Grupo Clarin S A : Form 8937 Report of Organizational Actions

Form 8937 Report of Organizational Actions

(December 2011) Affecting Basis of Securities OMB No.1545-2224

Department of the Treasury

Internal Revenue Service

2 Issuer's employer identification number (EIN) N/A
3 Name of contact for additional information Aaustln Medina Manson		4 Telephone No. of contact [phone]	5 Email address of contact [e-mail]
6 Number and street (or P.0. box if mail is not delivered to street address) of contact Tacuari 1842			7 City, town, or post office, state, and Zip code of contact Buenos Aires Araentina
8 Date of action Auaust 30 2017		9 Classification and description Taxable Stock Distribution and Solit Uo
10 CUSIP number 4.0052A100 / 40052A209	11 Serial number(s)	12 Ticker symbol GCLA	13 Account number(s)

• · .s:r.•• Reporting Issuer

1 Issuer's name

See separate instructions.

Gruoo Clarin S.A.

. Organizational Action Attach additional statements if needed . See back of form for additional questions .

1. Describe the organizational action and, if applicable, the date of the action or the date against which shareholders' ownership is measured for the action See attachment .

2. Describe the quantitative effect of the organizational action on the basis of the security in the hands of a U.S. taxpayer as an adjustment per share or as a percentage of old basis S ee a_tt ac_h_me_nt_. _

3. Describe the calculation of the change in basis and the data that supports the calculation, such as the market values of securities and the

valuation dates -S=-e=-e=--a=ct=ctca=-c='-h-='m

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For Paperwork Reduction Act Notice, see the separate Instructions. Cat. No. 37752P Form 8937 (12-2011)

Form 8937 (Rev. 12-2011) Page 2

hfflHIN Organizational Action (continued)

1. List the applicable Internal Revenue Code section(s) and subsection(s) upon which the tax treatment is based See attachment.

2. Can any resulting loss be recognized? S e= a=tt=a=chme=n"t'".--------------------------------

3. Provide any other information necessary to implement the adjustment, such as the reportable tax year -S==e e-a'=tta=c"h-"m-"""e-'n"t'".- _

Sign

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements , and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Here Date

Print Title Head of Investor Relations

Firm's address

Send Form 8937 (including accompanying statements) to: Department of the Treasury , Internal Revenue Service, Ogden, UT 84201-0054

Any capitalized terms not otherwise defined herein will be defined in accordance with Grupo Clarin's Information Statement (the "Information Statement") published on September 14, 2016, and available at http://quote.morningstar.com/stock- filing/Other/2016/9/14/t.aspx?t=XLON:GCLA&ft=&d=9c99a7b51d58fc77ac41fa62289cd14 5. Form 8937, Part II Question 14. Describe the organizational action and, if applicable, the date of the action or the date against which shareholders' ownership is measured for the action.

At the EGM held on Sep 28, 2016, the shareholders of Grupo Clarín approved a transaction which resulted in the split up of its cable television, internet and mobile businesses (the "Split Up"). On August 30, 2017 (the "Distribution Date") each holder of Grupo Clarín's shares retained, as a percentage of the aggregate number of Grupo Clarin shares, held by the holder on August 29, 2017 (the "Record Date") (such shares "old GC shares"), (i) 37.15% in new shares of Grupo Clarín ("new GC shares"), and (ii) 62.85% in new shares of CVH ("new CVH shares").

In other words, each old GC share entitled a holder to receive 0.3715 new GC shares and 0.6285 new CVH shares. Holders of Grupo Clarín's GDRs ("old GC GDRs") as of August 31, 2017

("the GDR Effective Date"), for each old GC GRD held by the holder, received 0.3715 new Grupo Clarín GDRs ("new GC GDRs") and 1.257 new CVH GDRs ("new CVH GDRs") for each old GC GDR held by the holder. Fractional shares or GDRs were sold and holders entitled thereto received the net cash proceeds from such sales to which they were entitled. Hereinafter, references to GC shares or CVH shares shall be deemed to also refer to GC GDRs or CVH GDRs, as applicable.

Question 15. Describe the quantitative effect of the organizational action on the basis of the security in the hands of a U.S. taxpayer as an adjustment per share or as a percentage of old basis.

The distribution of CVH shares to U.S. holders (as defined in the Information Statement) will be treated as a taxable distribution for U.S. federal income tax purposes. U.S. holders that received a CVH share will have a tax basis therein equal to the fair market value of a CVH share on the Distribution Date.

The holder's aggregate tax basis in its new GC shares (including any fractional shares to which such holder was entitled and for which cash was received) will be equal to such holder's aggregate tax basis in its old GC shares. In general, a holder's aggregate tax basis in its old GC shares held prior to the Split Up should be allocated in proportion to the reduced number of new GC shares held after the Split Up (including any fractional shares deemed to have been received by such holder). Holders that acquired their old GC shares on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis of such shares. Holders who received cash in lieu of fractional new GC shares will be treated as having received such fractional new GC shares in the Split Up and then as having immediately sold such fractional new GC shares for cash in the open market.

Question 16. Describe the calculation of the change in basis and the data that supports the calculation, such as the market values of securities and the valuation dates.

See question 15, above.

Question 17. List the applicable Internal Revenue Code section(s) and subsection(s) upon which the tax treatment is based.

Section 301(d). Tax basis adjustments regarding new GC shares are governed by section 358(a)(1) and (b)(1). Gain or loss recognized as a result of a holder having received cash in lieu of fractional shares is determined under section 1001.

Shareholders should consult their own tax advisor as to the particular consequences of the Split Up to them, including the applicability and effect of any U.S. federal, state and local tax laws, as well as foreign tax laws, which may results in the Split Up being taxable to them.

Question 18. Can any resulting loss be recognized?

A holder of old GC shares will generally not recognize gain or loss as a result of the Split Up, except in respect of cash received in lieu of fractional new GC shares. Holders that received cash in lieu of fractional new GC shares will generally recognize gain or loss equal to the difference between the amount of cash received and the holder's adjusted tax basis in the fractional new GC shares. Such gain or loss will be capital gain or loss if the old GC shares were held as capital assets by the holder.

Question 19. Provide any other information necessary to implement the adjustment, such as the reportable tax year.

For a holder whose taxable year is the calendar year, the reportable year is 2017.

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