Buenos Aires,
September 11, 2024 – IRSA Inversiones y Representaciones S.A.
(NYSE:IRS;BYMA:IRSA),
reported that its board of directors has resolved
to (i)
to approve the corporate reorganization process through the merger
by absorption with CENTRO DE ENTRETENIMIENTOS LA PLATA S.A (CELAP),
where IRSA will be the absorbing company and CELAP will be the
absorbed company, by signing the respective Preliminary Merger
Agreement, and (ii)
call a
General Ordinary and Extraordinary Shareholders’ Meeting to
be held virtually on October 28, 2024, at 12:00 p.m. at first call,
and at 01:00 p.m. at second call, from the corporate premises
located at Carlos María Della Paolera 261, 9th Floor, City of
Buenos Aires, according to the following agenda:
1.
APPOINTMENT OF TWO
SHAREHOLDERS TO SIGN THE MEETING’S MINUTES.
2.
CONSIDERATION OF
DOCUMENTS CONTEMPLATED IN SECTION 234, PARAGRAPH 1, OF LAW NO.
19,550 FOR THE FISCAL YEAR ENDED JUNE 30,
2024.
3.
CONSIDERATION OF
THE FINANCIAL RESULT FOR THE FISCAL YEAR ENDED JUNE 30, 2024,
AMOUNTING A LOSS OF $ 18,376,813,259.44 (EIGHTEEN BILLION THREE
HUNDRED SEVENTY-SIX MILLION EIGHT HUNDRED THIRTEEN THOUSAND TWO
HUNDRED FIFTY-NINE PESOS WITH 44/100 CENTS). CONSIDERATION OF THE
APPLICATION OF VOLUNTARY RESERVES TO ABSORB ACCUMULATED NEGATIVE
RESULTS. CONSIDERATION OF THE DISTRIBUTION OF DIVIDENDS PAYABLE IN
CASH AND/OR IN KIND FOR UP TO $ 90,000,000,000 (NINETY BILLION
PESOS) WITH VOLUNTARY RESERVES. DELEGATION TO THE BOARD OF
DIRECTORS OF THE COMPANY TO DETERMINE THE PROPORTION OF DIVIDENDS
TO BE PAID IN CASH AND/OR IN KIND.
4.
CONSIDERATION OF
THE ALLOCATION OF THE REMAINING VOLUNTARY RESERVES TO SPECIFIC
PURPOSES (FUTURE DIVIDENDS, SHARE BUYBACKS, AND/OR PROJECTS RELATED
TO THE COMPANY’S BUSINESS PLAN) AND DELEGATION OF THEIR
APPLICATION AND DISPOSITION TO THE COMPANY’S BOARD OF
DIRECTORS.
5.
CONSIDERATION OF
BOARD OF DIRECTORS’ PERFORMANCE FOR THE FISCAL YEAR ENDED
JUNE 30, 2024.
6.
CONSIDERATION OF
SUPERVISORY COMMITTEE’S PERFORMANCE FOR THE FISCAL YEAR ENDED
JUNE 30, 2024.
7.
CONSIDERATION OF
COMPENSATION PAYABLE TO THE BOARD OF DIRECTORS
($ 13,323,000,000 (THIRTEEN BILLION THREE HUNDRED TWENTY-THREE
MILLION PESOS), ALLOCATED SUM) FOR THE FISCAL YEAR ENDED JUNE 30,
2024, WHICH RECORDED A COMPUTABLE TAX CREDIT IN ACCORDANCE WITH THE
REGULATIONS OF THE ARGENTINE SECURITIES
COMMISSION.
8.
CONSIDERATION OF
COMPENSATION PAYABLE TO THE SUPERVISORY COMMITTEE FOR
$ 16,876,719 (SIXTEEN MILLION EIGHT HUNDRED SEVENTY-SIX
THOUSAND SEVEN HUNDRED NINETEEN PESOS, ALLOCATED SUM) FOR THE
FISCAL YEAR ENDED JUNE 30, 2024.
9.
DETERMINATION OF
THE NUMBER AND APPOINTMENT OF REGULAR DIRECTORS AND ALTERNATE
DIRECTORS FOR A TERM OF UP TO THREE FISCAL YEARS, AS PER SECTION
TWELVE OF THE BYLAWS.
10.
APPOINTMENT OF
REGULAR AND ALTERNATE MEMBERS OF THE SUPERVISORY COMMITTEE FOR A
TERM OF ONE FISCAL YEAR.
11.
APPOINTMENT OF
CERTIFYING ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30,
2025.
12.
APPROVAL OF
COMPENSATION PAYABLE TO CERTIFYING ACCOUNTANTS FOR THE FISCAL YEAR
ENDED JUNE 30, 2024.
13.
CONSIDERATION OF
THE DISTRIBUTION OF UP TO 25,700,000 (TWENTY-FIVE MILLION SEVEN
HUNDRED THOUSAND) OWN SHARES TO THE SHAREHOLDERS IN PROPORTION TO
THEIR HOLDINGS PURSUANT TO THE PROVISIONS OF SECTION 67 OF LAW NO.
26,831.
14.
RATIFICATION OF THE
CASH DIVIDEND DISTRIBUTION MADE ON MAY 2, 2024, THROUGH THE
REVERSAL OF RESERVES.
15.
CONSIDERATION OF
THE APPLICATION OF TREASURY SHARES TO THE IMPLEMENTATION OF AN
INCENTIVE PLAN FOR THE COMPANY’S MANAGEMENT AND DIRECTORS FOR
UP TO 1% OF THE ISSUED SHARES. AUTHORIZATIONS FOR THE SUBMISSION OF
THE COMPENSATION PROGRAM TO THE ARGENTINE SECURITIES
COMMISSION.
16.
CONSIDERATION OF
THE REQUEST FOR ISSUANCE AND SUPPLEMENTARY PUBLIC OFFERING OF
COMMON SHARES DUE TO THE ADJUSTMENT IN THE NUMBER OF SHARES TO
WHICH THE OPTIONS ISSUED UNDER THE CAPITAL INCREASE AUTHORIZED BY
RESOLUTION NO. RESFC-2021-20968-2021 APN-DIR#CNV DATED FEBRUARY 8,
2021, OF THE ARGENTINE SECURITIES COMMISSION ARE ENTITLED TO.
DELEGATION TO THE BOARD OF DIRECTORS FOR ITS IMPLEMENTATION WITH
THE BROADEST POWERS.
17.
CONSIDERATION OF
THE MERGER BY ABSORPTION OF CENTRO DE ENTRETENIMIENTOS LA PLATA
S.A. (“CELAP”) WITH IRSA INVERSIONES Y REPRESENTACIONES
SOCIEDAD ANÓNIMA AND APPROVAL OF THE SEPARATE AND CONSOLIDATED
FINANCIAL STATEMENTS OF THE MERGER PREPARED FOR THIS PURPOSE.
CONSIDERATION OF THE PRIOR MERGER AGREEMENT BY ABSORPTION.
AUTHORIZATIONS AND DELEGATIONS AND APPOINTMENT OF REPRESENTATIVES
TO EXECUTE THE FINAL AGREEMENTS AND OTHER PROCEDURES.
18.
AUTHORIZATION TO
CARRY OUT REGISTRATION PROCEEDINGS RELATING TO THIS
SHAREHOLDERS’ MEETING BEFORE THE ARGENTINE SECURITIES
COMMISSION, BOLSAS Y MERCADOS ARGENTINOS S.A., CAJA DE VALORES S.A.
AND THE GENERAL SUPERINTENDENCY OF CORPORATIONS.
Note:
The Registry of the Company’s book-entry
shares is kept by Caja de Valores S.A. (CVSA) domiciled at 25 de
Mayo 362, City of Buenos Aires. Therefore, in order to attend the
Shareholders’ Meeting, evidence is to be obtained of the
account of book-entry shares kept by CVSA. Pursuant to the
provisions of Section Twenty Four of the bylaws and the rules of
the Argentine Securities Commission, the shareholders’
meeting will be held remotely from the corporate headquarters
located at Carlos María Della Paolera 261, Floor 9, City of
Buenos Aires, and shareholders who are willing to do so will have
the possibility to attend the meeting in person, provided that they
communicate such decision upon sending their notice of attendance
and/or until the date of expiration of the statutory term
established for giving notice of attendance. To such end, the email
address l.huidobro@zbv.com.ar
is available for registering
attendance at the shareholders’ meeting by electronic means
and for sending the certificates issued by Caja de Valores S.A.
obtained by the shareholders. The term for giving notice of
attendance at such email address expires on September 22, 2024 at
3:00 p.m., pursuant to the provisions of Section 238 of the General
Companies Law. Shareholders shall provide the following data: first
and last name or full corporate name; identity document type and
number, or registration data, specifying the Register where they
are registered and their jurisdiction; and domicile where they are
located for purposes of recording it at the shareholders’
meeting. Moreover, if they are to be represented by a legal
representative and/or an attorney-in-fact, the shareholders who
decide to participate remotely shall send the same data regarding
the proxies who shall attend the meeting on their behalf, as well
as the documents evidencing their capacity, duly authenticated, in
PDF format, to the email address mentioned in this notice, on or
before September 22, 2024 (pursuant to Section 238 of the General
Companies Law). Shareholders’ proxies who decide to
participate in person may evidence their capacity as such by
producing their qualifying documents to the Issuer on the same date
of the meeting. Shareholders who give notice of their attendance
through the email address mentioned above shall also provide their
contact details (telephone and email) for the Company to keep them
updated of any potential measures that could be adopted in
connection with the Shareholders’ Meeting. The Company shall
send a receipt to all shareholders who registered their names by
email sent to the above mentioned address, which shall be required
in order to attend the Shareholders’ Meeting. Moreover,
shareholders who are local or foreign legal entities shall identify
the final beneficial holders of such shareholders’ stock
capital and the number of shares to be voted by them. The
videoconference system to be used to hold the meeting may be
accessed to by the shareholders who have given notice of their
assistance, through the link to be sent to them, including the
applicable instructions, to the email address reported by the
shareholders. The system to be used will be the Zoom application,
which will allow: (i) to secure free access of all the shareholders
who were duly identified or their accredited proxies with validated
qualifying instruments, including in all cases a copy of their
identity document (DNI), and the access of the remaining
participants at the meeting (directors and statutory auditors,
among others); (ii) the possibility to participate at the
shareholders’ meeting by speaking and voting, through
simultaneous transmission of sound, images and words all throughout
the meeting, ensuring the principle of equal treatment to all
participants; and (iii) digital recording of all the development of
the meeting and storage of a copy in digital format for a term of 5
(five) years, which shall be available to the shareholders upon
request. Upon voting each item of the agenda, each shareholder will
be requested to express the sense of their vote, which may be given
verbally. The minutes of the shareholders’ meeting will
record the attendants and capacity in which they acted, the place
where they were located, and the technical means used. The minutes
will be executed within five (5) business days after the meeting.
It should be noted that upon dealing with items 4, 13, 14, 15, 16
and 17 on the Agenda, the Shareholders’ Meeting shall qualify
as extraordinary, and a quorum of 60% will be required and pursuant
to the provisions of Section 237 of the General Companies Law, as
the meeting has been convened on first and second call
simultaneously, if the Shareholders’ Meeting were held on
second call because no quorum was reached at the first call, since
IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA is a
company whose shares are publicly offered, it will be possible to
deal only with those Agenda items that correspond to ordinary
shareholders’ meetings and an extraordinary meeting must be
held in second call to address the corresponding agenda items
within the period established in the referred article and in
accordance with the call provisions stipulated
therein.
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