Buenos
Aires - Argentina, October 29, 2024 – IRSA Inversiones
y Representaciones Sociedad Anónima (NYSE:IRS;BYMA:IRSA),
transcribes below a summary of what was resolved in the Ordinary
and Extraordinary General Shareholders' Meeting held
on October 28, 2024
FIRST
ITEM: APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE MEETING’S
MINUTES.
It was
resolved, by majority vote, to authorize the appointment of the
representatives of shareholders ANSES-FGS and CRESUD S.A.C.I.F. Y
A. (“CRESUD”) for them to approve and sign the
meeting’s minutes together with the chairman.
SECOND
ITEM: CONSIDERATION OF DOCUMENTS CONTEMPLATED IN SECTION 234,
PARAGRAPH 1, OF LAW NO. 19,550 FOR THE FISCAL YEAR ENDED JUNE 30,
2024.
It was
resolved, by majority vote, to approve the documents contemplated
in section 234, paragraph 1, of Argentine General Companies Law no.
19,550 (“AGCL”) for the fiscal year ended June 30,
2024.
THIRD
ITEM: 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.
It was
resolved, by majority vote:
(i)
to absorb the
entirety of the balance of the accumulated negative unassigned
results in the amount indicated, i.e., the sum of
$17,379,515,726.40 (seventeen billion three hundred seventy-nine
million five hundred fifteen thousand seven hundred twenty-six
pesos and forty cents), which sum, upon being adjusted, amounts to
$19,487,827,826.93 (nineteen billion four hundred eighty-seven
million eight hundred twenty-seven thousand eight hundred
twenty-six pesos and ninety-three cents) with voluntary reserves,
as reflected in the standalone financial statements as of June 30,
2024, comprising the reserve for future dividends in the sum of
$72,956,731,092.82 (seventy-two billion nine hundred fifty-six
million seven hundred thirty-one thousand ninety-two pesos and
eighty-two cents) and the special reserve in the sum of
$58,076,308,045.13 (fifty-eight billion seventy-six million three
hundred eight thousand forty-five pesos and thirteen cents), which
sums, upon being adjusted, amount to $81,807,124,937.32 (eighty-one
billion eight hundred seven million one hundred twenty-four
thousand nine hundred thirty-seven pesos and thirty-two cents) and
$65,121,555,159.89 (sixty-five billion one hundred twenty-one
million five hundred fifty-five thousand one hundred fifty-nine
pesos and eighty-nine cents), respectively; and
(ii)
after deducting the
accumulated losses pursuant to item (i) above, to allocate a
portion of the remaining discretionary reserves (reserve for future
dividends and special reserve) to the distribution of a dividend
payable in cash and/or in kind to the shareholders, in proportion
to their shareholdings, for an amount up to $90,000,000,000 (ninety
billion pesos), delegating to the company’s board of
directors the determination of the proportion of dividends to be
paid in cash and/or in kind and the implementation of such payment
within legal deadlines, clarifying that the dividend proposal does
not imply restatement in homogeneous currency.
FOURTH
ITEM: 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.
It was
resolved by majority vote to reassign the so-called "special
reserve" and "reserve for future dividends" to a single voluntary
reserve designated as the "special reserve," whose specific purpose
may be the future distribution of dividends, share buybacks, and/or
new projects related to the company’s business plan,
delegating to the board of directors the authority over its use,
disposal, and/or application in future fiscal years, in line with
the prudent and reasonable management of the company as has been
conducted in recent years, all in accordance with the provisions of
articles 66 subsection 3 and 70 of Law 19,550.
FIFTH
ITEM: CONSIDERATION OF BOARD OF DIRECTORS’ PERFORMANCE FOR
THE FISCAL YEAR ENDED JUNE 30, 2023.
It was
resolved, by majority vote, to approve the board of
Directors’ performance for the fiscal year ended June 30,
2024, regarding the duties discharged by each one of its members
and those discharged by the regular directors also performing tasks
as members of the audit and executive committees formed within the
board, during the fiscal year ended June 30, 2024.
SIXTH
ITEM: CONSIDERATION OF SUPERVISORY COMMITTEE’S PERFORMANCE
FOR THE FISCAL YEAR ENDED JUNE 30, 2024.
It was
resolved, by majority vote, to approve the supervisory
committee’s performance for the fiscal year ended June 30,
2024.
SEVENTH
ITEM: 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.
It was
resolved, by majority vote, to approve: (i) the compensation
payable to the company’s board of directors, in the aggregate
amount of $ 13,323,000,000 (thirteen billion three hundred
twenty-three million pesos) for the fiscal year ended June 30,
2024, for technical and administrative duties discharged by the
directors, which compensation is commensurate with the
reasonableness standards governing remunerations for the
performance of executive tasks and has taken into account the board
members’ technical and operating skills and capabilities and
their business expertise together with the commitment with their
duties and, along with comparable market criteria for companies of
similar standing, all the foregoing in accordance with the
corporate governance practices set forth in the corporate
governance code;and (ii) the delegation of authority to the board
of directors for it to (i) proceed with the allocation and
distribution thereof in a timely manner in accordance with the
specific tasks performed in due course by its members; and (ii) to
make advance payments of monthly fees subject to consideration by
the ensuing ordinary shareholders’ meeting.
EIGHTH
ITEM: 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.
It was
resolved, by majority vote, to approve payment to the supervisory
committee for duties discharged in the fiscal year ended June 30,
2024, of the aggregate amount of $ 16,876,719 (sixteen million
eight hundred seventy-six thousand seven hundred nineteen pesos),
and to delegate authority to the supervisory committee to make the
individual allocation of the stated amount.
NINETH
ITEM: 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.
It was
resolved, by majority vote, to approve that: (i) the number of
regular directors should remain unchanged at 12 (twelve) and that
the number of alternate directors should be fixed at 3 (three);
(ii) the appointment of Messrs. Eduardo Sergio Elsztain, Saúl
Zang, Mauricio Wior and Ben Iosef Elsztain as regular directors
should be renewed for a term of three fiscal years, that is, until
June 30, 2027 and (iii) the appointment of Mr. Marcos Oscar Barylka
as alternate director should be renewed for a term of three fiscal
years, that is, until June 30, 2027. It was put on record that
proposed regular and alternate directors are non-independent
directors pursuant to the provisions of section 11, article III,
chapter II of the CNV rules (2013 revision).
TENTH
ITEM: APPOINTMENT OF REGULAR AND ALTERNATE MEMBERS OF THE
SUPERVISORY COMMITTEE FOR A TERM OF ONE FISCAL YEAR.
It was
resolved, by majority vote, to approve: (i) the appointment of
Messrs. José Daniel Abelovich and Marcelo Héctor Fuxman
and Ms. Noemí Ivonne Cohn as regular members of the
supervisory committee and Mr. Roberto Daniel Murmis and Mmes.
Cynthia Deokmellian and Paula Andrea Sotelo as alternate members of
the supervisory committee for a term of one fiscal year, putting on
record that, pursuant to the CNV rules, the nominees act in their
independent capacity and that they have provided remunerated
professional assistance in connection with companies under section
33 of the AGCL and (ii) that authorization be granted to the
proposed members of the supervisory committee to discharge duties
in such capacity in other companies pursuant to the provisions of
sections 273 and 298 of the AGCL.
ELEVENTH
ITEM: APPOINTMENT OF CERTIFYING ACCOUNTANTS FOR THE FISCAL YEAR
ENDING JUNE 30, 2025.
It was
resolved, by majority vote, to approve the appointment as
certifying accountants for the fiscal year 2024/2025 of the
following firms (a) PricewaterhouseCoopers. Member of
PricewaterhouseCoopers, acting through Mr. Carlos Brondo as regular
independent auditor and Mr. Andrés Suarez as alternate
independent auditor; and (b) Abelovich Polano & Asociados,
acting through Ms. Noemi ivonne Cohn as regular independent auditor
and Messrs. José Daniel Abelovich and Marcelo Héctor
Fuxman as alternate independent auditors.
TWELFTH
ITEM: APPROVAL OF COMPENSATION PAYABLE TO CERTIFYING ACCOUNTANTS
FOR THE FISCAL YEAR ENDED JUNE 30, 2024.
It was
resolved, by majority vote, to approve the compensation payable to
the certifying accountants for duties discharged in the fiscal year
ended June 30, 2024, in the amount of $597.983.928 (five hundred
ninety-seven million nine hundred eighty-three thousand nine
hundred twenty-eight pesos).
THIRTEENTH
ITEM: 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.
It was
resolved, by majority vote, to approve the distribution of the
amount of 25,700,000 treasury shares of the company with a par
value of $10 deriving from buyback shares programs to the
shareholders in proportion to their holdings and to authorize the
board of directors to implement said distribution.
FOURTEENTH
ITEM: RATIFICATION OF THE CASH DIVIDEND DISTRIBUTION MADE ON MAY 2,
2024, THROUGH THE REVERSAL OF RESERVES.
It was
resolved by majority vote to ratify in all respects the cash
dividend distribution in the amount of $55,000,000,000 (fifty-five
billion pesos), resolved by the board of directors on May 2, 2024,
carried out within the framework of the delegations made by the
ordinary and extraordinary general meeting held on October 28,
2022, through the partial release of the voluntary reserve
designated as special reserve, based on the financial statements as
of June 30, 2023, restated in accordance with the latest consumer
price index published by INDEC as of March 31, 2024.
FIFTEENTH
ITEM: 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.
It was
resolved by majority vote to (i) authorize the company’s
board of directors with the broadest powers to develop an incentive
plan promoting the participation of the designated individuals as
shareholders of the company, submitting the approval of said plan
to the relevant authorities, and (ii) provide that such plan may
include up to 1% of the shares issued by the company at the time of
its implementation, to be allocated from existing treasury shares
or shares to be acquired through share buyback programs in
accordance with applicable regulations, which will be delivered to
the plan’s beneficiaries based on the performance criteria
for participants in that program.
SIXTEENTH
ITEM: 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.
It was
resolved by majority vote to:
(i)
request the issuance and public offering of additional common
shares, supplementary to those authorized by resolution no.
RESFC-2021-20968-2021 APN-DIR#CNV dated February 8, 2021, of the
Argentine Securities Commission (“CNV”), within the
framework of the capital increase through subscription of shares
approved by the shareholders’ meeting dated October 30, 2019,
and by the board of directors dated January 20, 2021, for a total
of 80,000,000 shares with a nominal value of $1 (currently with a
nominal value of $10) and one vote per share, along with 80,000,000
options with rights to receive common shares, reaching a total of
up to 160,000,000 shares to be issued in aggregate.
(ii)
delegate to the company’s board of directors the authority to
set all terms and conditions for the issuance and public offering
of additional shares as required to fulfill the delivery of shares
in the framework of the exercise of option holders’ rights,
with the power to subdelegate to one or more directors, officers of
the company, or other persons authorized by the board, in
accordance with applicable regulations, including, without
limitation, the following powers, as applicable: (i) determining
the total number of shares necessary to fulfill the conversion of
options into shares according to the conversion mechanisms set
forth in the prospectus published on April 12, 2021; (ii)
requesting authorization for the public offering and listing of
shares derived from the exercise of options issued with the CNV and
listing and/or trading on authorized stock exchanges and/or
securities markets within the country and/or abroad, with the
authority to request all public offering authorizations of other
types from the CNV, the United States Securities and Exchange
Commission (“SEC”), and/or other similar bodies within
or outside the country; (iii) extending and/or adjusting and/or
amending the existing american depositary receipts program as of
the date between the company and the Bank of New York Mellon as
depositary, representing american depositary shares, and delegating
to the board of directors the determination of the terms,
conditions, and scope of such program and/or entering into a new
depositary program with a new depositary and delegating to the
board of directors to agree upon the terms, conditions, and scope
of said program; (iv) preparing and signing preliminary and final
versions of the instruments required to be submitted to the CNV,
the SEC, and/or other similar bodies and/or authorized securities
markets, in all cases within or outside the country; and (v)
signing all necessary documents to implement the issuance of the
additional shares, along with performing all related acts necessary
to comply with the provisions set forth in the issuance prospectus
published on April 12, 2021, in relation to the capital increase
through subscription, with the broadest powers.
SEVENTEENTH
ITEM: 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.
It was
approve by majority vote:
(i) the
corporate reorganization process;
(ii)
the accounting and legal documentation submitted for the
consideration of the shareholders’ meeting, highlighting that
the reorganization process does not require a capital increase or
the establishment of an exchange value due to the existing control
relationship between the absorbing and absorbed entities, and
especially considering the economic, organizational, and
operational advantages this entails for IRSA;
(iii)
the preliminary merger agreement between IRSA and CELAP, executed
on September 11, 2024;
(iv)
the omission of reading the aforementioned accounting and legal
documentation, as it was made available to the shareholders in a
timely manner;
(v) the
delegation to the board of directors of the powers to accept
non-substantial changes and/or modifications to the documentation
under review; and
(vi)
authorization for the members of the board of directors and/or
company attorneys-in-fact and/or María Laura Barbosa and/or
Lucila Huidobro and/or Carolina Zang, to individually and
indistinctly, sign and execute the definitive merger agreement,
with sufficient authority to substitute this power of attorney in
favor of any other person as deemed necessary.
EIGHTEENTH
ITEM: 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.
It was
resolved, by majority vote, to approve the appointment of attorneys
Mmes. María Laura Barbosa, Carolina Zang, María
Angélica Grisolía, Lucila Huidobro, Pilar Isaurralde,
Nadia Dib, Gaston Di Iorio and Gonzalo Sifon and Ms. Andrea
Muñoz, so that, acting individually and separately, they may
carry out all such actions and/or formalities as may be required to
secure authorization and/or registration of the resolutions to be
adopted at the shareholders’ meetings by the Argentine
Securities Commission, Bolsas y Mercados Argentinos S.A., Caja de
Valores S.A. and the General Inspection of Corporations, with
powers to file applications, sign briefs, accept and implement
changes, be served notice, answer notices and/or objections, be
served notice of resolutions, publish legal notices and carry out
all such ancillary acts as may be required in connection with the
authorization and/or registration referred to above.
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