ITEM ONE: APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE
MEETING’S MINUTES.
The
meeting unanimously approved the appointment of the representatives
of shareholders The Bank of New York Mellon (BONY), ANSES FGS, and
Cresud SACIF y A to approve and sign the minutes of the
Shareholders’ Meeting.
ITEM TWO: CONSIDERATION OF DOCUMENTS CONTEMPLATED IN SECTION 234,
PARAGRAPH 1, OF LAW NO. 19,550 FOR THE FISCAL YEAR ENDED JUNE 30,
2017.
The
meeting approved by majority of votes the documents required under
Section 234, paragraph 1, of the General Companies Law for the
fiscal year ended June 30, 2017.
ITEM THREE: CONSIDERATION OF ALLOCATION OF NET INCOME FOR THE
FISCAL YEAR ENDED JUNE 30, 2017 FOR $3,481,032,590. CONSIDERATION
OF PAYMENT OF CASH DIVIDEND FOR UP TO $1,400,000,000.
The
meeting approved by majority of votes:
(I) To
allocate the sum of $1,400,000,000 to pay cash dividends to the
shareholders ratably according to their shareholding
interests.
(ii) To
delegate to the Board of Directors the power to implement the
payment to the shareholders within the statutory terms set forth in
the applicable laws, and to apply for and implement the payment of
such dividend to the ADR holders. As concerns local shareholders
who are holders of common shares, it is proposed that they be given
the option to collect their dividend share in U.S. Dollars instead
of doing so in Argentine Pesos, to which end they shall give notice
of their option to Caja de Valores S.A. until November 10, 2017,
provided that in the case of payment of the dividend in U.S.
Dollars, the conversion value to U.S. Dollars will be established
considering the Peso/U.S. Dollar seller exchange rate for wire
transfers quoted by
Banco de la
Nación Argentina
at the close of business on the
trading day immediately preceding the date such dividends are made
available in Argentine Pesos in Argentina.
(iii)
To allocate the balance of $2,081,032,590 to set up a special
reserve, taking into account that the statutory reserve is fully
funded according to the provisions of Section 70 of Law 19,550 and
Section 5 of Chapter III, Title IV of the Rules of the Argentine
Securities Commission. The special reserve referred to above may be
used for future dividends, new projects or projects under way or
for any other purpose that the Company may have in the next fiscal
years, provided that a prudent and reasonable management policy is
applied.
ITEM FOUR: CONSIDERATION OF BOARD OF DIRECTORS’ PERFORMANCE
FOR THE FISCAL YEAR ENDED JUNE 30, 2017.
The
meeting approved by majority of votes the performance of each of
the Board members and the regular directors who are also members of
the audit and executive committees as concerns the activities
developed during the fiscal year under review, with the applicable
legal abstentions.
ITEM FIVE: CONSIDERATION OF SUPERVISORY COMMITTEE’S
PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30, 2017.
The
meeting approved by majority of votes the performance of the
Company’s supervisory committee during the fiscal year under
review.
ITEM SIX: CONSIDERATION OF COMPENSATION FOR $30,848,151 PAYABLE TO
THE BOARD OF DIRECTORS FOR THE FISCAL YEAR ENDED JUNE 30,
2017.
The
meeting approved by majority of votes (i) the sum of $30,848,151 as
total compensation, for the fiscal year ended June 30, 2017, which
amount is within the limits imposed under Section 261 of General
Companies Law No. 19,550, taking into account the directors’
responsibilities, the time devoted to the discharge of professional
duties, the results of their performance, the specific technical
tasks developed in controlled companies and their professional
skills and market value of the services rendered; (ii) to allocate
and distribute such compensation sum in due course in accordance
with the specific duties discharged by its members; and (iii) to
make monthly advance payments of fees contingent upon the
resolution to be adopted at the next ordinary shareholders’
meeting.
ITEM SEVEN: CONSIDERATION OF COMPENSATION FOR $600,000 PAYABLE TO
THE SUPERVISORY COMMITTEE FOR THE FISCAL YEAR ENDED JUNE 30,
2017.
The
meeting approved by majority of votes to pay $600,000 to the
Supervisory Committee as fees for the tasks discharged during the
fiscal year under review, i.e., as of June 30, 2017, delegating to
the Supervisory Committee the power to allocate such amount among
its individual members.
ITEM EIGHT: CONSIDERATION OF APPOINTMENT OF REGULAR DIRECTORS AND
ALTERNATE DIRECTORS DUE TO EXPIRATION OF TERM.
The
meeting approved by majority of votes that the appointment of the
following directors be renewed for a term of three fiscal years:
Messrs. Mario Blejer, Carlos Ricardo Esteves and Ricardo
Héctor Liberman, as independent regular directors, and Messrs.
Daniel Ricardo Elsztain, Fernando Adrián Elsztain and Gabriel
Adolfo Gregorio Reznik as non-independent alternate directors under
the terms of Section 11, Article III, Chapter III, Title II, of the
Rules of the Argentine Securities Commission (2013 revision) and
that Mr. Gastón Armando Lernoud be appointed as
non-independent alternate director under the terms of Section 11,
Article III, Chapter III, Title II, of the Rules of the Argentine
Securities Commission (2013 revision).
ITEM NINE: APPOINTMENT OF REGULAR AND ALTERNATE MEMBERS OF THE
SUPERVISORY COMMITTEE FOR A TERM OF ONE FISCAL YEAR.
The
meeting approved by majority of votes to appoint Messrs. José
Daniel ABELOVICH, Marcelo Héctor FUXMAN and Noemí Ivonne
COHN as
Regular Statutory
Auditors
and Messrs. Roberto Daniel MURMIS, Gastón
Gabriel LIZITZA and Alicia Graciela RIGUEIRA as
Alternate Statutory Auditors
for a term of one fiscal year, noting that all the nominees qualify
as independent in compliance with Section 79 of Law 26,831 and the
provisions contained in Section 12, Article III, Chapter III, Title
II of the Rules of the Argentine Securities
Commission.
ITEM TEN: APPROVAL OF COMPENSATION FOR $9,429,573 PAYABLE TO
CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR ENDED JUNE 30,
2017.
The
meeting approved by majority of votes to pay $9,429,573 to the
Certifying Accountants as fees for the tasks discharged, with such
amount being lower than the fees approved by the
shareholders’ meeting held on October 31, 2016, which
amounted to $10,431,055.
ITEM ELEVEN: APPOINTMENT OF CERTIFYING ACCOUNTANT FOR THE NEXT
FISCAL YEAR.
The
meeting approved by majority of votes (i) to appoint the following
firms as certifying accountants (a) PRICEWATERHOUSE&Co. member
of PriceWaterhouseCoopers for the 2017/2018 fiscal year, with
Mariano Carlos
Tomatis
acting as Regular Independent Auditor, and
Walter Rafael
Zablocky
as Alternate Independent Auditor; and (b) Abelovich
Polano & Asociados, with
Marcelo Héctor Fuxman
acting as Regular Independent Auditor and
Noemí Ivonne Cohn
and
José Daniel
Abelovich
as Alternate Independent Auditors.
ITEM TWELVE: TREATMENT OF AMOUNTS PAID AS PERSONAL ASSET TAX LEVIED
ON THE SHAREHOLDERS.
The
meeting approved by majority of votes the exemption obtained by the
Company, in its capacity as substitute obligor in connection with
personal asset tax for the period beginning on January 1, 2016 and
ending on December 31, 2018 (both dates inclusive), which exemption
is applicable to the shareholders.
ITEM THIRTEEN: CONSIDERATION OF CREATION OF A NEW GLOBAL NOTE
PROGRAM FOR THE ISSUANCE OF SIMPLE, NON-CONVERTIBLE NOTES, SECURED
OR NOT, OR GUARANTEED BY THIRD PARTIES, FOR A MAXIMUM OUTSTANDING
AMOUNT OF UP TO US$ 350,000,000 (THREE HUNDRED AND FIFTY MILLION US
DOLLARS) (OR ITS EQUIVALENT IN ANY OTHER CURRENCY) PURSUANT TO THE
PROVISIONS SET FORTH IN NEGOTIABLE OBLIGATIONS LAW NO. 23,576, AS
AMENDED AND SUPPLEMENTED (THE “PROGRAM”) DUE TO THE
EXPIRATION OF THE PROGRAM CURRENTLY IN FORCE.
The
meeting approved by majority of votes to create a new Global Note
Program for the issuance of simple, non-convertible, secured or
unsecured, or third-party secured, notes for a maximum outstanding
amount of up to US$ 350,000,000 (three hundred and fifty
million U.S. dollars) or its equivalent in other currencies, under
the provisions of Negotiable Obligations Law No. 23,576, as amended
and supplemented.
ITEM FOURTEEN: CONSIDERATION OF (I) DELEGATION TO THE BOARD OF
DIRECTORS OF THE BROADEST POWERS TO DETERMINE ALL THE
PROGRAM’S TERMS AND CONDITIONS NOT EXPRESSLY APPROVED BY THE
SHAREHOLDERS’ MEETING AS WELL AS THE TIME, AMOUNT, TERM,
PLACEMENT METHOD AND FURTHER TERMS AND CONDITIONS OF THE VARIOUS
SERIES AND/OR TRANCHES OF NOTES ISSUED THEREUNDER; (II)
AUTHORIZATION FOR THE BOARD OF DIRECTORS TO (A) APPROVE, EXECUTE,
GRANT AND/OR DELIVER ANY AGREEMENT, CONTRACT, DOCUMENT, INSTRUMENT
AND/OR SECURITY RELATED TO THE CREATION OF THE PROGRAM AND/OR THE
ISSUANCE OF THE VARIOUS SERIES AND/OR TRANCHES OF NOTES THEREUNDER;
(B) APPLY FOR AND SECURE AUTHORIZATION BY THEARGENTINE SECURITIES
COMMISSION TO CARRY OUT THE PUBLIC OFFERING OF SUCH NOTES; (C) AS
APPLICABLE, APPLY FOR AND SECURE BEFORE ANY AUTHORIZED SECURITIES
MARKET OF ARGENTINA AND/OR ABROAD THE AUTHORIZATION FOR LISTING AND
TRADING SUCH NOTES; AND (D) CARRY OUT ANY PROCEEDINGS, ACTIONS,
FILINGS AND/OR APPLICATIONS RELATED TO THE CREATION OF THE PROGRAM
AND/OR THE ISSUANCE OF THE VARIOUS SERIES AND/OR TRANCHES OF NOTES
UNDER THE PROGRAM; AND (III) AUTHORIZATION FOR THE BOARD OF
DIRECTORS TO SUB-DELEGATE THE POWERS AND AUTHORIZATIONS REFERRED TO
IN ITEMS (I) AND (II) ABOVE TO ONE OR MORE OF ITS
MEMBERS.
The
meeting approved by majority of votes: (i) to delegate to the Board
of Directors the broadest powers to: (a) determine the
Program’s terms and conditions, in accordance with the
provisions of Negotiable Obligations Law No. 23,576, as amended and
supplemented, including the power to establish its amount within
the maximum amounts approved by the Shareholders’ Meeting;
(b) approve and execute all the agreements and documents related to
the Program and the issuance of each series and/or tranche of notes
thereunder; and (c) determine the issue date and currency, term,
price, payment method and conditions, type and rate of interest,
use of proceeds and further terms and conditions of each series
and/or tranche of notes issued under the Program; (ii) to authorize
the Board of Directors to (a) approve, execute, grant and/or
execute any agreement, contract, document, instrument and/or
security related to the creation of the Program and/or the issuance
of the various series and/or tranches of notes issued thereunder,
as deemed necessary by the Board of Directors or as required by the
Argentine Securities Commission, the securities exchanges of
Argentina and/or abroad, Caja de Valores S.A., and/or other
comparable agencies; (b) to apply for and secure before the
Argentine Securities Commission the authorization for the public
offering of such notes; (c) as applicable, to apply for and secure
before any competent agency or authorized securities exchange of
Argentina and/or abroad the authorization for listing and trading
such notes; and (d) to take any action, carry out any proceedings,
make any filings and/or take any steps in connection with the
creation of the Program and/or the issuance of the various series
and/or tranches of notes under the Program; and (iii) to authorize
the Board of Directors to sub-delegate the powers and
authorizations referred to in paragraphs (i) and (ii) above to one
or more of its members, managers of the Company or individuals
determined by it in accordance with the applicable
laws.
ITEM FIFTEEN: AUTHORIZATIONS FOR CARRYING OUT REGISTRATION
PROCEEDINGS RELATING TO THIS SHAREHOLDERS’ MEETING BEFORE THE
ARGENTINE SECURITIES COMMISSION AND THE ARGENTINE SUPERINTENDENCY
OF CORPORATIONS.
The
meeting approved by majority of votes to appoint attorneys-at-law
María Laura Barbosa, Lucila Huidobro, Paula Pereyra Iraola,
Pablo Larrañaga, Carolina Testa and Mrs. Andrea Muñoz
and/or their appointees so that, acting individually and
separately, they shall carry out all and each of the proceedings
for securing the relevant registrations of the preceding
resolutions with the Argentine Securities Commission, the
Superintendency of Corporations, and any further national,
provincial or municipal agencies that may be applicable, with
powers to sign briefs, accept and implement changes, receive
notices, answer objections, file and withdraw documents, sign
official notices, and take all further actions that may be
necessary.