ITEM ONE: APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE
MEETING’S MINUTES.
The
meeting approved by majority of votes the appointment of the
representative of shareholder Bank of New York Mellon (BONY) and
the representative of ANSES FGS Law 26425 (ANSES) to approve and
sign the minutes of the Shareholders’ Meeting, jointly with
the Chairman.
ITEM
TWO: CONSIDERATION OF APPROVAL OF EXTENSION OF GLOBAL NOTE PROGRAM
FOR THE ISSUANCE OF SIMPLE, NON-CONVERTIBLE NOTES, SECURED OR
UNSECURED OR GUARANTEED BY THIRD PARTIES, FOR A MAXIMUM OUTSTANDING
AMOUNT OF UP TO USD 500,000,000 (FIVE HUNDRED MILLION U.S.
DOLLARS) OR ITS EQUIVALENT IN OTHER CURRENCIES, AS APPROVED BY THE
SHAREHOLDERS’ MEETING DATED OCTOBER 31, 2012 (THE
“PROGRAM”) FOR A TERM OF FIVE YEARS OR SUCH LONGER TERM
AS PERMITTED BY THE APPLICABLE LAWS.
It
was approved by a majority of votes the extension of the Global
Program for the Issuance of simple, non-convertible notes, secured
or unsecured or guaranteed by third parties, for a maximum
outstanding amount at any time of up to USD 500,000,000 (US dollars
five hundred million) or its equivalent in other currencies, for a
new term of five years from its expiration date, that is from
October 22, 2023, or for the longer term authorized by the
Argentine Securities Commission.
ITEM THREE: CONSIDERATION OF (I) DELEGATION TO THE BOARD OF
DIRECTORS OF THE BROADEST POWERS TO IMPLEMENT THE EXTENSION OF THE
PROGRAM AND 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; (III) 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 EXTENSION OF THE PROGRAM AND/OR THE IMPLEMENTATION OF THE
INCREASE OF ITS AMOUNT AND/OR THE ISSUANCE OF THE VARIOUS
SERIESAND/OR TRANCHES OF NOTES THEREUNDER; (B) APPLY FOR AND SECURE
AUTHORIZATION BY THE ARGENTINE SECURITIES COMMISSION TO CARRY OUT
THE PUBLIC OFFERING OF SUCH NOTES; (C) AS APPLICABLE, APPLY FOR AND
SECURE BEFORE ANY AUTHORIZED SECURITIES MARKET OF ARGENTINAAND/OR
ABROAD THE AUTHORIZATION FOR LISTING AND TRADING SUCH NOTES; AND
(D) CARRY OUT ANY PROCEEDINGS, ACTIONS, FILINGS AND/OR APPLICATIONS
RELATED TO THE EXTENSION OF THE PROGRAM AND/OR THE INCREASE OF ITS
AMOUNT 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.
It was
approved by majority vote:
1.- to
consider what was informed by the Chairman
2.-
to approve the delegation to the Board of Directors of the broadest
powers to resolve the process and to implement the extension of the
Program; (II) the renewal of the delegation to the Board of
Directors, carried out through the Shareholders' Meetings held on
October 31, 2012, November 14, 2014, October 31, 2016, October 31,
2017 and October 29, 2018 of the broadest powers to: (a) determine
the terms and conditions of the Program, in accordance with the
provisions of the Argentine Negotiable Obligations Law No. 23,576
and other amending and regulatory rules, including the power to
establish the amount thereof within the maximum amounts approved by
the Shareholders' Meeting; (b) the approval and signing of all
contracts and documentation related to the Program and the issuance
of each class and/or series of notes under it; and (c) set the time
and currency of issuance, term, price, form and conditions of
payment, type and rate of interest, destination of the funds and
other terms and conditions of each class and/or series of
negotiable obligations that are issued under the Program; (III) the
authorization to the Board of Directors to (a) approve, celebrate,
grant and/or sign any agreement, contract, document, instrument
and/or security related to the process and/or implementation of the
extension and/or expansion and/or reduction of the amount of the
Program and/or the issuance of the different classes and/or series
of notes under it, that the Board of Directors deems necessary or
that is required by the National Securities Commission, the
country's stock markets and/or or abroad, Caja de Valores S.A.
and/or other equivalent bodies; (b) request and process before the
National Securities Commission the authorization for the public
offering of such notes, (c) if applicable, request and process
before any competent body or authorized stock market of the country
and/or abroad the authorization for the listing and negotiation of
such notes, and (d) carry out any act, management, presentation
and/or procedure related to the Program and/or extension and/or
increase of the amount of the same and/or the issuance of the
different classes and/or series of notes under the Program; and
(IV) the Board of Directors is authorized to subdelegate the powers
and authorizations referred to in points (I), (II) and (III) above
to one or more of its members, managers of the Company or to the
persons determined in accordance with the provisions of current
regulations.
ITEM
FOUR: CONSIDERATION OF DISTRIBUTION OF A DIVIDEND FOR UP TO
ARS 9,500,000,000 (NINE BILLION FIVE HUNDRED MILLION PESOS)
PAYABLE IN CASH AND/OR IN KIND, CHARGED TO THE OPTIONAL RESERVE SET
UP BY RESOLUTION OF THE SHAREHOLDERS’ MEETING DATED OCTOBER
28, 2022, ON THE INCOME FOR THE FISCAL YEAR ENDED JUNE 30,
2022.
It
was approved by majority of votes: (i) to release the Optional
Reserve established in the Shareholders' Meeting held on October
28, 2022 on the results corresponding to the fiscal year ended on
June 30, 2022 and the payment of a dividend to the shareholders
according to their holdings that, adjusted for inflation according
to CNV Resolution No. 777/ 2018, results in a sum for up to ARS
9,500,000,000, payable in cash or in kind valued at market price,
delegating to the Company's Board of Directors the power to
determine the form of payment, in cash or in kind, and the
implementation of the payment, or a combination of both
options.
ITEM
FIVE: CONSIDERATION OF THE ALLOCATION OF UP TO 12,670,512 (TWELVE
MILLION SIX HUNDRED SEVENTY THOUSAND FIVE HUNDRED AND TWELVE) OWN
SHARES TO THE SHAREHOLDERS RATABLY ACCORDING TO THEIR INTERESTS, AS
PROVIDED IN SECTION 67 OF LAW 26,831.
It
was approved by a majority of votes to distribute the treasury
shares in the portfolio to the Shareholders in proportion to their
holdings, that is the amount of 12,670,512 shares and to authorize
the Board of Directors to implement the distribution of the
indicated shares.
ITEM SIX: AUTHORIZATION TO CARRY OUT REGISTRATION PROCEEDINGS
RELATING TO THIS SHAREHOLDERS’ MEETING BEFORE THE ARGENTINE
SECURITIES COMMISSION.
The
meeting approved by majority of votes to authorize attorneys-at-law
María Laura Barbosa, Lucila Huidobro, Pilar Isaurralde, Carla
Landi, Julia Lopez Radits and Dr. Gastón Di Iorio and Ms.
Andrea Muñoz, so that, acting individually and separately,
they proceed to carry out each and every one of the procedures
aimed to carry out the necessary registrations of the preceding
Shareholders' Meeting resolutions before the National Securities
Commission, BYMA, General Inspection of Justice, and any other
National, Provincial or Municipal Organism that corresponds,
signing documents, accepting and implementing modifications,
receiving notifications, answering views, presenting and breaking
down documentation, signing edicts and everything necessary for
that purpose.