Buenos
Aires - Argentina, October 6, 2023 – IRSA Inversiones y
Representaciones S.A. (NYSE:IRS;BYMA:IRSA), transcribes below a
summary of what was resolved in the Ordinary and Extraordinary
General Shareholders' Meeting held on
October 5, 2023
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, 2023.
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,
2023.
THIRD ITEM:
ALLOCATION OF NET INCOME FOR THE FISCAL YEAR ENDED JUNE 30, 2023
FOR $ 57,350,858,685.45 (FIFTY-SEVEN BILLION THREE HUNDRED AND
FIFTY MILLION EIGHT HUNDRED FIFTY-EIGHT THOUSAND SIX HUNDRED AND
EIGHTY-FIVE PESOS WITH 45/100 CENTS), AS FOLLOWS: (I) $
2,867,542,934.27 (TWO BILLION EIGHT HUNDRED SIXTY-SEVEN MILLION
FIVE HUNDRED FORTY-TWO THOUSAND NINE HUNDRED AND THIRTY-FOUR PESOS
WITH 27/100 CENTS) TO THE LEGAL RESERVE, IN ACCORDANCE WITH THE
LAWS INFORCE; AND II) THE BALANCE OF $ 54,483,315,751.18
(FIFTY-FOUR BILLION FOUR HUNDRED EIGHTY-THREE MILLION THREE HUNDRED
FIFTEEN THOUSAND SEVEN HUNDRED AND FIFTY-ONE PESOS WITH 18/100
CENTS) TO THE DISTRIBUTION OF A DIVIDEND TO THE SHAREHOLDERS IN
PROPORTIONTO THEIR SHAREHOLDING INTERESTS FOR UP TO $
64,000,000,000 (SIXTY-FOUR BILLION PESOS) PAYABLE IN CASH AND/OR IN
KIND, TO WHICH EFFECT IT IS PROPOSED TO REVERSE THE RESERVE FOR
DISTRIBUTION OF FUTURE DIVIDENDS FOR UP TO $ 8,984,932,749.20
(EIGHT BILLION NINE HUNDRED EIGHTY-FOUR MILLION NINE HUNDRED
THIRTY-TWO THOUSAND SEVEN HUNDRED AND FORTY-NINE PESOS WITH 20/100
CENTS) AND THE SPECIAL RESERVE FOR UP TO $ 531,751,499.62 (FIVE
HUNDRED THIRTY-ONE MILLION SEVEN HUNDRED FIFTY-ONE THOUSAND FOUR
HUNDRED AND NINETY-NINE PESOS WITH 62/100 CENTS) TO COMPLETE THE
PROPOSED DIVIDEND DISTRIBUTION AMOUNT.
It was
resolved, by majority vote, to approve the allocation of the net
income for the fiscal year as follows: (I) $ 2,867,542,934.27 (two
billion eight hundred sixty-seven million five hundred forty-two
thousand nine hundred and thirty-four pesos with 27/100 cents) to
the Legal Reserve, which sum, upon being adjusted, amounts to
$3,428,890,040.70 (three billion four hundred twenty eight million
eight hundred ninety thousand and forty pesos with 70/100 cents),
in accordance with the laws in force and, II) the balance of
$54,483,315,751.18 (fifty-four billion four hundred eighty-three
million three hundred fifteen thousand seven hundred and fifty-one
pesos with 18/100 cents), which sum, upon being adjusted, amounts
to $65,148,910,773.25 (sixty-five billion one hundred forty-eight
million nine hundred ten thousand seven hundred and seventy-three
pesos with 25/100 cents), to the distribution of a dividend to the
Shareholders in proportion to their shareholding interests, payable
in cash, in the amount of $64,000,000,000. Taking into
account that the adjusted income suffices to make payments of the
proposed dividends, it was approved, by majority vote, (i) to
allocate the balance of the adjusted income for the fiscal year,
that is, the amount of $1,148,910,773.25 to the Reserve for
distribution of future dividends and (ii) not to reverse the
reserve for distribution of future dividends or the Special Reserve
in the amounts originally recommended in this item on the
Agenda.
FOURTH 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, 2023, 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, 2023.
FIFTH ITEM: CONSIDERATION OF SUPERVISORY COMMITTEE’S
PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30, 2023.
It was
resolved, by majority vote, to approve the Supervisory
Committee´s performance for the fiscal year ended June 30,
2023.
SIXTH ITEM:
CONSIDERATION OF COMPENSATION PAYABLE TO THE BOARD OF DIRECTORS FOR
$ 13,500,000,000 (THIRTEEN BILLION FIVE HUNDRED MILLION PESOS)
WITHIN THE LIMIT SET FORTH BY SECTION 261 OF LAW NO.
19,550.
It was
resolved, by majority vote, to approve: (I) the compensation
payable to the Company´s Board of Directors, in the aggregate
amount of $9,050,000,000 (nine billion fifty million pesos) for the
fiscal year ended June 30, 023, 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, in the particular year under
consideration, the successful outcome of their performance in
connection with the debt refinancing and repayment process and the
Company´s financial management, 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; (ii)
based
on the changes in the compensation amounts recommended in this item
on the Agenda, to make all adjustments as may be required in the
Allocations to Directors table, as set forth in Chapter III,
Article I, section 3 of the CNV Rules (2013 Revision) and timely
submit same before the CNVand (iii) to make advance payments of
monthly fees subject to consideration by the ensuing Ordinary
Shareholders´ Meeting.
SEVENTH
ITEM: CONSIDERATION OF COMPENSATION PAYABLE TO THE SUPERVISORY
COMMITTEE FOR $ 8,450,000 (EIGHT MILLION FOUR HUNDRED AND FIFTY
THOUSAND PESOS, ALLOCATED SUM) FOR THE FISCAL YEAR ENDED JUNE 30,
2023.
It
was resolved, by majority vote, to approve payment to the
Supervisory Committee for duties discharged in the fiscal year
ended June 30, 2023, of the aggregate amount of $8,450,000 (eight
million four hundred and fifty thousand pesos), and to delegate
authority to the Supervisory Committee to make the individual
allocation of the stated amount.
EIGHTH
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. Fernando Adrián Elsztain,
Daniel Ricardo Elsztain, Oscar Pedro Bergotto and Nicolás
Bendersky as Regular Directors should be renewed for a term of
three fiscal years, that is, until June 30, 2026 and (iii) the
appointment of Mr. Iair Manuel Elsztain as Alternate Director
should be renewed for a term of three fiscal years, that is, until
June 30, 2026. It was put on record that proposed regular
directors, Messrs. Fernando Adrián Elsztain, Daniel Ricardo
Elsztain and Nicolás Bendersky and alternate director Mr. Iair
Manuel Elsztain, are non-independent directors whereas proposed
director Mr. Oscar Pedro is an independent director pursuant to the
provisions of Section 11, Article III, Chapter II of the CNV Rules
(2013 Revision).
NINTH 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 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.
TENTH
ITEM: APPOINTMENT OF CERTIFYING ACCOUNTANTS FOR THE FISCAL YEAR
ENDING JUNE 30, 2024.
It
was resolved, by majority vote, to approve the appointment as
certifying accountants for the fiscal year 2023/2024 of the
following firms (a) PRICEWATERHOUSE&Co. 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.
ELEVENTH
ITEM: APPROVAL OF COMPENSATION PAYABLE TO CERTIFYING ACCOUNTANTS
FOR THE FISCAL YEAR ENDED JUNE 30, 2023.
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, 2023 in the amount of $147,080,905 (one hundred
forty-seven million eighty thousand nine hundred and five
pesos).
TWELFTH
ITEM: CONSIDERATION OF THE DISTRIBUTION OF UP TO 13,928,410
(THIRTEEN MILLION NINE HUNDRED TWENTY-EIGHT THOUSAND FOUR HUNDRED
TEN) 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: (i) the reversal of the
allocation of 9,419,623 treasury shares of $ 1 par value for the
implementation of an incentive program intended for employees,
management members and directors of the Company and (ii) the
distribution of the aggregate amount of 13,928,410 treasury shares
of the Company with a par value of $ 1 that- considering the
distribution of fully paid-up shares and the change in the par
value and that each share of $ 1 par value was equal to
0.90780451408 shares of $ 10 par value- after being adjusted as
mentioned above, is equal to 12,644,273 shares of $ 10 par value,
including the number of shares specified in paragraph (i) above, to
the Shareholders in proportion to their holdings and (ii) the grant
of authorization to the Board of Directors to implement the
distribution of the above stated shares.
THIRTEENTH ITEM:
CONSIDERATION OF APPROVAL OF EXTENSION OF GLOBAL NOTE PROGRAM FOR
THE ISSUANCE OF SIMPLE, NON-CONVERTIBLE, UNCONDITIONAL NOTES,
SECURED OR UNSECURED, SUBORDINATED OR SENIOR, TO BE PAID IN IN CASH
AND/OR IN KIND FOR A MAXIMUM OUTSTANDING AMOUNT OF UP TO USD
750,000,000 (SEVEN HUNDRED FIFTY MILLION DOLLARS) OR ITS EQUIVALENT
IN OTHER CURRENCIES OR VALUE UNITS, AS APPROVED BY THE
SHAREHOLDERS’ MEETING DATED MARCH 20, 2019 (THE
“PROGRAM”) FOR A TERM OF FIVE YEARS OR SUCH LONGER TERM
AS PERMITTED BY THE APPLICABLE LAWS.
It was
resolved, by majority vote, to approve the extension of the Global
Note Program for the issuance of simple, non-convertible,
unconditional notes, secured or unsecured, subordinated or senior,
to be paid in in cash and/or in kind for a maximum outstanding
amount of up to USD 750,000,000 (seven hundred fifty million
dollars) or its equivalent in other currencies or value units, for
an additional term of five years to be computed since the
expiration of the term, that is, since March 20, 2024, or such
longer term as permitted by the CNV Rules.
FOURTEENTH ITEM:
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, THE INCREASE OR DECREASE OF THE 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 EXTENSION OF THE PROGRAM AND/OR THE
IMPLEMENTATION OF THE INCREASE OR DECREASE OF ITS AMOUNT AND/OR THE
ISSUANCE OF THE VARIOUS SERIES AND/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 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 EXTENSION OF THE PROGRAM
AND/OR THE INCREASE AND/OR DECREASE 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
resolved, by majority vote, to approve: (I) the delegation to the
Board of Directors of the broadest powers to resolve upon the
proceedings for and the implementation of the extension of the
Program; (II) the renewal of the delegation to the Board of
Directors, as resolved at the Shareholders´ Meetings held on
October 31, 2017, of the broadest powers to: (a) determine the
terms and conditions of the Program, pursuant to the provisions of
the Argentine Negotiable Obligations Law No. 23,576, as amended and
regulated, including the powers to determine the amount thereof
within the maximum amounts approved by the Shareholders´
Meeting; (b) approve and execute all such contracts and documents
as may be related to the Program and the issuance of the various
series and/or tranches of notes thereunder; and (c) determine the
time and currency of issuance, term, price, payment method and
conditions, type and rate of interest, use of proceeds and any
further terms and conditions applicable to the various series
and/or tranches of notes issued under the Program; (III) that the
Board be granted authorization to (a) approve, execute, grant
and/or deliver any agreement, contract, document, instrument and/or
security related to the proceedings for and/or implementation of
the extension of the program and/or the increase or decrease of its
amount and/or the issuance of the various series and/or tranches of
notes thereunder, as may be deemed necessary by the Board of
Directors or as may be requested by the Argentine Securities
Commission, any securities markets in Argentina and/or abroad, Caja
de Valores S.A. and/or any equivalent agencies; (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 competent authority or 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 program and/or
the extension thereof and/or the increase and/or decrease of its
amount and/or the issuance of the various series and/or tranches of
notes under the program;and (IV) that the Board of Directors be
granted authorization to sub-delegate the powers and authorizations
referred to in items (I), (II) and (III) above to one or more of
its members, Company´s managers or such individuals as may be
appointed for such purposes in compliance with the laws in
force.
FIFTEENTH
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, Carla Landi, Gaston Di Iorio 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.