Buenos
Aires, November 1, 2022 – IRSA Inversiones y Representaciones
S.A. (NYSE:IRS;BYMA:IRSA), transcribes below a summary of what was
resolved in the Ordinary and Extraordinary General Meeting held on
10.28.2022
ITEM ONE: APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE
MEETING’S MINUTES.
The
meeting approved by a majority of votes the appointment of the
representatives of shareholders ANSES FGS and CRESUD SACIF Y A
(CRESUD) to approve and sign the minutes of the Shareholders’
Meeting together with the Chairmanship.
ITEM TWO:
CONSIDERATION OF DOCUMENTS CONTEMPLATED IN SECTION 234, PARAGRAPH
1, OF LAW NO. 19,550 FOR THE FISCAL YEAR ENDED JUNE 30,
2022
The
meeting approved by a majority of votes the documents required
under Section 234, paragraph 1, of Companies Law No. 19,550 for the
fiscal year ended June 30, 2022.
ITEM THREE:
ALLOCATION OF NET INCOME
FOR THE FISCAL YEAR ENDED JUNE 30, 2022 FOR ARS 34,252,534,791, AS
FOLLOWS: (I) TO THE ABSORPTION OF THE UNAPPROPRIATED RETAINED
EARNINGS ACCOUNT FOR ARS 3,488,229,344: (II) TO THE LEGAL RESERVE
FOR ARS 1,538,215,272, IN ACCORDANCE WITH THE LAWS IN FORCE; (III)
TO THE DISTRIBUTION OF A DIVIDEND TO THE SHAREHOLDERS FOR UP TO ARS
4,340,000,000 PAYABLE IN CASH AND/OR IN KIND AND (IV) THE BALANCE
OF ARS 24,886,090,175, TO AN OPTIONAL RESERVE.
It was
approved by majority of votes to allocate the result of the fiscal
year to: (i) the absorption of the unallocated results account for
the sum of $3,488,229,344, which, restated at the date of the
meeting, is equivalent to the sum of $4,254,820,266; (ii) the
integration of the legal reserve for the sum of $1,538,215,272, in
accordance with the provisions of section 70 of the Companies Law
and section 5, Chapter II, of Title IV of the CNV Rules, which
restated as of the date of the meeting is equivalent to the sum of
$1,876,261,240; (iii) the distribution of a dividend to
shareholders that adjusted for inflation in accordance with CNV
Resolution No. 777/2018, results in up to $4,340,000,000 payable in
cash and/or in kind, in the latter case valued at market price,
delegating to the Board of Directors of the Company the power to
determine the form of payment in cash or in kind, or a combination
of both options and (iv) the balance that restated to date amounts
to $31,308,963,560, to be allocated to the constitution of an
optional reserve, delegating its use and allocation to the Board of
Directors of the Company, responding to a prudent and reasonable
administration, in accordance with the provisions of section 70 of
the Companies Law No. 19,550.
ITEM FOUR:
CONSIDERATION OF BOARD OF DIRECTORS’ PERFORMANCE FOR THE
FISCAL YEAR ENDED JUNE 30, 2022.
It was
approved by a majority of votes: (i) the performance of the Board
of Directors during the fiscal year ended 06.30.2022 carried out by
each of its members, as well as with respect to the regular
directors who are also members of the audit and executive
committees that function within it, for the activities carried out
during the year under consideration, and taking into account the
corresponding legal abstentions and (ii) taking into consideration
that the Company has merged with IRSA PROPIEDADES COMERCIALES S.A.
during the year ended 06.30.2022, the merger having been registered
on April 27, 2022, and as such having the nature of a surviving
company, it was approved by majority vote the performance of the
members of the board of directors of the absorbed company in office
of their functions until the resolution of the meeting approving
the merger dated December 22, 2021.
ITEM FIVE:
CONSIDERATION OF SUPERVISORY COMMITTEE’S PERFORMANCE FOR THE
FISCAL YEAR ENDED JUNE 30, 2022.
It was
approved by a majority of votes: (i) the performance of the
Supervisory Committee during the year ended 06.30.2022 under
consideration and (ii) taking into consideration that the Company
has merged with IRSA PROPIEDADES COMERCIALES S.A. during the year
ended 06.30.2022, the merger having been registered on April 27,
2022, and as such having the nature of the surviving company, it
was approved by majority vote the performance of the members of the
Supervisory Committee of the company in office until the resolution
of the meeting approving the merger dated December 22,
2021.
ITEM SIX:
CONSIDERATION OF COMPENSATION PAYABLE TO THE BOARD OF DIRECTORS
(ARS 1,278,420,382, ALLOCATED SUM) FOR THE FISCAL YEAR ENDED JUNE
30, 2022.
It was approved by a majority
of votes: (I) the compensation to the Board of Directors of the
Company, including those corresponding to the members of the board
of directors of IRSA PROPIEDADES COMERCIALES S.A., of which the
Company is the surviving one by merger by absorption, in office
until the meeting that approved the merger on December 22, 2021,
for the total amount of $1,278,420,382 corresponding to the year
ended 06.30.2022, which includes technical-administrative functions
performed by the directors of both companies and that respond to
reasonableness guidelines in terms of compensation for the
performance of executive functions and considering the skills, the
technical and operational capacities and the experience in the
business of the members of the board of directors, as well as the
commitment they assume with their role, in addition to comparable
market criteria in companies similar in scope, all in accordance
with corporate governance practices established in the Corporate
Governance Code and (II) empower the Board of Directors to (i)
proceed to assign and timely distribute them in accordance with the
specific tasks duly performed by its members; and (ii) make monthly
prepayments fees ad referendum of what the next ordinary meeting
considers.
ITEM SEVEN:
CONSIDERATION OF COMPENSATION PAYABLE TO THE SUPERVISORY COMMITTEE
(ARS 3,919,000, ALLOCATED SUM) FOR THE FISCAL YEAR ENDED JUNE 30,
2022.
The
meeting approved by a majority of votes to pay the total amount of
ARS 3,919,000 to the Supervisory Committee as aggregate fees for
the tasks discharged during the fiscal year ended June 30, 2022,
amount that includes the compensation to the Supervisory Committee
of IRSA Propiedades Comerciales S.A., of which the Company is the
surviving one due to the merger by absorption, and who were in
office of their role until the Shareholders’ Meeting that
approved the merger on December 22, 2021.
ITEM EIGHT:
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.
The
meeting approved by a majority of votes: (i) to set in 12 (twelve)
the number of regular directors and in 5 (five) the number of
alternate directors; (ii) to renew the appointment of Messrs.
Alejandro Gustavo Elsztain, María Julia Bearzi, Liliana De
Nadai and David Williams as Regular Directors, all of them for
three years term of office, until June 30, 2025, and Mr. Oscar
Pedro Bergotto for one year term of office, until June 30, 2023 and
to appoint Mr. Nicolás Bendersky as Regular Director for one
year term of office, until June 30, 2023, thereby completing the
number of vacant positions and (iii) to renew the appointment of
Messrs. Enrique Antonini and Gabriel Adolfo Gregorio Reznik as
Alternate Directors, both of them for a three years term of office,
until June 30, 2025 and to appoint Mr. Marcos Oscar Barylka as
Alternate Director for a two years term of office, until June 30,
2024.
ITEM NINE: APPOINTMENT
OF REGULAR AND ALTERNATE MEMBERS OF THE SUPERVISORY COMMITTEE FOR A
TERM OF ONE FISCAL YEAR.
The
meeting approved by a majority of votes (i) to appoint Messrs.
José Daniel Abelovich, Marcelo Héctor Fuxman and
Noemí Ivonne Cohn as REGULAR STATUTORY AUDITORS and Messrs.
Roberto Daniel Murmis, Cynthia Deokmellian and Paula Sotelo as
ALTERNATE STATUTORY AUDITORS for a term of one fiscal year, noting
that according to the regulations of the Argentine National
Securities Commission, the proposed persons have the character of
independent, reporting that they have provided paid professional
assistance in relation to companies under section 33 of Companies
Law No. 19,550 and (ii) to authorize the proposed statutory
auditors to participate in the supervisory committee of other
companies by virtue of the provisions of Sections 273 and 298 of
Companies Law No. 19,550.
ITEM TEN:
APPOINTMENT OF CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR ENDING ON
JUNE 30, 2023.
The
meeting approved by a majority of votes to appoint the following
firms as certifying accountants for the 2022/2023 fiscal year (a)
PRICEWATERHOUSE&Co. member of PriceWaterhouseCoopers with
Carlos Brondo as Regular External Auditor and with Andrés
Suarez as Alternate External Auditor; and (b) Abelovich Polano
& Asociados with Noemi Ivonne Cohn as Regular External Auditor
and José Daniel Abelovich and Marcelo Héctor Fuxman as
Alternate External Auditor.
ITEM ELEVEN: APPROVAL OF COMPENSATION PAYABLE TO CERTIFYING
ACCOUNTANT FOR THE FISCAL YEAR ENDED JUNE 30, 2022.
The
meeting approved by a majority of votes a compensation of ARS
64,408,450 for the tasks developed by the Certifying Accountants
for the fiscal year ended June 30, 2022.
ITEM TWELVE: AMENDMENT TO SECTIONS SIXTEEN (MEETINGS), TWENTY-TWO
(COMMITTEES) AND TWENTY-THREE (SUPERVISORY COMMITTEE) OF THE
BYLAWS.
It was
approved by a majority of votes (i) to amend Section Sixteen (Board
of Directors meetings), Twenty-Second (Committees) and Twenty-Third
(Supervisory Committee) of the bylaws, proposing some amendments to
the comparative table of the amendment whose project was submitted
and administratively approved by the CNV prior to the meeting and
(ii) submit to the CNV for administrative compliance a new
comparative table with the approved texts. The approved wording is
as follows:
SECTION SIXTEEN: MEETINGS: A) The Board of Directors shall
hold meetings with the minimum frequency required by applicable
law, provided, however, that the Chairman or his substitute may
call a meeting when it is deemed advisable or upon request by any
member. B) Notices of meetings shall be made by the Chairman, or
his substitute, by writtennotice including electronic means,
indicating the agenda. C) The Board of Directors shall register all
decisions adopted in a minutes book, hard-copy or digital, in any
case, complying with the formalities outlined by the applicable
rules in force. The Company’s Board of Directors may act with
members present in person or communicated with each other by other
means of simultaneous transmission of sound, images and words,
either existing or to be created in the future and in accordance
with the laws in force. Members communicated remotely shall be
tallied for the purposes of quorum. The supervisory committee shall
exercise its assignment during the development of the remote
meeting, in whole or in part, putting on record the legality of the
communication among the participants and the resolutions adopted,
ensuring the fulfillment of the legal, reglementary and statutory
rules. In any event, board minutes shall reflect the kind of
participation in the case of members participating from a remote
location. In the event of board meetings held remotely in which all
the members of the Board participate in such a way, board minutes
shall be transcribed to the minutes book and signed within five
business days of the meeting by the legal representative and one
representative of the supervisory committee. In the event of board
meetings held with the participation of members remotely and in
person in the legal domicile or any other domicile within the
jurisdiction of the Company, according to the call, board minutes
shall be signed by the legal representative, directors attending in
person and one representative of the supervisory
committee.
SECTION TWENTY-TWO: COMMITTEES. A) AUDIT COMMITTEE. The
Company shall have an Audit Committee which shall act collectively.
It shall be composed of three regular directors, who shall be
elected by the Board of Directors from among its members, and an
equal or lower number of alternate directors, who shall be elected
by the Board of Directors from among its members. All of its
members shall be independent. The Audit Committee may act with the
members present in person, or communicated with each other by means
of simultaneous transmission of sound, images and words, either
existing at present or to be created in the future and in
accordance with the laws in force. Members communicated remotely
shall be tallied for the purposes of quorum. The Audit Committee
shall adopt resolutions by a majority vote of those present,
computing the members communicated remotely as well. In the event
of meetings held remotely in which all the members of the Audit
Committee participate in such a way, minutes shall be transcribed
to the minutes book and signed within five business days of the
meeting by one of the members of the Audit Committee appointed for
such purpose and the representative of the supervisory committee,
who shall put on record their attendance to the meeting,
verification the legality of the remote communication and
resolutions have been adopted pursuant to the guidelines set forth
in the current Section. In the event of meetings held with the
participation of members remotely and in person in the legal
domicile or any other domicile within the jurisdiction of the
Company, according to the call, minutes shall be signed by the
in-person members and one representative of the supervisory
committee, who shall put on record their attendance to the meeting,
verification the legality of the remote communication and
resolutions have been adopted pursuant to the guidelines set forth
in the current Section. The Audit Committee shall make its own
regulations. The provisions stated herein for the operation of the
Board of Directors and the rules applicable to the Board of
Directors shall be applicable to the Audit Committee’s
discussions, its minutes books and the frequency of its meetings.
The remaining members of the Board of Directors and the statutory
auditors may attend and participate in the Committee’s
meetings but they are not entitled to vote. The Audit
Committee’s rights and duties shall be those set forth in
Section 110, Law No. 26,831 on Capital Markets and in Article V,
Chapter III, Title II of the Argentine Securities Commission Rules,
and all other rights and duties that may be determined in the
future. B) EXECUTIVE COMMITTEE. (A) The day-to-daybusiness of the
Company is managed by an Executive Committee consisting of no fewer
than five (5) and not more than nine (9) regular members. Regular
members of the Executive Committee are elected from among the Board
of Directors at the first meeting held after the annual ordinary
general shareholders’ meeting. The Chairman, Vice Chairman
and Second Vice Chairman of the Board of Directors have to,
necessarily, be members of the Executive Committee; they may also
select from the Board of Directors, one or a smaller number of
alternate members -who shall be regular directors and shall take
office on the Executive Committee in the event of a temporary or
permanent vacancy of any of the regular members of the Executive
Committee. Members of the Executive Committee shall serve in their
positions until they shall be replaced by Board of Directors’
decision. Stepping down from the office of Regular Director for any
reason whatsoever shall automatically imply stepping down from the
office of member of the Executive Committee with no need for an
express decision. (B) The Executive Committee shall, at its first
meeting, designate from among its members a Chairman and a
Vice-Chairman, with the latter substituting for the former in the
event of absence or permanent or temporary inability to discharge
functions. (C) A quorum is achieved at a meeting of the Executive
Committee by the presence of three (3) members and adoption of a
resolution requires a majority of these three members. The
Executive Committee may act with members present in person or
communicated with each other by other means of simultaneous
transmission of sound, images and words, either existing or to be
created in the future and in accordance with the laws in force. The
Executive Committee shall adopt resolutions by a majority vote of
those present, computing the members communicated remotely as well.
In any event, the minutes shall reflect the type of participation
of those members communicated remotely, indicating the features of
the communication way.In the event of meetings of the Executive
Committee held remotely in which all the members participate in
such a way, minutes shall be transcribed to the minutes book and
signed within five business days of the meeting by the chairman of
the Executive Committee and one representative of the supervisory
committee. In the event of meetings held remotely, in whole or in
part, the representative of the Supervisory Committee shall put on
record his attendance to the meeting, the legality of the remote
communication among the participants, and the resolutions adopted,
ensuring the fulfillment of the legal, reglementary and statutory
rules. (D) The Executive Committee, in its first meeting, shall
establish the frequency of its meetings, irrespective of the
meetings to be held when summoned by its Chairman or the person
substituting for the Chairman or in response to a request by any of
its members, which requested meeting is to be held within
forty-eight (48) hours of the request. Under no circumstances shall
thesemeetings require an agenda previously established and
informed. Evidence of these meetings shall be recorded in a book of
minutes in hard copy or digital, in any case, complying with the
formalities outlined by the applicable rules in force. (E) The
Executive Committee may divide its functions by creating special
three-member (3) Sub-committees and any of these three members may
be replaced by the alternate member referred to above. The
sub-committees shall abide by the rules of operation previously set
forth. (F) Notwithstanding the powers granted to the Board of
Directors either by law or these By-laws, the Executive Committee
shall manage the day-to-day businesses which are not directly
managed by the Board of Directors by reason of its original powers
or by delegation. As a result, the Executive Committee may: (1)
subject to the strategic objectives established and the decisions
made by the Board of Directors, lay down and implement the
business, loan, financial and human resources policies to be abided
by the Company, as well as any other policy related to the
Company’s corporate purpose, executing and conducting any
agreement and transaction necessary, including those requiring
instrumentation through a notarial deed, (2) subject to the
structural guidelines established by the Board of Directors,
create, maintain, remove, restructure or transfer any
administrative and functional areas and departments within the
Company; (3) Create Special Committees, appoint Executive Vice
Chairmen, Executive Directors and/or analogous functional
structures or levels, appoint the persons who shall fill such
positions and determine the scope of their duties; 4) Approve the
Company’s headcount, appoint managers, including the general
managers and deputy managers and determine their duties, hire
personnel of any rank or hierarchy, establish the levels of
compensation to be earned by each position in the payroll as well
as working conditions and make any other decision related to the
Company’s human resources, including promotions and
dismissals, with the Chairman of the Executive Committee being
authorized to decide transfers, relocations and/or removals and to
impose any penalties applicable; 5) Propose to the Board of
Directors the creation, opening, transfer or closure of branches,
agencies or representative offices within or without Argentina, as
well as any involvement in the creation of other companies,
including pursuant to acquisitions in other companies domiciled in
Argentina or abroad and the disposal, either in wholeor in part, of
any ownership interests related thereto and supervise the operation
of all of them, imparting instructions as applicable in relation to
the exercise of corporate rights; 6) Manage and dispose of
corporate property on the basis of the general guidelines
established by the Board of Directors and irrespective of the
attributes of the Board and, with the same scope, borrow funds to
apply them to the Company’s operations; 7) Prepare and submit
to the consideration of the Board of Directors any plans necessary
to develop the policies referred to in sub-section 1) of this
paragraph as well as the regime applicable to agreements, the
annual budget and the estimates related to expenses, investments
and levels of indebtedness; 8) Approve reductions, waiting periods,
refinancings, novations, debt cancellations and/or waivers of
rights whenever necessary and/or advisable to the Company’s
day to day operations; 9) Establish its own internal regulations,
if deemed necessary. The preceding list is merely illustrative and
the Executive Committee is authorized to carry out any actions
necessary inherent in the day-to-day conduct of its corporate
business. It is expressly understood that the above functions may
be discharged by assigning them to the Special Committees whose
creation is contemplated in paragraph E). Irrespective of the
attributes of the Board of Directors and the attributes vested in
the Company’s legal representatives, the Minutes of the
Executive Committee shall be sufficient documentation to authorize
the conduct of any ordinary transaction of the Company, and the
only transactions excluded from this requirement are those whose
amounts exceed 10% of the Company’s net shareholders’
equity, calculated in accordance with the most recent audited
financial statements available at the time of the
transaction.
SECTION TWENTY-THREE: SUPERVISORY COMMITTEE: A) The
Company’s supervision is the responsibility of a Supervisory
Committee composed of three (3) regular and three (3) alternate
members. Members are elected at the general ordinary
shareholders’ meeting. In the first meeting following the
General Ordinary Shareholders’ Meeting, the Supervisory
Committee shall appoint a Chairman among its members. B) Members
shall be elected for one (1) fiscal year term. C) The Supervisory
Committee shall act upon the majority of its members in person or
communicated with each other by other means of simultaneous
transmission of sound, images and words, either existing or to be
created in the future and in accordance with the laws in force and
resolve by a majority of votes in person or communicated remotely
and shall meet with the minimum frequency that may require the
performance of their duties and the applicable rules. D) The
Supervisory Committee must put on record its resolutions in a
minutes book in hard copy or digital, in any case, complying with
the formalities outlined in the applicable rules in force. If
meetings were held with members communicated remotely, the minutes
shall contain complete names, their votes and it shall be put on
record the regularity of the resolutions adopted. The minutes shall
be drafted and signed within five business days of the meeting. In
any event, the minutes shall reflect the type of participation of
those members who communicate remotely, indicating the
communication features. E) In the event of death, disability,
disqualification, resignation, removal or absence, whether
permanent or temporary of the regular members, the alternate
members shall substitute for them in the order of appointment. G)
The members of the Supervisory Committee shall have the powers and
duties set forth under the Argentine Companies Law. H) The General
Ordinary Shareholders’ Meeting shall fix the Supervisory
Committee’s compensation pursuant to the provisions of the
applicable laws.
ITEM THIRTEEN: CONSIDERATION OF THE ALLOCATION OF UP TO 9,419,623
OWN SHARES ACQUIRED UNDER THE SHARES BUYBACK PROGRAM APPROVED BY
THE BOARD OF DIRECTORS ON MARCH 11, 2022, EQUIVALENT TO 1.16% OF
THE CAPITAL STOCK, TO THE IMPLEMENTATION OF AN INCENTIVE PLAN FOR
THE COMPANY’S EMPLOYEES, MANAGEMENT AND
DIRECTORS.
It was
approved by a majority of votes (i) to authorize the Board of
Directors of the Company with the broadest powers to prepare the
incentive plan encouraging the participation of the individuals
indicated as shareholders of the Company, establishing both
quantitative and qualitative objective parameters under which the
employees, management and directors are creditors of shares of the
Company, submitting the approval of such plan to the corresponding
bodies and (ii) apply to such plan up to the sum of 9,419,623
ordinary shares that represent 1.16% of the share capital which
were acquired under the buyback program authorized by the Board of
Directors on March 11, 2022, which will be delivered to the
beneficiaries of the plan in accordance with the compliance
guidelines of the participants of that program.
ITEM FOURTEEN: AUTHORIZATION TO CARRY OUT REGISTRATION PROCEEDINGS
RELATING TO THIS SHAREHOLDERS’ MEETING BEFORE THE ARGENTINE
SECURITIES COMMISSION AND THE GENERAL SUPERINTENDENCY OF
CORPORATIONS.
The
meeting approved by a majority of votes to authorize
attorneys-at-law María Laura Barbosa, Lucila Huidobro, Pilar
Isaurralde, Carla Landi, Julia Lopez Radits and 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 assembly 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.