Buenos
Aires - Argentina, April 28, 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
April 27, 2023
ITEM ONE: APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE
MEETING’S MINUTES.
The
meeting approved by 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 CAPITAL STOCK INCREASE FROM THE SUM OF
ARS 811,122,208 TO THE SUM OF ARS 7,363,527,208 THROUGH THE PARTIAL
CAPITALIZATION OF THE ISSUE PREMIUM ACCOUNT AND THE RESULTING
ISSUANCE OF 6,552,405,000 FULLY PAID-IN SHARES TO BE ALLOCATED TO
THE HOLDERS OF OUTSTANDING SHARES AS OF THE SETTLEMENT DATE,
RATABLY ACCORDING TO THEIR EQUITY INTERESTS.
The
meeting approved by majority of votes: (1) To increase the capital
stock in the amount of ARS 6,552,405,000, modifying the capital
stock from the amount of ARS 811,122,208 to the amount of ARS
7,363,527,208 through the partial capitalization of the Issue
Premium account for the sum of 6,552,405,000, consequently issuing
the amount of ARS 6,552,405,000 (six thousand five hundred
fifty-two million four hundred five thousand) common, book-entry
shares, with a par value of $1 (one peso) and with the right to one
vote per share, representing 88.98% of the capital after
capitalization. Said shares will be issued in favor of the
shareholders in proportion to their holdings at the time of
issuance and liquidation and will grant them the same economic and
political rights that they possess with respect to the shares
currently in circulation as of their issuance and in accordance
with the provisions of section 97 of the BYMA Listing Regulations,
fractions smaller than one share must be settled in cash. The
amount to be capitalized comes from the financial statements
approved and published with the closing date of June 30, 2022; and
(2) to delegate to the Board of Directors the broadest powers for
the processing and implementation of the capital increase by
issuance of shares and the setting of the remaining issuance
conditions not established by this Shareholders’ Meeting,
including without limitation, the determination of the period and
timing of the issuance of the new shares and to negotiate, agree,
modify, subscribe and/or issue all the documentation that is
convenient or necessary for the issuance of the new shares and/or
the liquidation of fractions of shares, as well as the taking of
any related actions in order to carry out the resolutions adopted
at this Shareholders’ Meeeting and to make the modifications
that the control bodies may suggest and sub-delegate the powers
delegated by this Shareholders’ Meeting to the persons
designated by the Board of Directors for that purpose for (i)
Carrying out all the necessary procedures, with the broadest
powers, in order to obtain the authorizations for public offering
and the listing and/or negotiation of the new shares that are
issued on stock exchanges and/or public stock markets or authorized
private companies in the country and/or abroad, all before the
Argentine Securities Commission (“CNV”), the Securities
and Exchange Commission of the United States (“SEC”)
and/or other similar organizations in the country or abroad, as
well as granting authorization for the registration of the increase
of respective social capital before the Public Registry; (ii) in
the event that it is necessary to extend and/or to adapt and/or to
amend the American Depositary Receipts program in force to date
between the Company and the Bank of New York as depositary,
representatives of American Depositary Shares iii) in the event of
corresponding, as a result of the issuance of the new shares, to
modify the conditions (conversion ratio and/or exercise price) of
the outstanding warrants in accordance with the provisions of the
contract for the Company's warrants issued in the capital increase
by subscription of shares that took place in the 2021.
ITEM THREE: CONSIDERATION OF AMENDMENT TO SECTION SEVEN OF THE
BYLAWS DUE TO THE CHANGE IN THE PAR VALUE OF THE SHARES FROM THE
SUM OF $1 (ONE PESO) TO THE SUM OF $10 (TEN PESOS).
It was
approved by majority of votes to amend section seven of the bylaws,
the text transcribed below: "SECTION SEVEN: SHARES: A) The shares
of the Company are ordinary, book-entry, with a nominal value of
ten pesos ($ 10.-) each and entitled to one (1) vote per share. B)
The Company may issue preferred shares with or without voting
rights, which will be book-entry. The preferred shares will be
entitled to a preferential payment dividend of a cumulative nature
or not, in accordance with the conditions of their issuance. An
additional participation in net and realized profits can also be
set”.
ITEM FOUR: CONSIDERATION OF DISTRIBUTION OF A CASH DIVIDEND FOR UP
TO $ 21,900,000,000 (TWENTY ONE BILLION NINE HUNDRED MILLION
PESOS), 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 (1) to release the Optional Reserve
in the meeting held on October 28, 2022 on the results
corresponding to the fiscal year ended on June 30, 2022, and to pay
a dividend to the shareholders in proportion to their holdings
that, adjusted for inflation in accordance with CNV Resolution No.
777/2018, result in up to the sum of ARS 21,900,000,000 (Twenty-one
Thousand Nine Hundred Million Pesos), to be paid in cash; and (2)
to delegate to the Board of Directors the implementation of the
payment of dividends to the shareholders, as well as the processing
and implementation of the payment of said dividend to GDS
holders.
ITEM FIVE: AUTHORIZATION TO CARRY OUT REGISTRATION PROCEEDINGS
RELATING TO THIS SHAREHOLDERS’ MEETING BEFORE THE ARGENTINE
SECURITIES COMMISSION AND THE SUPERINTENDENCY OF
CORPORATIONS.
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
assembly resolutions before the National Securities Commission,
BYMA, General Inspection ofJustice, 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.