SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN ISSUER
PURSUANT
TO RULE 13a-16 OR 15b-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of September, 2018
IRSA
Propiedades Comerciales S.A.
(Exact name of Registrant as specified in its
charter)
IRSA
Commercial Properties Inc.
(Translation of registrant´s name into
English)
Republic
of Argentina
(Jurisdiction of incorporation or organization)
Moreno
877 22nd Floor
(C1091AAQ)
Buenos
Aires, Argentina
(Address of principal
executive offices)
Form 20-F ⌧ Form
40-F ☐
Indicate by
check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ☐ No
x
IRSA
Porpiedades Comerciales S.A.
(THE
“COMPANY”)
REPORT
ON FORM 6-K
By letter dated
September 21, 2018, the Company informed that its Board of
Directors has resolved to call a General Ordinary and Extraordinary
Shareholders’ Meeting, to be held on October 29, 2018, at
10:00 a.m., at Hotel Intercontinental, located at Moreno 809,
Salón Quinquela, 2nd Underground Floor, City of Buenos
Aires, a venue other than its
registered office.
The
notice of call to the General Ordinary and Extraordinary
Shareholders’ Meeting to be held on October 29, 2018, at 10:00 a.m., at Hotel
Intercontinental, located at Moreno 809, Salón Quinquela, 2nd
Underground Floor, City of Buenos Aires, a venue other than its registered
office,
is transcribed below:
IRSA PROPIEDADES COMERCIALES S.A.
Registered with the Superintendency of
Corporations on June 23, 1943 under No. 284, Page 291, Book 46,
Volume A, hereby calls its shareholders to attend a General
Ordinary and Extraordinary Shareholders’ Meeting to be held
on October 29, 2018, at 11:00 a.m., at Hotel Intercontinental
located at Moreno 809, Salón Quinquela, 2nd
Underground Floor, City of Buenos
Aires, a venue other than its registered office, to deal with the
following Agenda:
1)
Appointment of two shareholders to sign the meetings’
minutes.
2)
Consideration of documents contemplated in paragraph 1, Section
234, Law No. 19,550 for the fiscal year ended June 30,
2018.
3)
Consideration of allocation of net income for the fiscal year ended
June 30, 2018 for $15,099,937,650. distribution of a cash dividend
for up to $545,000,000.
4)
CONSIDERATION OF ALLOCATION OF RETAINED EARNINGS FOR
$15,478,896,227.
5)
Consideration of Board of Directors’ performance for the
fiscal year ended June 30, 2018.
6)
Consideration of Supervisory Committee’s performance for the
fiscal year ended June 30, 2018.
7)
Consideration of compensation for $156,652,008 payable to the Board
of Directors for the fiscal year ended June 30, 2018.
8)
Consideration of compensation for $900,000 payable to the
Supervisory Committee for the fiscal year ended June 30,
2018.
9)
CONSIDERATION OF Appointment of Regular and Alternate directors for
a term of three fiscal years due to expiration of
term.
10)
Appointment of regular and alternate members of the supervisory
committee for a term of one fiscal year.
11)
Appointment of Certifying Accountant for the next fiscal
year.
12)
APPROVAL of compensation for $15,320,990 payable to certifying
accountant for the fiscal year ended june 30, 2018.
13)
AMENDMENT TO the company’s bylaws to COMPLY WITH new
statutory provisions. analysis of amendment.
14)
consideration of creation of a new global note program for the
issuance of simple, non-convertible notes, secured or unsecured or
guaranteed by third parties, for a maximum outstanding amount of up
to Us$ 600,000,000 (six hundred million u.s. dollars) (or its
equivalent in other currencies), pursuant to the provisions of
negotiable obligations Law nO. 23,576, as amended and supplemented
(the “program”), due to forthcoming expiration of the
current program and as a potential liability management transaction
and/or to attract new financial resources.
15)
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 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 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, company’s
managers or the persons it determines in accordance with current
laws and regulations.
Note:
The Registry of the Company’s book-entry shares is kept by
Caja de Valores S.A. (CVSA) domiciled at 25 de Mayo 362, City of
Buenos Aires. Therefore, in order to attend the Shareholders’
Meeting, evidence is to be obtained of the account of book-entry
shares kept by CVSA which should be submitted for deposit at
Florida 537 Floor 18, City of Buenos Aires (4323-4000) from 10:00
am to 3:00 pm no later than October 23, 2018. An acknowledgement of
admission to the Shareholders’ Meeting shall be furnished.
Upon dealing with items 4, 13 and 14, the Shareholders’
Meeting will qualify as an extraordinary meeting and a 60% quorum
will be required. Pursuant to Section 22, Chapter II, Title II of
the CNV Rules (2013 revision) upon registration for attending the
meeting, the shareholders shall provide the following data: first
and last name or full corporate name; identity document type and
number in the case of physical persons, or registration data in the
case of artificial persons, specifying the Register where they are
registered and their jurisdiction and domicile, and indicating
their nature. Identical data shall be furnished by each person who
attends the Shareholders’ Meeting as representative of any
shareholder, including their capacity. Pursuant to the provisions
of Section 24, 25 and 26, Chapter II, Title II of the CNV Rules (RG
687 revision) shareholders who are artificial persons or other
legal vehicles shall identify their final beneficial holders by
providing their full name, nationality, place of residence, date of
birth, identity document or passport, taxpayer registration number
(CUIT), employee registration number (CUIL), or other form of tax
identification, and profession. In the case of artificial
personsorganized abroad, the instrument evidencing their
registration pursuant to Sections 118 or 123 of Law No. 19,550, as
applicable, shall be filed in order to attend the meeting. The
representation shall be exercised by the legal representative
registered inthe applicable Public Register or a duly appointed
agent. If any equity interests are held by a trust or similar
vehicle, a certificate shall be filed identifying the trust
business giving rise to the transfer, including full name or
corporate name, domicile or establishment, identity document or
passport number or data evidencing registration, authorization or
incorporation of the trustor(s), trustee(s) or persons in
equivalent capacities, and residual beneficiaries and/or
beneficiaries or persons in equivalent capacities, according to the
legal system that governed the act, agreement and/or evidence of
registration of the agreement with the public Register of Commerce,
as applicable. If the equity interests are held by a foundation or
similar vehicle, whether public or private, the same data as those
mentioned in the previous paragraph shall be included with respect
to the founder or, if different, the person who made the
contribution or transfer to such estate. The representation shall
be exercised by the person who manages the estate, in the case of a
trust or similar vehicle, and the person exercising the legal
representation in the other cases, or a duly appointed agent.
Eduardo Sergio Elsztain. Chairman.