On behalf of
IRSA PROPIEDADES COMERCIALES
SA, below is a summary of the resolutions adopted at the
General Ordinary and Extraordinary Shareholders’ Meeting held
on October 29, 2018:
ITEM ONE: APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE
MEETING’S MINUTES
The
meeting approved by unanimous vote that the representatives of
shareholders ANSES FGS and IRSA Inversiones y Representaciones
Sociedad Anónima (IRSA) approve and sign the minutes of the
Shareholders’ Meeting.
ITEM TWO: CONSIDERATION OF DOCUMENTS CONTEMPLATED IN PARAGRAPH 1,
SECTION 234, OF THE GENERAL COMPANIES LAW No. 19,550 FOR THE FISCAL
YEAR ENDED JUNE 30, 2018.
The
meeting approved by majority of votes all the documents required
under Section 234, paragraph 1, of the General Companies Law for
the fiscal year ended June 30, 2018.
ITEM THREE: 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.
The
meeting approved by majority of votes:
(I) To
allocate the sum of $545,000,000 as cash dividends.
(II) To
delegate to the Board of Directors the power to implement its
payment to the shareholders, within the terms set forth in the
applicable laws, as well as the proceedings relating to and
implementation of the payment of such dividend to the ADR holders.
As concerns local shareholders who are holders of common shares, it
was approved that they be given the option to collect their ratable
portion of such dividends in U.S. dollars instead of doing so in
Argentine Pesos, to which end they shall give notice of their
option to Caja de Valores S.A. until November 8, 2018, provided
that in the case of payment of such dividend in U.S. dollars, the
conversion value to U.S. Dollars will be set considering the
Peso/U.S. Dollar seller exchange rate for wire transfers quoted by
Banco de la Nación
Argentina at the close of business of the trading day
immediately preceding the date such dividends are made available in
Argentine Pesos in Argentina.
(III)
To allocate the balance of $14,554,937,650 to set up a special
reserve, which may be used for future dividends the Company may
decide to pay during this fiscal year (2018-2019), for the
development of projects and businesses aligned to the
Company’s business plan or for fulfilling existing
commitments, delegating to the board of directors the
implementation of the actions necessary to allocate the proceeds to
any of such purposes.
ITEM FOUR: CONSIDERATION
OF ALLOCATION OF RETAINED EARNINGS FOR
$15,478,896,227.
The
meeting approved by majority of votes the allocation of retained
earnings for $15,478,896,227 to set up a Special Reserve which may
be used for future dividends the Company may decide to pay during
this fiscal year (2018-2019), for the development of projects and
businesses aligned to the Company’s business plan or for
fulfilling existing commitments, delegating to the board of
directors the implementation of the actions necessary to allocate
the proceeds to any of such purposes.
ITEM FIVE: CONSIDERATION
OF BOARD OF DIRECTORS’ PERFORMANCE FOR THE FISCAL YEAR ENDED
JUNE 30, 2018.
The
meeting approved by majority of votes the performance of each of
the Board members and the regular directors who are also members of
the audit and executive committees as concerns the activities
developed during fiscal year 2018, with the applicable legal
abstentions.
ITEM SIX: CONSIDERATION OF
SUPERVISORY COMMITTEE’S PERFORMANCE FOR THE FISCAL YEAR ENDED
JUNE 30, 2018.
The
meeting approved by majority of votes the Supervisory
Committee’s performance during fiscal year 2018.
ITEM SEVEN: CONSIDERATION
OF COMPENSATION FOR $156,652,008 PAYABLE TO THE BOARD OF DIRECTORS
FOR THE FISCAL YEAR ENDED JUNE 30, 2018.
The
meeting approved by majority of votes the sum of $156,652,008
payable to the Board of Directors as total compensation, for the
fiscal year ended June 30, 2018, which amount is within the limits
imposed under Section 261 of General Companies Law No. 19,550,
taking into account the directors’ responsibilities, the time
devoted to the discharge of professional duties, the results of
their performance, the specific technical tasks developed in
controlled companies and their professional skills and market value
of the services rendered. In addition, it approved that the Board
be empowered (i) to allocate and distribute such compensation sum
in due course in accordance with the specific duties discharged by
its members; and (ii) to make monthly advance payments of fees
contingent upon the resolution to be adopted at the next ordinary
shareholders’ meeting.
ITEM EIGHT: CONSIDERATION
OF COMPENSATION FOR $900,000 PAYABLE TO THE SUPERVISORY COMMITTEE
FOR THE FISCAL YEAR ENDED JUNE 30, 2018.
The
meeting resolved by majority of votes to pay $900,000 to the
Supervisory Committee as aggregate fees for the tasks discharged
during fiscal year ended June 30, 2018, and to delegate to the
Supervisory Committee the power to allocate such amount among its
individual members.
ITEM NINE: CONSIDERATION OF APPOINTMENT OF REGULAR AND ALTERNATE
DIRECTORS FOR A TERM OF THREE FISCAL YEARS DUE TO EXPIRATION OF
TERM.
The
meeting resolved by majority of votes that the appointment of
Messrs. Alejandro Gustavo ELSZTAIN and Fernando Adrián
ELSZTAIN, as non-independent
regular directors, and of Mr. Leonardo Fabricio
FERNÁNDEZ, as independent regular
director, be renewed for a term of three fiscal years; and
to appoint Messrs. Mauricio Elías WIOR and Salvador Darío
BERGEL as non-independent
alternate directors, putting on record that independent or
non-independent Regular and Alternate Directors, as described
above, qualify as such under the terms of Section 11, Article III,
Chapter III, Title II, of the Rules of the Argentine Securities
Commission (2013 revision).
ITEM TEN: APPOINTMENT OF
REGULAR AND ALTERNATE MEMBERS OF THE SUPERVISORY COMMITTEE FOR A
TERM OF ONE FISCAL YEAR.
The
meeting resolved by majority of votes to appoint Messrs. José
Daniel ABELOVICH, Marcelo Héctor FUXMAN and Noemí Ivonne
COHN as Regular Statutory
Auditors and Messrs. Alicia Graciela Rigueira, Gastón
Damián LIZITZA and Roberto Daniel MURMIS as Alternate Statutory Auditors
for a term of one fiscal year, noting that all the nominees qualify
as independent in compliance with the CNV rules, although they have
provided remunerated professional assistance in connection with
subsidiary companies under the scope of Section 33 of the General
Companies Law No. 19,550. Furthermore, the meeting resolved to
authorize the appointed statutory auditors to participate in the
supervisory committees of other companies, pursuant to the
provisions of Section 273 and Section 298, General Companies Law,
provided that they comply with their confidentiality duty, as
required in their capacity as such.
ITEM ELEVEN: APPOINTMENT OF CERTIFYING ACCOUNTANT FOR THE NEXT
FISCAL YEAR.
The
meeting approved by majority of votes (a) to appoint the following
firms as certifying accountants (a) PRICEWATERHOUSE&Co. member
of PriceWaterhouseCoopers for the 2018/2019 fiscal year, with
Walter Rafael Zablocky acting as Regular Independent Auditor, and
Mariano Carlos Tomatis as Alternate Independent Auditor; and (b)
Abelovich Polano & Asociados, with José Daniel Abelovich
acting as Regular Independent Auditor and Roberto Daniel Murmis and
Noemí Ivonne Cohn as Alternate Independent
Auditors.
ITEM TWELVE: CONSIDERATION OF APPROVAL OF COMPENSATION FOR
$15,320,990 PAYABLE TO CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR
ENDED JUNE 30, 2018.
The
meeting approved by majority of votes that a compensation of
$15,320,990 be paid to the Certifying Accountant for its tasks
developed during fiscal year ended June 30, 2018.
ITEM THIRTEEN: AMENDMENT TO THE COMPANY’S BYLAWS TO COMPLY
WITH NEW STATUTORY PROVISIONS. ANALYSIS OF AMENDMENTS.
The
meeting approved by majority of votes (i) the amendments to the
Company’s Bylaws, the texts of which, in comparative format
for a better understanding of the amendments introduced, were
submitted in due time to the Argentine Securities Commission and to
Bolsas y Mercados Argentinos S.A.; and (ii) the transcription into
the shareholders’ meeting minutes of a comparative chart,
including the current text in its left column and the revised text
in the right column.
ITEM FOURTEEN: CONSIDERATION OF CREATION OF A NEW GLOBAL NOTE
PROGRAM FOR THE ISSUANCE OF SIMPLE, NON-CONVERTIBLE NOTES, SECURED
OR UNSECURED OR GUARANTEED BY THIRD PARTIES, FOR A MAXIMUM
OUTSTANDING AMOUNT OF UP TO US$ 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.
The
meeting resolved by majority of votes (I) the 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 by Productive Financing Law No. 27,440,
and as further amended and supplemented; and (II) the possibility
of incurring indebtedness for the same amount under the Frequent
Issuer Regime, subject to the terms thereof.
ITEM FIFTEEN: 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.
The meeting approved by majority of votes (i) to delegate to
the Board of Directors the broadest powers (a) to determine the
terms and conditions of the Program and of the issuance under the
frequent issuer regime, as applicable, pursuant to the provisions
of the Negotiable Obligations Law No. 23,576, as amended by
Productive Financing Law No. 27,440, and as further amended and
supplemented, including the power to determine the amount thereof
within the maximum amounts approved by the shareholders’
meeting; (b) to approve and execute all the agreements and
documents related to the Program and the issuance under the
frequent issuer regime, and the issuance of each series and/or
tranche of notes thereunder; and (c) to determine the time and
currency of issuance, term, price, form and conditions of payment,
type and rate of interest, use of proceeds and further terms and
conditions of each series and/or tranche of notes issued under the
Program and of the issuance under the frequent issuer regime; (ii)
to authorize the Board of Directors (a) to 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
under the frequent issuer regime and/or the issuance of the various
series and/or tranches of notes issued thereunder as deemed
necessary by the Board of Directors or as required by the Argentine
Securities Commission, the securities markets of Argentina and/or
abroad, Caja de Valores S.A. and/or other comparable agencies; (b)
to apply for and secure before the Argentine Securities Commission
the authorization for the public offering of such notes; (c) as
applicable, to apply for and secure before any competent agency or
authorized securities exchange of Argentina and/or abroad the
authorization for listing and trading such notes; and (d) to take
any action, carry out any proceedings, make any filings and/or take
any steps in connection with the Program and/or the issue under the
frequent issuer regime and/or the issuance of the various series
and/or tranches of notes under the Program and/or the frequent
issuer regime; and (iii) to authorize the Board of Directors to
sub-delegate the powers and authorizations referred to in
paragraphs (i) and (ii) above to one or more of its members,
Company managers or the persons it determines in accordance with
current laws and regulations.
ITEM SIXTEEN:
AUTHORIZATIONS.
The
meeting approved by unanimous vote to appoint attorneys-at-law
María Laura Barbosa, Lucila Huidobro, Paula Pereyra Iraola,
Pablo Larrañaga, María Florencia Vega, Paola Licandro and
Ms. Andrea Muñoz so that, acting individually and separately,
they shall carry out all and each of the proceedings for securing
the relevant registrations of the preceding resolutions with the
Argentine Securities Commission, the Superintendency of
Corporations, and any further national, provincial or municipal
agencies that may be applicable, with powers to sign briefs, accept
and implement changes, receive notices, answer objections, file and
withdraw documents, sign official notices, and take all further
actions that may be necessary.