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 26, 2020:
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 IRSA Inversiones y
Representaciones Sociedad Anónima (IRSA) to approve and sign
the minutes of the Shareholders’ Meeting.
ITEM TWO: CONSIDERATION OF DOCUMENTS CONTEMPLATED IN SECTION 234,
PARAGRAPH 1, OF GENERAL COMPANIES LAW NO. 19,550 FOR THE FISCAL
YEAR ENDED JUNE 30, 2020.
The
meeting approved by majority of votes the documents required under
Section 234, paragraph 1, of General Companies Law No. 19,550 for
the fiscal year ended June 30, 2020.
ITEM THREE: CONSIDERATION OF THE CAPITAL INCREASE FROM $126,014,050
TO $54,123,001,970 THROUGH RESERVE CAPITALIZATION AND CONSEQUENT
ISSUE OF FULLY PAID-UP SHARES IN AN AMOUNT OF 54,123,001,970 TO BE
DISTRIBUTED AMONG THE SHAREHOLDERS IN PROPORTION TO THEIR
SHAREHOLDING INTERESTS.
The
meeting unanimously approved to increase the Company’s
capital from $126,014,050 to $54,123,001,970 (Argentine pesos
fifty-four thousand one hundred twenty-three million one thousand
nine hundred seventy), through the capitalization of the following
reserves (i) comprehensive capital stock adjustment amounting to
$3,390,555,113 (Argentine pesos three thousand three hundred and
ninety million five hundred fifty five thousand one hundred and
thirteen); (ii) share premium amounting to de $9,660,048,796
(Argentine pesos nine thousand six hundred sixty million forty
eight thousand seven hundred and ninety six); (iii) special reserve
in accordance with General Resolution CNV 609/2012 amounting to
$9,164,223,299 (Argentine pesos nine thousand one hundred sixty
four million two hundred twenty three thousand two hundred ninety
nine), (iv) reserve for future dividends amounting to
$31,631,809,393 (Argentine pesos thirty one thousand six hundred
and thirty one million eight hundred and nine thousand three
hundred and ninety three), and Special Reserve amounting to
$150,351,319 (Argentine pesos one
hundred and fifty million three hundred and fifty one thousand
three hundred nineteen), thereby issuing 53,996,987,920
fully paid-up shares in favor of the shareholders in proportion to
their shareholding interests.
ITEM FOUR: ALLOCATION OF NET INCOME FOR THE FISCAL YEAR ENDED JUNE
30, 2020 FOR $17,089,535,711.81. DISTRIBUTION OF CASH DIVIDENDS IN
PERIODIC INSTALLMENTS FOR UP TO $9,700,000,000.
The
meeting approved by majority of votes:
i.
i) to allocate 5%
of the income for the fiscal year, amounting to $854,476,785.59, to
the legal reserve;
ii.
ii) to distribute
cash dividends for the amount of $9,700,000,000, in proportion to
the shareholding interests of the shareholders, to be paid in cash,
in period installments in accordance with the following payment
schedule: the first installment amounting to $2,425,000,000 shall
be paid within 30 calendar days as from the meeting approval, the
second installment amounting to $2,425,000,000 shall be paid on
January 25, 2021, the third installment amounting to $2,425,000,000
shall be paid on March 25, 2021, and the fourth and last
installment amounting to $2,425,000,000 shall be paid on May 24,
2021; and
iii.
iii) to allocate
the balance, i.e. the amount of $ 6,535,058,926, to the special
reserve, which may be used to pay future dividends, to carry out
new projects or for any other purpose in the interests of the
Company; and
iv.
iv) to delegate to
the Board of Directors the power to implement the payment of
dividends to the shareholders within the terms set forth in the
payment schedule and/or any amendment thereto, and to apply for and
implement the payment of such dividends to the ADR
holders.
ITEM FIVE: CONSIDERATION OF THE BOARD OF DIRECTOR’S
PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30, 2020.
The
meeting approved by majority of votes the Board of Directors’
performance for the fiscal year ended June 30, 2020 under
consideration, discharged by all their members as well as all the
regular directors who are also members of the audit and executive
committees thereof, as regards all the activities carried out
during the fiscal year ended June 30, 2020, taking into
consideration the legal abstentions.
ITEM SIX: CONSIDERATION OF SUPERVISORY COMMITTEE’S
PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30, 2020.
The
meeting approved by majority of votes the performance of the
Supervisory Committee for the fiscal year ended June 30,
2020.
ITEM SEVEN: CONSIDERATION OF COMPENSATION PAYABLE TO THE BOARD OF
DIRECTORS ($ 320,769,717 ALLOCATED SUM) FOR THE FISCAL YEAR ENDED
JUNE 30, 2020.
The
meeting approved by majority of votes the sum of $320,769,717 as
total compensation payable to the Board of Directors for the fiscal
year ended June 30, 2020, without exceeding the limits set forth in
section 261 of General Companies Law No. 19,550, taking into
account the directors duties, the time allocated to professional
roles, the income/loss recorded during their management, the
special technical works carried out for subsidiary companies as
well as the professional experience in addition to the market value
of the services rendered;and to empower the Board of Directors to
(i) allocate and distribute such compensation sum in due course in
accordance with the specific duties discharged by its members; (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 PAYABLE TO THE
SUPERVISORY COMMITTEE ($1,575,000 ALLOCATED AMOUNT) FOR THE FISCAL
YEAR ENDED JUNE 30, 2020.
The
meeting approved by majority of votes to pay $1,575,000 to the
Supervisory Committee as aggregate fees for the tasks discharged
during the fiscal year ended June 30, 2020.
ITEM NINE: APPOINTMENT OF REGULAR DIRECTORS AND ALTERNATE DIRECTORS
FOR A TERM OF THREE FISCAL YEARS.
The
meeting approved by majority of votes:
1)
to maintain in 9
(nine) the number of regular directors and to determine in 9 (nine)
the number of alternate directors;
2)
to renew the
appointment of Mr. Eduardo Sergio Elsztain as non-independent
Regular Director, Mr. Marcos Barylka as independent Regular
Director and appoint Mrs. Mariana Renata Carmona as non-independent
Regular Director;
3)
to renew the
appointment of Messrs. Gastón Armando Lernoud and Juan Manuel
Quintana as non-independent Alternate Directors; and
4)
to appoint Messrs.
Ilan Ariel Elsztain and Ben Iosef Elsztain as non-independent
Alternate Directors.
ITEM TEN: APPOINTMENT OF REGULAR AND ALTERNATE MEMBERS OF THE
SUPERVISORY COMMITTEE FOR A TERM OF ONE FISCAL YEAR.
The
meeting approved by majority of votes to appoint José Daniel
Abelovich, Marcelo Héctor Fuxman and Noemí Ivonne Cohn as
REGULAR
STATUTORY AUDITORS and Messrs. Roberto Daniel Murmis, Ariela
Levy and Paula Sotelo as ALTERNATE STATUTORY
AUDITORS for a term of one fiscal year.
ITEM ELEVEN: APPOINTMENT OF CERTIFYING ACCOUNTANT FOR THE NEXT
FISCAL YEAR.
The
meeting approved by majority of votes
1)
i) to appoint the
following firms as certifying accountants for the 2020/2021 fiscal
year (a) PRICEWATERHOUSE&Co. member of PriceWaterhouseCoopers
with Walter Rafael Zablocky acting as Regular Independent
Auditor;and (b) Abelovich Polano & Asociados with José
Daniel Abelovich acting as Regular Independent Auditor,
and
2)
ii) not to appoint
alternate members this time.
ITEM TWELVE: APPROVAL OF COMPENSATION FOR $28,770,129 PAYABLE TO
CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR ENDED JUNE 30,
2020.
The
meeting approved by majority of votes a compensation of $28,770,129
for the tasks developed by the Certifying Accountants for the
fiscal year ended June 30, 2020.
ITEM THIRTEEN: CONSIDERATION OF ANNUAL BUDGET FOR IMPLEMENTATION OF
THE AUDIT COMMITTEE’S ANNUAL PLAN.
The
meeting approved by majority of votes a budget of $605,000, for the
eventual hiring of advisors / consultants and
trainings.
ITEM FOURTEEN: CONSIDERATION OF INCENTIVE PLAN FOR EMPLOYEES,
MANAGEMENT AND DIRECTORS APPROVED BY THE MEETING HELD ON OCTOBER
30, 2019. APPLICATION OF THE 1% OF THE CAPITALIZATION OF FULLY PAID
UP SHARES SET FORTH IN ITEM 3 OF THIS AGENDA TO THE INCENTIVE PLAN
IN ACCORDANCE WITH SECTION 68 OF CAPITAL MARKET LAW NO.
26,831.
The
meeting approved by majority of votes to ratify the resolutions
adopted by the meeting held on October 30, 2019, as regards the
implementation of the incentive plan for employees, management and
directors of the Company and to provide the allocation of up to 1%
of the capital derived from the capital increase approved in item
three of this agenda, i.e., upon the sum of $54,123,001,970 (fifty
four thousand one hundred and twenty three million one thousand
nine hundred and seventy), to the integration and implementation of
such plan, thus allocating such shares as bonus to the
beneficiaries of the plan, all in accordance with the provisions
set forth in Section 68 of the Capital Market Law No.
26.831.
ITEM FIFTEEN: CONSIDERATION OF THE AMENDMENT OF SECTION 6 OF THE
CORPORATE BY-LAWS DUE TO THE CHANGE IN THE PAR VALUE OF SHARES FROM
$1 TO $100.
The
meeting approved by majority of votes to amend article six of the
corporate by-laws, which shall read as follows: SECTION
SIX: The
movements in the capital stock shall be reflected in the
company’s balance sheets, indicating the authorized amount,
class and category of shares, par value and number of votes per
share. The Company’s shares are designated as common,
book-entry shares of
pesos one hundred ($100) par value each, entitled to
one vote per share. The Company may issue preferred shares, either
with or without voting rights, which shall be issued in book-entry
form. Preferred shares shall be entitled to a preferred dividend,
either cumulative or not, pursuant to their terms of issue.
Preferred shares may also be entitled to an additional share in the
net income.
ITEM SIXTEEN: AUTHORIZATION TO CARRY OUT REGISTRATION PROCEEDINGS
RELATING TO THIS SHAREHOLDINGS’ MEETING BEFORE THE ARGENTINE
SECURITIES COMMISSION AND THE GENERAL SUPERINTENDENCY OF
CORPORATIONS.
The
meeting approved by majority of votes to authorize attorneys-at-law
María Laura Barbosa, Lucila Huidobro, Paula Pereyra Iraola,
María Florencia Vega and/or María Inés Higa and Mrs.
Andrea Muñoz to carry out all the relevant registrations of
the preceding resolutions.