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News

07 SEP

Shareholders' Meeting Announcement 2023

The Company reported that its Board of Directors has resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held virtually on October 5, 2023, at 12:00 p.m. at first call, and at 01:00 p.m. at second call, from the corporate premises located at Carlos María Della Paolera 261, 9th Floor, City of Buenos Aires, according to the following agenda

1) Appointment of two shareholders to sign the meeting’s minutes.

 

 

2) Consideration of documents contemplated in section 234, paragraph 1, of law no. 19,550 for the fiscal year ended June 30, 2023.

 

 

3) Allocation of net income for the fiscal year ended June 30, 2023 for ARS 42,835,071,572.79 (forty-two billion eight hundred thirty-five million seventy-one thousand five hundred and seventy-two pesos with 79/100 cents), as follows: (i) ARS 2,141,753,578.64 (two billion one hundred forty-one million seven hundred fifty-three thousand five hundred and seventy-eight pesos with 64/100 cents) to the legal reserve, in accordance with the laws in force; and (ii) the balance of ARS 40,693,317,994.15 (forty billion six hundred ninety-three million three hundred seventeen thousand nine hundred and ninety-four pesos with 15/100 cents) to the distribution of a dividend to the shareholders in proportion to their shareholding interests. payable (I) in cash for up to ARS 22,000,000,000 (twenty-two billion pesos) and (II) in kind, that is in shares issued by Irsa Inversiones y Representaciones Sociedad Anónima owned by the company and for up to an amount of 24,334,124 (twenty-four million three hundred thirty-four thousand one hundred and twenty-four) shares. Upon applying the adjustment for inflation to the company’s net income, the maximum amount of the proposed dividend payable in cash shall not be altered. the following shall be considered for the purposes of the full payment of the dividend: (a) If the sum of the value of the shares to be delivered as dividend in kind calculated at their listed value as of the date of the meeting plus the dividend in cash exceeds the net income for the year adjusted for inflation, the special reserve may be reversed, adjusted for inflation as of the date of the meeting, for up to ARS 34,229,920,662 (thirty-four billion two hundred twenty-nine million nine hundred twenty thousand six hundred and sixty-two pesos) in order to complete the difference payable, or (b) If the sum of the value of the shares to be delivered as dividend in kind calculated at their listed value as of the date of the meeting plus the dividend in cash is lower than the net income for the year adjusted for inflation, such excess net income for the year adjusted for inflation and not distributed may be allocated to set up an optional reserve.

 

 

4) Consideration of board of directors’ performance for the fiscal year ended June 30, 2023.

 

 

5) Consideration of supervisory committee’s performance for the fiscal year ended June 30, 2023.

 

 

6) Consideration of compensation payable to the board of directors for ARS 129,128,606 (one hundred twenty-nine million one hundred twenty-eight thousand six hundred and six pesos) within the limit set forth by section 261 of law no. 19,550.

 

 

7) Consideration of compensation payable to the supervisory committee for ARS 8,450,000 (eight million four hundred and fifty thousand pesos, allocated sum) for the fiscal year ended June 30, 2023.

 

 

8) 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.

 

 

9) Appointment of regular and alternate members of the supervisory committee for a term of one fiscal year.

 

 

10) Appointment of certifying accountant for the fiscal year ending June 30, 2024.

 

 

11) Approval of compensation payable to certifying accountant for the fiscal year ended June 30, 2023.

 

 

12) Consideration of the distribution of up to 5,791,355 (five million seven hundred ninety-one thousand three hundred and fifty-five) own shares to the shareholders in proportion to their holdings pursuant to the provisions of section 67 of law no. 26,831.

 

 

13) Authorization to carry out registration proceedings relating to this shareholders’ meeting before the argentine securities commission, Bolsas y Mercados Argentinos s.a., Caja de Valores s.a. and the general superintendency of corporations.

 

 

 

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. Pursuant to the provisions of Section Twenty Four of the bylaws and the rules of the Argentine Securities Commission, the shareholders’ meeting will be held remotely from the corporate headquarters located at Carlos María Della Paolera 261, Floor 9, City of Buenos Aires, and shareholders who are willing to do so will have the possibility to attend the meeting in person, provided that they communicate such decision upon sending their notice of attendance and/or until the date of expiration of the statutory term established for giving notice of attendance. To such end, the email address l.huidobro@zbv.com.ar is available for registering attendance at the shareholders’ meeting by electronic means and for sending the certificates issued by Caja de Valores S.A. obtained by the shareholders. The term for giving notice of attendance at such email address expires on September 29, 2023 at 3:00 p.m., pursuant to the provisions of Section 238 of the General Companies Law. Shareholders shall provide the following data: first and last name or full corporate name; identity document type and number, or registration data, specifying the Register where they are registered and their jurisdiction; and domicile where they are located for purposes of recording it at the shareholders’ meeting. Moreover, if they are to be represented by a legal representative and/or an attorney-in-fact, the shareholders who decide to participate remotely shall send the same data regarding the proxies who shall attend the meeting on their behalf, as well as the documents evidencing their capacity, duly authenticated, in PDF format, to the email address mentioned in this notice, on or before September 29, 2023 (pursuant to Section 238 of the General Companies Law). Shareholders’ proxies who decide to participate in person may evidence their capacity as such by producing their qualifying documents to the Issuer on the same date of the meeting. Shareholders who give notice of their attendance through the email address mentioned above shall also provide their contact details (telephone and email) for the Company to keep them updated of any potential measures that could be adopted in connection with the Shareholders’ Meeting. The Company shall send a receipt to all shareholders who registered their names by email sent to the above mentioned address, which shall be required in order to attend the Shareholders’ Meeting. Moreover, shareholders who are local or foreign legal entities shall identify the final beneficial holders of such shareholders’ stock capital and the number of shares to be voted by them. It should be noted that upon dealing with item 3 (reversal of reserves, if any), and 12 on the Agenda, the Shareholders’ Meeting shall qualify as extraordinary, and a quorum of 60% will be required. The videoconference system to be used to hold the meeting may be accessed to by the shareholders who have given notice of their assistance, through the link to be sent to them, including the applicable instructions, to the email address reported by the shareholders. The system to be used will be the Zoom application, which will allow: (i) to secure free access of all the shareholders who were duly identified or their accredited proxies with validated qualifying instruments, including in all cases a copy of their identity document (DNI), and the access of the remaining participants at the meeting (directors and statutory auditors, among others); (ii) the possibility to participate at the shareholders’ meeting by speaking and voting, through simultaneous transmission of sound, images and words all throughout the meeting, ensuring the principle of equal treatment to all participants; and (iii) digital recording of all the development of the meeting and storage of a copy in digital format for a term of 5 (five) years, which shall be available to the shareholders upon request. Upon voting each item of the agenda, each shareholder will be requested to express the sense of their vote, which may be given verbally. The minutes of the shareholders’ meeting will record the attendants and capacity in which they acted, the place where they were located, and the technical means used. The minutes will be executed within five (5) business days after the meeting. Moreover, pursuant to the provisions of Section 237 of the General Companies Law, as the meeting has been convened on first and second call simultaneously, if the Shareholders’ Meeting were held on second call because no quorum was reached at the first call, since Cresud S.A.C.I.F. y A. is a company whose shares are publicly offered, it will be possible to deal only with those Agenda items that correspond to ordinary shareholders’ meetings.