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News

31 OCT

Summary of the Annual Shareholders' Meeting

Summary of the resolutions adopted at the referenced shareholders’ meeting:

ITEM ONE: Appointment of two shareholders to sign the meeting’S minutes.

The meeting approved by majority of votes the appointment of the representative of shareholder Bank of New York Mellon (BONY) and the representative of ANSES FGS Law 26425 (ANSES) to approve and sign the minutes of the Shareholders’ Meeting, jointly with the Chairman.

 

ITEM TWO: CONSIDERATION OF DOCUMENTS CONTEMPLATED IN SECTION 234, PARAGRAPH 1, OF LAW NO. 19,550 FOR THE FISCAL YEAR ENDED JUNE 30, 2019.

The meeting approved by majority of votes the documents required under Section 234, paragraph 1, of Law No. 19,550 for the fiscal year ended June 30, 2019.

 

ITEM THREE: ALLOCATION OF NET LOSS FOR THE FISCAL YEAR ENDED JUNE 30, 2019 FOR $ 18,875,671,738. REVERSAL OF SPECIAL RESERVE FOR ABSORPTION OF LOSSES.

The meeting approved by majority of votes to fully reverse the special reserve for $ 24,486,469,702 (which adjusted for inflation amounts to $ 27,545,223,734) and the special reserve set up under the provisions of section 10, Chapter III, Title IV of the Argentine Securities Commission’s rules for up to an amount of $ 3,085,088,549 (which adjusted for inflation as of September 30, 2019 amounts to $ 3,470,465,746) and allocate it to the full absorption of the accumulated losses, including those from the fiscal year ended June 30, 2019; so that such special reserve balance is $ 1,040,303,443 (which as of September 30, 2019 amounts to $ 1,170,254,080).

 

ITEM FOUR: CONSIDERATION OF BOARD OF DIRECTORS’ PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30, 2019.

The meeting approved by majority of votes the Board of Directors’ performance for the fiscal year ended June 30, 2019.


 

ITEM FIVE: CONSIDERATION OF SUPERVISORY COMMITTEE’S PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30, 2019.

The meeting approved by majority of votes the performance of the Company’s supervisory committee for the fiscal year ended June 30, 2019.

 

ITEM SIX: CONSIDERATION OF COMPENSATION PAYABLE TO THE BOARD OF DIRECTORS ($ 42,124,159, ALLOCATED SUM) FOR THE FISCAL YEAR ENDED JUNE 30, 2019, WHICH RECORDED A COMPUTABLE TAX LOSS PURSUANT TO THE RULES OF THE ARGENTINE SECURITIES COMMISSION.

The meeting approved by majority of votes the sum of $ 42,124,159 as total compensation payable to the Board of Directors for the fiscal year ended June 30, 2019, and (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 SEVEN: CONSIDERATION OF COMPENSATION PAYABLE TO THE SUPERVISORY COMMITTEE ($ 1,260,000, ALLOCATED SUM) FOR THE FISCAL YEAR ENDED JUNE 30, 2019, WHICH RECORDED A COMPUTABLE TAX LOSS PURSUANT TO THE RULES OF THE ARGENTINE SECURITIES COMMISSION.

The meeting approved by majority of votes to pay $ 1,260,000 to the Supervisory Committee as aggregate fees for the tasks discharged during the fiscal year ended June 30, 2019.

 

ITEM EIGHT:   DETERMINATION OF THE NUMBER AND APPOINTMENT OF REGULAR DIRECTORS AND ALTERNATE DIRECTORS FOR A TERM OF THREE FISCAL YEARS.

The meeting approved by majority of votes:

1) To determine in 12 (twelve) the number of regular directors.

2) To renew the appointment of Messrs. Alejandro Gustavo Elsztain and Fernando Adrián Elsztain, as non-independent Regular Directors and of Messrs. Enrique Alberto Antonini and Eduardo Ohan Kalpakian as non-independent Alternate Directors and to appoint Messrs. Alejandro Bartolomé, Héctor Rogelio Torres and Mrs. Liliana Glikin as independent Regular Directors, all of them for a term of three fiscal years.

 

ITEM NINE: 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 Messrs. José Daniel ABELOVICH, Marcelo Héctor FUXMAN and Noemí Ivonne COHN as regular statutory auditors and Messrs. Roberto Daniel  MURMIS, Gastón Gabriel LIZITZA and Alicia Graciela RIGUEIRA as alternate statutory auditors for a term of one fiscal year.

 

ITEM TEN: APPOINTMENT OF CERTIFYING ACCOUNTANT FOR THE NEXT FISCAL YEAR.

The meeting approved by majority of votes to appoint as certifying accountants the firm PRICEWATERHOUSE&Co. member of PriceWaterhouseCoopers for the 2019/2020 fiscal year, with Mariano Carlos Tomatis acting as Regular Independent Auditor, and Walter Rafael Zablocky as Alternate Independent Auditor.

 

ITEM ELEVEN: APPROVAL OF COMPENSATION FOR $ 11,182,520 PAYABLE TO CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR ENDED JUNE 30, 2019.

The meeting approved by majority of votes a compensation of $ 11,182,520 for the tasks developed by the certifying accountant for the fiscal year ended June 30, 2019.

 

ITEM TWELVE: CONSIDERATION OF ANNUAL BUDGET FOR IMPLEMENTATION OF THE AUDIT COMMITTEE’S ANNUAL PLAN AND COMPLIANCE AND CORPORATE GOVERNANCE PROGRAM.

The meeting approved by majority of votes (I) a budget of $ 6,528,000 for the implementation of a Compliance and Corporate Governance program.

 

ITEM THIRTEEN: DISTRIBUTION OF UP TO 13,000,000 TREASURY SHARES RATABLY ACCORDING TO THE SHAREHOLDERS’ SHAREHOLDING INTERESTS.

The meeting approved by majority of votes the distribution of 13,000,000 treasury shares to the shareholders ratably to their shareholding interests and that any fractional shares arising from such distribution be settled in cash.

 

ITEM FOURTEEN: STOCK CAPITAL INCREASE FOR UP TO A PAR VALUE OF $ 180,000,000, THROUGH THE ISSUANCE OF UP TO 180,000,000 COMMON BOOK-ENTRY SHARES OF $ 1 PAR VALUE EACH AND ENTITLED TO ONE VOTE PER SHARE, EQUIVALENT TO 33.49% OF THE CURRENT STOCK CAPITAL, ENTITLED TO RECEIVE DIVIDENDS FROM THEIR SUBSCRIPTION DATE, PARI PASSU TOGETHER WITH THE SHARES OUTSTANDING AS OF THE TIME OF ISSUANCE, WITH ISSUE PREMIUM, THROUGH (I) PUBLIC SUBSCRIPTION IN THE CAPITAL MARKETS OF ARGENTINA AND/OR ABROAD, WHICH MAY BE PAID IN (A) IN KIND AND/OR (B) IN CASH IN ARGENTINE PESOS AND/OR FOREIGN CURRENCY; AND/OR (II) THE ISSUANCE OF CONVERTIBLE NOTES PURSUANT TO SECTION 17 OF LAW 23,576; AND/OR (III) THE ISSUANCE OF WARRANTS. DETERMINATION OF PARAMETERS WITHIN WHICH THE BOARD OF DIRECTORS WILL ESTABLISH THE ISSUE PREMIUM AND ITS CALCULATION METHOD. PREEMPTIVE SUBSCRIPTION RIGHT AND APPLICABLE TERM PURSUANT TO SECTION 62 BIS OF LAW 26,831, AS APPLICABLE.

The meeting approved by majority of votes:

  1. A) The stock capital increase for up to a par value of $ 180,000,000, under the terms proposed to this meeting, represented by 180,000,000 common book-entry shares of $ 1 par value each and entitled to one vote per share and entitled to receive dividends from their subscription date in the case of shares issued by public subscription or their exercise date, in the case of convertible notes and/or warrants, pari passu together with the shares outstanding as of the time of issuance (the “New Shares”), to be offered (i) as common shares; and/or (ii) through the issuance of notes convertible into shares under Section 17 of Law 23,576; and/or (iii) the issuance of warrants or subscription options pursuant to section 63 of Law 26,831, which may be paid in, in all the cases set forth in (i), (ii) and (iii) above, (a) in kind and/or (b) in cash in Argentine pesos and/or in foreign currency to be offered to the public in the Argentine Republic and/or abroad.

 

ITEM FIFTEEN: DELEGATION ON THE BOARD OF DIRECTORS OF THE POWER TO DETERMINE ALL TERMS AND CONDITIONS OF ISSUANCE OTHER THAN THOSE EXPRESSLY DETERMINED BY THE SHAREHOLDERS’ MEETING, INCLUDING THROUGH PUBLIC SUBSCRIPTION, ISSUANCE OF CONVERTIBLE NOTES AND/OR SUBSCRIPTION OF WARRANTS, WITH AUTHORITY TO SUBDELEGATE SUCH POWERS TO ONE OR MORE DIRECTORS, CORPORATE MANAGERS OR PERSONS AUTHORIZED BY IT, PURSUANT TO APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING POWERS, AS APPLICABLE: (I) DETERMINATION OF AMOUNT, CURRENCY, TIME, FORM OF SUBSCRIPTION (IN KIND AND/OR IN CASH), ISSUE PREMIUM, PRICE AND/OR SUBSCRIPTION AND/OR CONVERSION RATIO, PAYMENT CONDITIONS AND FURTHER TERMS AND CONDITIONS OF ISSUANCE; (II) APPLICATION TO THE ARGENTINE SECURITIES COMMISSION (“CNV”) FOR AUTHORIZATION OF PUBLIC OFFERING AND LISTING OF THE SHARES AND/OR CONVERTIBLE NOTES AND/OR WARRANTS TO BE ISSUED AND LISTING AND/OR TRADING THEREOF IN AUTHORIZED STOCK EXCHANGES AND/OR SECURITIES MARKETS OF ARGENTINA AND/OR ABROAD, WITH AUTHORITY TO APPLY FOR ANY OTHER KIND OF PUBLIC OFFERING AUTHORIZATIONS BEFORE THE CNV, THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”) AND/OR OTHER COMPARABLE AGENCIES OF ARGENTINA OR ABROAD; (III) THE INCREASE AND/OR MODIFICATION OF AND/OR AMENDMENT TO THE AMERICAN DEPOSITARY RECEIPT PROGRAM IN EFFECT AS OF THE DATE HEREOF BETWEEN THE COMPANY AND THE BANK OF NEW YORK, AS DEPOSITARY, REPRESENTING AMERICAN DEPOSITARY SHARES, AND DELEGATION ON THE BOARD OF DIRECTORS OF THE POWER TO DETERMINE THE TERMS, CONDITIONS AND SCOPE OF SUCH PROGRAM AND/OR THE SUBSCRIPTION OF A NEW DEPOSIT PROGRAM WITH A NEW DEPOSITARY AND DELEGATION ON THE BOARD OF DIRECTORS OF THE POWER TO AGREE UPON THE TERMS, CONDITIONS AND SCOPE OF SUCH PROGRAM; (IV) DRAFTING AND EXECUTION OF PRELIMINARY AND FINAL OFFERING MEMORANDA TO BE FILED WITH THE CNV, THE SEC AND/OR OTHER COMPARABLE AGENCIES AND/OR AUTHORIZED SECURITIES MARKETS, IN ALL CASES OF ARGENTINA AND/OR ABROAD; AND (V) EXECUTION OF ALL DOCUMENTS REQUIRED TO IMPLEMENT THE ISSUANCE OF SHARES AND/OR CONVERTIBLE NOTES AND/OR WARRANTS, AND THE TAKING OF ANY RELATED ACTIONS FOR COMPLYING WITH THE RESOLUTIONS ADOPTED BY THE SHAREHOLDERS’ MEETING, WITH THE BROADEST POWERS TO SUCH END; AND (C) USE OF PROCEEDS OF THE ISSUE.

Considering the capital increase resolved upon in the previous item, the meeting approved by majority of votes to delegate on the board of directors the power to determine the manner, price, conditions and terms of the various alternatives of issuance considered in the preceding item or a combination thereof, setting forth the parameters to that effect.

 

ITEM SIXTEEN: IMPLEMENTATION OF INCENTIVE PLAN FOR EMPLOYEES, MANAGEMENT AND DIRECTORS, WITHOUT ISSUE PREMIUM, FOR UP TO 1% OF THE STOCK CAPITAL IN EFFECT AS OF THE TIME OF EXECUTION OF THE PLAN. CAPITAL INCREASE FOR IMPLEMENTING THE PLAN.

The meeting approved by majority of votes (I) the implementation of an incentive plan for employees, management and directors of the Company, without issue premium, and for up to 1% of the stock capital in effect as of the time of execution of the plan and (II) to proceed to the Company’s capital increase for up to 1% of the stock capital in effect as of the time of execution of the plan solely for such purpose.

 

ITEM SEVENTEEN: AUTHORIZATION TO CARRY OUT REGISTRATION PROCEEDINGS RELATING TO THIS SHAREHOLDERS’ 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.