Ordinary and Extraordinary General Stockholders’ Meeting – Additional Information

Click here to download the document.
Note: The registration of book-entry shares is managed by Caja de Valores S.A. (“CVSA”), located at 25 de Mayo 362, CABA. Therefore, to attend the Meeting, shareholders must obtain a certificate of their book-entry share account managed by CVSA.

Pursuant to the provisions of article twenty-fourth of the Company’s by-laws and the Rules of the National Securities Commission, the shareholders’ meeting will be held remotely from the Company’s headquarters located at Carlos María Della Paolera 261, 9th floor, in the Autonomous City of Buenos Aires, and the possibility of participation in person will be guaranteed to those shareholders who so request at the time of communicating their attendance at the meeting and/or until the closing date of the legal period established for the communication of attendance. For such purposes, the mailbox l.huidobro@zbv.com.ar is established in order to allow the registration to the Meeting electronically and the reception of the certificates issued by Caja de Valores S.A., which have been managed by the shareholder. The deadline to communicate attendance to the aforementioned email address is October 22, 2024, at 3:00 PM, in accordance with the provisions of Article 238 of the General Companies Law. Shareholders must provide the following information: full name or corporate name; type and number of identity document or registration details, with explicit identification of the specific registry and its jurisdiction; address at which they are located for the purpose of recording it in the meeting minutes. Furthermore, if shareholders are represented by a legal representative and/or proxies, shareholders who wish to participate remotely must also provide, via the same email address indicated in this notice, by October 22, 2024 (pursuant to Article 238 of the General Companies Law), the same information regarding the proxies attending the meeting on their behalf, along with documentation proving the power of attorney, duly authenticated, all in PDF format. On the other hand, the representatives of the shareholders who decide to participate in person, may accredit such nature by presenting the enabling documentation to the issuer on the same day of the meeting. Shareholders who communicate their attendance through the e-mail address indicated above must also provide their contact information (telephone and e-mail) so that the Company can keep them informed of any measures that may be taken with respect to the holding of the Meeting. The Company will send electronically to the shareholders who have registered at the above-mentioned e-mail address a receipt for the admission of their participation in the Meeting. Likewise, shareholders who are legal entities, local or foreign, are requested to inform the beneficial owners of the shares comprising the shareholder’s capital stock and the number of shares with which they will vote. The videoconference system to be used for the holding of the meeting may be accessed by shareholders who have communicated their attendance, through the link that will be sent to them together with the corresponding instructions to the e-mail address reported by them. The system to be used will be the Zoom application and will allow: (i) guarantee the free accessibility of all duly identified shareholders or their representatives accredited with validated enabling instruments, including in all cases a copy of the National Identity Card, and the accessibility of the remaining participants of the meeting (directors and trustees, among others); (ii) the possibility of participating in the assembly with voice and vote through the simultaneous transmission of sound, images and words during the course of the entire assembly, ensuring the principle of equal treatment for all participants; and (iii) the recording of the development of the entire Meeting in digital form and the conservation of a copy in digital support for a period of 5 (five) years, which will be at the disposal of the shareholders who so request it. At the time of voting on each item on the agenda, each of the shareholders present will be asked to indicate the direction of their vote, which may be expressed orally. The minutes of the assembly shall include a record of the subjects and the capacity in which they participated, the place where they were present and the technical mechanisms used. Said minutes shall be signed within five (5) working days after the meeting has been held. It is also noted that when addressing items four, thirteenth, fourteenth, fifteenth, sixteenth, and seventeenth of the agenda, the meeting will be held as an extraordinary session and will require a quorum of 60%. Therefore, in accordance with the provisions of Article 237 of the General Companies Law, and having been called for both the first and second convocations simultaneously, in the event that the meeting is held in the second convocation due to the failure of the first, considering that IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA is a company that publicly offers its shares, only the items of the agenda corresponding to the ordinary meeting may be considered. An extraordinary meeting must be held in the second convocation to address the relevant items of the agenda within the time frame provided in the cited article and in accordance with the provisions of the notice established therein.