The Board of Directors of the Company has resolved to convene an Ordinary and Extraordinary General Shareholders’ Meeting for October 28, 2024, at 12:00 PM in the first call and at 1:00 PM in the second call. The meeting will be held remotely from the company’s headquarters at Carlos María Della Paolera 261, Floor 9, Ciudad Autónoma de Buenos Aires, in accordance with the following agenda:
1. ELECTION OF TWO SHAREHOLDERS TO SIGN THE MINUTES OF THE MEETING.
2. CONSIDERATION OF THE DOCUMENTATION SET OUT IN ITEM 1 OF ARTICLE 234 OF LAW N° 19,550 FOR THE FINANCIAL YEAR ENDED JUNE 30, 2024.
3. CONSIDERATION OF THE RESULTS FOR THE FINANCIAL YEAR ENDED JUNE 30, 2024, WHICH SHOW A LOSS OF $18,376,813,259.44 (EIGHTEEN BILLION THREE HUNDRED SEVENTY-SIX MILLION EIGHT HUNDRED THIRTEEN THOUSAND TWO HUNDRED FIFTY-NINE PESOS WITH 44/100 CENTS). CONSIDERATION OF THE USE OF OPTIONAL RESERVES TO ABSORB NEGATIVE ACCUMULATED RESULTS. CONSIDERATION OF THE DISTRIBUTION OF CASH AND/OR IN-KIND DIVIDENDS UP TO A TOTAL AMOUNT OF $90,000,000,000 (NINETY BILLION PESOS) FROM OPTIONAL RESERVES. DELEGATION OF THE DECISION ON THE AMOUNT OF DIVIDENDS TO BE PAID IN CASH AND/OR IN KIND TO THE COMPANY’S BOARD OF DIRECTORS.
4. CONSIDERATION OF THE ALLOCATION OF THE REMAINING OPTIONAL RESERVES TO SPECIFIC PURPOSES (FUTURE DIVIDENDS, SHARE BUYBACKS AND/OR PROJECTS RELATED TO THE COMPANY’S BUSINESS PLAN) AND DELEGATION OF THE APPLICATION AND DISPOSITION OF THESE RESERVES TO THE COMPANY’S BOARD OF DIRECTORS.
5. CONSIDERATION OF THE MANAGEMENT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED JUNE 30, 2024.
6. CONSIDERATION OF THE MANAGEMENT OF THE FISCAL COMMISSION FOR THE FINANCIAL YEAR ENDED JUNE 30, 2024.
7. CONSIDERATION OF THE REMUNERATION OF THE BOARD OF DIRECTORS (AR$ 13,323,000,000 (THIRTEEN BILLION THREE HUNDRED TWENTY-THREE MILLION PESOS – ASSIGNED AMOUNT)) FOR THE FINANCIAL YEAR ENDED JUNE 30, 2024, WHICH SHOWS A COMPUTABLE DEFICIT ACCORDING TO THE NATIONAL SECURITIES COMMISSION (CNV) REGULATIONS.
8. CONSIDERATION OF THE REMUNERATION OF THE FISCAL COMMISSION FOR THE AMOUNT OF AR$ 16,876,719 (SIXTEEN MILLION EIGHT HUNDRED SEVENTY-SIX THOUSAND SEVEN HUNDRED NINETEEN PESOS – ASSIGNED AMOUNT) FOR THE FINANCIAL YEAR ENDED JUNE 30, 2024.
9. ESTABLISHMENT OF THE NUMBER AND DESIGNATION OF REGULAR AND ALTERNATE DIRECTORS. FIXING THE DURATION OF THEIR TERMS UP TO THREE YEARS, IN ACCORDANCE WITH ARTICLE TWELVE OF THE COMPANY’S BY-LAWS.
10. APPOINTMENT OF THE MEMBERS OF THE FISCAL COMMISSION (REGULAR AND ALTERNATE) FOR A ONE-YEAR TERM.
11. APPOINTMENT OF CERTIFYING ACCOUNTANTS FOR THE FINANCIAL YEAR ENDING JUNE 30, 2025.
12. CONSIDERATION OF THE APPROVAL OF THE CERTIFYING ACCOUNTANTS’ FEES FOR THE FINANCIAL YEAR CLOSED JUNE 30, 2024.
13. CONSIDERATION OF THE DISTRIBUTION OF OWN SHARES IN THE COMPANY’S PORTFOLIO UP TO A TOTAL OF 25,700,000 (TWENTY-FIVE MILLION SEVEN HUNDRED THOUSAND) SHARES TO SHAREHOLDERS IN PROPORTION TO THEIR HOLDINGS, PURSUANT TO ARTICLE 67 OF LAW N° 26,831.
14. RATIFICATION OF THE DISTRIBUTION OF CASH DIVIDENDS MADE ON MAY 2, 2024, THROUGH THE DEAFFECTION OF RESERVES.
15. CONSIDERATION OF THE USE OF OWN SHARES FOR THE IMPLEMENTATION OF AN INCENTIVE PLAN FOR MANAGEMENT AND DIRECTORS, UP TO 1% OF THE ISSUED SHARES. AUTHORIZATION TO SUBMIT THE COMPENSATION PROGRAM TO THE NATIONAL SECURITIES COMMISSION (CNV).
16. CONSIDERATION OF THE REQUEST FOR THE ISSUANCE AND PUBLIC OFFERING OF ADDITIONAL COMMON SHARES DUE TO THE ADJUSTMENT IN THE NUMBER OF SHARES RESULTING FROM OPTIONS ISSUED UNDER THE CAPITAL INCREASE AUTHORIZED BY RESOLUTION N° RESFC-2021-20968-2021 APN-DIR#CNV ON FEBRUARY 8, 2021, BY THE NATIONAL SECURITIES COMMISSION (CNV). DELEGATION TO THE BOARD OF DIRECTORS TO IMPLEMENT THIS WITH FULL POWERS.
17. CONSIDERATION OF THE MERGER BY ABSORPTION OF CENTRO DE ENTRETENIMIENTOS LA PLATA S.A. (“CELAP”) WITH IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA AND APPROVAL OF THE SEPARATE AND CONSOLIDATED MERGER FINANCIAL STATEMENTS PREPARED FOR THIS PURPOSE. CONSIDERATION OF THE PREVIOUS COMMITMENT FOR THE MERGER. AUTHORIZATIONS, DELEGATIONS, AND APPOINTMENT OF A REPRESENTATIVE TO EXECUTE THE FINAL AGREEMENTS AND OTHER RELATED PROCEDURES.
18. AUTHORIZATIONS FOR THE REGISTRATION OF PROCEDURES RELATED TO THIS MEETING BEFORE THE NATIONAL SECURITIES COMMISSION, ARGENTINE STOCK EXCHANGES AND MARKETS S.A., CAJA DE VALORES S.A., AND THE GENERAL INSPECTION OF JUSTICE.
Note:
The registration of book-entry shares is managed by Caja de Valores S.A. (“CVSA”), located at 25 de Mayo 362, CABA. To attend the Shareholders’ Meeting, shareholders must obtain a confirmation of their book-entry shares from CVSA. In accordance with article 24 of the company’s bylaws and the regulations of the National Securities Commission (CNV), the shareholders’ meeting will be held remotely from the company’s headquarters at Carlos María Della Paolera 261, Floor 9, Ciudad Autónoma de Buenos Aires. The company will ensure the possibility of in-person participation for those shareholders who request it when communicating their attendance, and/or until the deadline for legally notifying attendance. For this purpose, the following email address has been established: l.huidobro@zbv.com.ar, to allow electronic registration for the meeting and the receipt of certificates issued by Caja de Valores S.A., which the shareholder has managed. The deadline to notify attendance to this email address is October 22, 2024, by 3:00 PM, in accordance with article 238 of the General Companies Law. Shareholders must provide the following information: full name or corporate name; type and number of identification document or registration details with explicit identification of the specific registry and its jurisdiction; and their address, which will be recorded in the minutes of the meeting. Additionally, if shareholders are represented by a legal representative and/or proxy, shareholders wishing to participate remotely must provide the same details for their proxies, including documentation proving their representation, duly authenticated, all in PDF format, by the same email address mentioned above, also by October 22, 2024 (in accordance with article 238 of the General Companies Law). In-person representatives of shareholders must present their valid documentation to the issuer on the day of the meeting. Shareholders notifying their attendance via the aforementioned email address must also provide their contact information (phone number and email) so the company can keep them informed of any updates or decisions regarding the meeting. The company will send a receipt confirmation electronically to shareholders who have registered via the indicated email, confirming their participation in the meeting. Shareholders who are legal entities, whether domestic or foreign, are also requested to inform the ultimate beneficial owners of the shares constituting their capital, as well as the number of shares with which they will vote. Shareholders who have notified their attendance will access the videoconference system through the link that will be sent to them, along with the corresponding instructions, to the email address they provided. The system to be used will be the Zoom application, and it will allow: (i) ensuring free access for all shareholders or their duly accredited representatives with validated identification instruments, including in all cases a copy of their ID, as well as accessibility for other meeting participants (directors, auditors, etc.);
(ii) participation with voice and vote via the simultaneous transmission of sound, images, and words throughout the entire meeting, ensuring equal treatment for all participants;
(iii) recording the entire meeting in digital format, which will be stored for 5 (five) years and made available to shareholders who request it. During the voting on each item on the agenda, each shareholder present will be asked for their vote, which can be expressed verbally. The meeting minutes will record the participants, their capacity, the location from which they attended, and the technical mechanisms used. The minutes will be signed within five (5) business days after the meeting. It is also noted that, when addressing items four, thirteen, fourteen, fifteen, sixteen, and seventeen on the agenda, the meeting will be held as an extraordinary meeting, and a quorum of 60% will be required. Therefore, in accordance with article 237 of the General Companies Law, since the meeting has been called in both the first and second convocations simultaneously, if the meeting is held in the second convocation due to the failure of the first, only the items corresponding to the ordinary shareholders’ meeting will be considered. An extraordinary meeting will need to be held in the second convocation to address the remaining agenda items, within the time limits established in the cited article and in accordance with the provisions set forth in the meeting notice.
