The Board of Directors of the Company has resolved to establish the terms and conditions for the acquisition of treasury stock issued by the Company.
In making this decision, the economic and market situation has been considered, as well as the discount of the current listed price of the shares in relation to the fair value of the assets, determined by independent appraisers, and its objective is to contribute to the reduction of the gap between the implied value of the Company, based on the value of the assets, and the value of the Company, based on the listed price of its shares, with a view to contributing to the strengthening of the shares in the market. Consequently, the Board of Directors, based on the aforementioned arguments, with the absence of objections from the Audit Committee and the favorable opinion of the Supervisory Committee and the independent accountant, has ordered the Company to acquire its own shares pursuant to Article 64 of Law No. 26,831 and the CNV Rules. In line with this, the Board of Directors has established the following terms and conditions for the acquisition of own shares issued by the Company:
- Maximum amount to be invested:Up to ARS 6,500,000,000,000 (six thousand five hundred million pesos).
- Maximum number of shares to be acquired:The number of shares to be acquired shall in no case exceed the maximum limit of 10% of the Company’s capital stock, in accordance with the provisions of the applicable rules.
- Daily limit for market operations:As provided by the regulations, it shall be up to 25% of the average daily trading volume of the Company’s shares, jointly in the markets where it is listed, during the previous 90 business days.
- Price to be paid for the shares:Up to a maximum of USD 10.00 (ten US dollars) per GDS and up to a maximum value in pesos of ARS 1,200.00 (one thousand two hundred pesos) per share. The maximum price may be modified by the Board of Directors, and the National Securities Commission (“CNV”) and the markets must be informed.
- Time period in which the acquisitions will be carried out:Up to 180 days, beginning on the day following the date of publication of the information in the Daily Bulletin of the Buenos Aires Stock Exchange (“BCBA”), for the account and order of Bolsas y Mercados Argentinos S.A. (“BYMA”) in accordance with the delegation of powers set forth in Resolution No. 18,629 of the CNV, subject to any renewal or extension of the term, which will be informed to the investing public.
- Source of Funds:The acquisitions will be made with realized and liquid profits pending distribution of the Company and/or with free or optional reserves. The Company has the necessary liquidity to make the aforementioned acquisitions without affecting the Company’s solvency as shown in the Company’s interim separate financial statements as of September 30, 2023, as duly presented, the report of the independent accountant and the report of the Audit Committee.
- Number of outstanding shares:As of September 30, 2023, the Company had issued 736,421,306 ordinary shares of ARS 10 par value with the right to one vote per share, totaling then a capital of AR$ 7,364,213,060. Subsequently, and pursuant to the exercise of warrants in the period between November 17 and 25, 2023, 401,518 ordinary book-entry shares of par value ARS 10 were issued, so that the number of issued shares amounts to 736,822,824 ordinary shares of par value ARS 10, and the Company’s capital stock amounts to ARS 7,368,228,240, leaving a total of 79,319,038 unexercised warrants.
