The Board of Directors of the Company has resolved to convene the Ordinary and Extraordinary General Shareholders’ Meeting for October 28, 2024, at 12:00 PM on the first call and at 1:00 PM on the second call, which will be held remotely from the corporate headquarters located at Carlos María Della Paolera 261, 9th Floor, Autonomous City of Buenos Aires, in accordance with the following agenda:
1. ELECTION OF TWO SHAREHOLDERS TO SIGN THE MINUTES OF THE ASSEMBLY.
2. CONSIDERATION OF THE DOCUMENTATION FORESEEN IN INC.
1. OF ARTICLE 234 OF LAW N° 19.550 PERTAINING TO THE FISCAL YEAR ENDING JUNE 30, 2024.
3. CONSIDERATION OF THE RESULT OF THE ECONOMIC YEAR ENDED ON 30.06.2024, WHICH SHOWS A LOSS OF $18,376,813,259.44 (EIGHTEEN BILLION THREE HUNDRED SEVENTY-SIX MILLION EIGHT HUNDRED THIRTEEN THOUSAND TWO HUNDRED FIFTY-NINE WITH 44/100 CENTS). CONSIDERATION OF THE APPLICATION OF OPTIONAL RESERVES TO ABSORB NEGATIVE ACCUMULATED RESULTS. CONSIDERATION OF THE DISTRIBUTION OF DIVIDENDS PAYABLE IN CASH AND/OR IN KIND FOR UP TO THE AMOUNT OF $90,000,000,000 (NINETY BILLION PESOS) FROM OPTIONAL RESERVES. DELEGATION TO THE COMPANY’S BOARD OF DIRECTORS OF THE PROPORTION OF DIVIDENDS TO BE PAID IN CASH AND/OR IN KIND.
4. CONSIDERATION OF THE ALLOCATION OF THE REMAINING OPTIONAL RESERVES TO SPECIFIC PURPOSES (FUTURE DIVIDENDS, SHARE REPURCHASE, AND/OR PROJECTS RELATED TO THE COMPANY’S BUSINESS PLAN) AND DELEGATION OF THEIR APPLICATION AND DISPOSAL TO THE COMPANY’S BOARD OF DIRECTORS.
5. CONSIDERATION OF THE BOARD OF DIRECTORS’ MANAGEMENT FOR THE ECONOMIC YEAR ENDED ON 30.06.2024.
6. CONSIDERATION OF THE MANAGEMENT OF THE FISCALIZING COMMISSION FOR THE ECONOMIC YEAR ENDED ON 30.06.2024.
7. CONSIDERATION OF REMUNERATIONS TO THE BOARD OF DIRECTORS ($13,323,000,000 (THIRTEEN BILLION THREE HUNDRED TWENTY-THREE MILLION PESOS) – ASSIGNED AMOUNT) CORRESPONDING TO THE ECONOMIC YEAR ENDED ON 30.06.2024, WHICH RESULTED IN A COMPUTABLE DEFICIT UNDER THE TERMS OF THE NATIONAL SECURITIES COMMISSION’S REGULATIONS.
8. CONSIDERATION OF REMUNERATIONS TO THE FISCALIZING COMMISSION FOR THE AMOUNT OF $16,876,719 (SIXTEEN MILLION EIGHT HUNDRED SEVENTY-SIX THOUSAND SEVEN HUNDRED NINETEEN PESOS – ASSIGNED AMOUNT) CORRESPONDING TO THE ECONOMIC YEAR ENDED ON 30.06.2024.
9. DETERMINATION OF THE NUMBER AND APPOINTMENT OF REGULAR AND ALTERNATE DIRECTORS. THE BOARD OF DIRECTORS SHALL ESTABLISH THE DURATION OF THEIR TERMS OF OFFICE FOR UP TO THREE FISCAL YEARS, IN ACCORDANCE WITH ARTICLE TWELVE TWO OF THE COMPANY’S BYLAWS.
10. DESIGNATION OF THE REGULAR AND ALTERNATE MEMBERS OF THE FISCALIZING COMMISSION FOR A TERM.
11. DESIGNATION OF THE CERTIFYING ACCOUNTANTS FOR THE ECONOMIC YEAR ENDING ON 30.06.2025.
12. CONSIDERATION OF THE APPROVAL OF THE FEES FOR THE CERTIFYING ACCOUNTANTS FOR THE ECONOMIC YEAR CLOSED ON 30.06.2024.
13. CONSIDERATION OF THE DISTRIBUTION OF TREASURY STOCK UP TO THE AMOUNT OF 25,700,000 (TWENTY-FIVE MILLION SEVEN HUNDRED THOUSAND) SHARES TO THE 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, FROM THE RELEASE OF RESERVES.
15. CONSIDERATION OF THE APPLICATION OF TREASURY STOCK TO THE IMPLEMENTATION OF AN INCENTIVE PLAN FOR THE MANAGEMENT AND DIRECTORS OF THE COMPANY, UP TO 1% OF THE ISSUED SHARES. AUTHORIZE THE SUBMISSION OF THE COMPENSATION PROGRAM TO THE NATIONAL SECURITIES COMMISSION.
16. CONSIDERATION OF THE REQUEST FOR THE ISSUANCE AND COMPLEMENTARY PUBLIC OFFER OF ORDINARY SHARES DUE TO THE ADJUSTMENT IN THE NUMBER OF SHARES TO WHICH THE ISSUED OPTIONS ENTITLE 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 FOR ITS IMPLEMENTATION WITH FULL AUTHORITY.
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 SUCH PURPOSE. CONSIDERATION OF THE PRIOR MERGER COMMITMENT. AUTHORIZATIONS AND DELEGATIONS AND APPOINTMENT OF A REPRESENTATIVE TO GRANT THE FINAL AGREEMENTS AND OTHER PROCEDURES.
18. AUTHORIZATIONS FOR THE REGISTRATION OF PROCEDURES RELATED TO THIS ASSEMBLY BEFORE THE NATIONAL SECURITIES COMMISSION, BOLSA Y MERCADOS ARGENTINOS 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. Therefore, in order to attend the Assembly, shareholders must obtain a certificate of their book-entry share account held with 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.
