Summary of the resolutions of the Shareholders’ Meeting held on April 27, 2023.
FIRST ITEM: ELECTION OF TWO SHAREHOLDERS TO SIGN THE MINUTES OF THE MEETING.
It was approved by majority vote to appoint the representatives of the shareholders ANSES-FGS and CRESUD SACIF Y A (“CRESUD”) to approve and sign the minutes of the Meeting together with the Chairman and one of the members of the Supervisory Committee.
SECOND ITEM: CONSIDERATION OF THE CAPITAL STOCK INCREASE FROM THE AMOUNT OF $811,122,208 TO THE AMOUNT OF $7,363,527,208 THROUGH THE PARTIAL CAPITALIZATION OF THE ADDITIONAL PAID-IN CAPITAL ACCOUNT AND THE CONSEQUENT ISSUANCE OF BONUS SHARES FOR THE AMOUNT OF 6,552,405,000 TO BE DISTRIBUTED AMONG THE SHAREHOLDERS HOLDING SHARES OUTSTANDING AS OF THE LIQUIDATION DATE, IN PROPORTION TO THEIR SHAREHOLDINGS.
It was approved by majority vote: (1) To increase the capital stock in the amount of $6,552,405,000 bringing the capital stock from the amount of $811,122,208 to the amount of $7,363,527,208 through the partial capitalization of the Additional Paid-in Capital account in the amount of $6,552,405.000, issuing as a consequence the amount of 6,552,405,000 (six thousand five hundred and fifty two million four hundred and five thousand) common shares, scrip shares, par value $1 (one peso) and with the right to one vote per share, representing 88.98% of the capital after the capitalization. These shares will be issued in favor of the shareholders in proportion to their shareholdings at the time of issuance and liquidation and will grant them the same economic and political rights they have with respect to the shares currently outstanding as from their issuance and in accordance with the provisions of Article 97 of BYMA’s Listing Regulations, fractions of less than one share must be settled in cash. The amount to be capitalized arises from the financial statements approved and published as of the closing date June 30, 2022; and (2) To delegate to the Board of Directors the broadest powers for the processing and implementation of the capital increase by issuance of bonus shares and the establishment of the remaining issuance conditions not established by this Meeting, including, without limitation, the determination of the time and opportunity for the issuance of the new shares and to negotiate, agree, modify, subscribe and/or issue all documentation that may be convenient or necessary for the issuance of the new shares and/or the liquidation of the new shares, subscribe and/or issue all the documentation that may be convenient or necessary for the issuance of the new shares and/or the liquidation of fractions of shares, as well as the performance of all the necessary acts in order to carry out the resolutions adopted at this Meeting and make the amendments that may be suggested by the controlling bodies and subdelegate the powers delegated by this Meeting to the persons appointed by the Board of Directors for such purpose in order to (i) to carry out all the necessary formalities, with the broadest powers, in order to obtain the authorizations for public offering and listing and/or trading of the new shares to be issued in stock exchanges and/or authorized public or private securities markets in Argentina and/or abroad, all before the CNV, the Securities and Exchange Commission of the United States (“SEC”) and/or other similar agencies in Argentina or abroad, as well as to grant authorization for the registration of the respective capital stock increase before the Public Registry; (ii) in the event it is necessary to extend and/or adjust and/or amend the American Depositary Receipts program currently in effect between the Company and the Bank of New York as depositary, representative of American Depositary Shares iii) if applicable, as a result of the issuance of the new shares, to modify the conditions (conversion ratio and/or exercise price) of the outstanding warrants in accordance with the provisions of the Company’s warrants contract issued in the capital increase by subscription of shares that took place in 2021.
THIRD ITEM: CONSIDERATION OF THE AMENDMENT OF ARTICLE SEVEN OF THE CORPORATE BY-LAWS BY CHANGING THE NOMINAL VALUE OF THE SHARES FROM $1 (ONE PESO) TO $10 (TEN PESOS).
It was approved by majority vote to amend Article Seven of the Company’s bylaws, the text of which is transcribed below: “ARTICLE SEVENTH: SHARES: A) The Company’s shares are common, book-entry shares, with a par value of ten pesos (Ps. 10.-) each and with the right to one (1) vote per share. B) The Company may issue preferred shares with or without voting rights, which shall be scrip shares. The preferred shares will be entitled to a cumulative or non-cumulative preferred dividend, in accordance with the terms of their issuance. An additional participation in the net and realized profits may also be fixed for them”.
FOURTH ITEM CONSIDERATION OF THE DISTRIBUTION OF A CASH DIVIDEND OF UP TO PS. 21,900,000,000 (TWENTY-ONE THOUSAND NINE HUNDRED MILLION PESOS) TO BE CHARGED TO THE OPTIONAL RESERVE ESTABLISHED AT THE MEETING HELD ON OCTOBER 28, 2022 ON THE RESULTS CORRESPONDING TO THE FISCAL YEAR ENDED JUNE 30, 2022.
It was approved by majority vote (1) to set aside the optional reserve at the meeting held on October 28, 2022 on the results corresponding to the fiscal year ended June 30, 2022, and to pay a dividend to the shareholders in proportion to their shareholdings which, adjusted for inflation in accordance with CNV Resolution No. 777/2018, results in up to the amount of $21.900,000,000,000 (Pesos Twenty One Billion Nine Hundred Million), to be paid in cash; and (2) To delegate to the Board of Directors the implementation of the payment of dividends to shareholders, as well as the processing and implementation with respect to the payment of such dividend to the holders of GDS’s.
FIFTH ITEM: AUTHORIZATIONS FOR THE REGISTRATION OF FORMALITIES RELATED TO THIS MEETING BEFORE THE NATIONAL SECURITIES COMMISSION AND THE INSPECTORATE GENERAL OF JUSTICE.
It was approved by majority vote to appoint Drs. María Laura Barbosa, Lucila Huidobro, Pilar Isaurralde, Carla Landi, Ana Julia Lopez Radits and Dr. Gaston Di Iorio and Ms. Andrea Muñoz. Andrea Muñoz, so that acting individually and separately, they may proceed to carry out each and every one of the procedures tending to carry out the necessary registrations of the preceding resolutions before the CNV, BYMA, Inspección General de Justicia, and any other appropriate National, Provincial or Municipal Agency, signing documents, accepting and implementing amendments, receiving notifications, answering hearings, filing and issuing documentation, signing edicts and everything necessary for such purpose.