The Company’s Board of Directors resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held virtually on October 5, 2023, at 10:00 a.m. at first call, and at 11:00 a.m. at second call, from the corporate premises located at Carlos María Della Paolera 261, 9th Floor, City of Buenos Aires, according to the following agenda:
1) Appointment of two shareholders to sign the meeting’s minutes.
2) Consideration of documents contemplated in section 234, paragraph 1, of law no. 19,550 for the fiscal year ended June 30, 2023.
3) Allocation of net income for the fiscal year ended June 30, 2023 for ARS 57,350,858,685.45 (fifty-seven billion three hundred and fifty million eight hundred fifty-eight thousand six hundred and eighty-five pesos with 45/100 cents), as follows: (i) ARS 2,867,542,934.27 (two billion eight hundred sixty-seven million five hundred forty-two thousand nine hundred and thirty-four pesos with 27/100 cents) to the legal reserve, in accordance with the laws in force; and ii) the balance of ARS 54,483,315,751.18 (fifty-four billion four hundred eighty-three million three hundred fifteen thousand seven hundred and fifty-one pesos with 18/100 cents) to the distribution of a dividend to the shareholders in proportion to their shareholding interests for up to ARS 64,000,000,000 (sixty-four billion pesos) payable in cash and/or in kind, to which effect it is proposed to reverse the reserve for distribution of future dividends for up to ARS 8,984,932,749.20 (eight billion nine hundred eighty-four million nine hundred thirty-two thousand seven hundred and forty-nine pesos with 20/100 cents) and the special reserve for up to ARS 531,751,499.62 (five hundred thirty-one million seven hundred fifty-one thousand four hundred and ninety-nine pesos with 62/100 cents) to complete the proposed dividend distribution amount.
4) Consideration of board of directors’ performance for the fiscal year ended June 30, 2023.
5) Consideration of supervisory committee’s performance for the fiscal year ended June 30, 2023.
6) Consideration of compensation payable to the board of directors for ARS 13,500,000,000 (thirteen billion five hundred million pesos) within the limit set forth by section 261 of law no. 19,550.
7) Consideration of compensation payable to the supervisory committee for ARS 8,450,000 (eight million four hundred and fifty thousand pesos, allocated sum) for the fiscal year ended June 30, 2023.
8) Determination of the number and appointment of regular directors and alternate directors for a term of up to three fiscal years, as per section twelve of the bylaws.
9) Appointment of regular and alternate members of the supervisory committee for a term of one fiscal year.
10) Appointment of certifying accountants for the fiscal year ending June 30, 2024.
11) Approval of compensation payable to certifying accountants for the fiscal year ended June 30, 2023.
12) Consideration of the distribution of up to 13,928,410 (thirteen million nine hundred twenty-eight thousand four hundred ten) own shares to the shareholders in proportion to their holdings pursuant to the provisions of section 67 of law no. 26,831.
13) Consideration of approval of extension of global note program for the issuance of simple, non-convertible, unconditional notes, secured or unsecured, to be paid in in cash and/or in kind for a maximum outstanding amount of up to USD 750,000,000 (seven hundred fifty million dollars) or its equivalent in other currencies or value units, as approved by the shareholders’ meeting dated March 20, 2019 (the “program”) for a term of five years or such longer term as permitted by the applicable laws.
14) Consideration of (i) delegation to the board of directors of the broadest powers to implement the extension of the program and to determine all the program’s terms and conditions not expressly approved by the shareholders’ meeting as well as the time, the increase or decrease of the amount, term, placement method and further terms and conditions of the various series and/or tranches of notes issued thereunder; (iii) authorization for the board of directors to (a) approve, execute, grant and/or deliver any agreement, contract, document, instrument and/or security related to the extension of the program and/or the implementation of the increase or decrease of its amount and/or the issuance of the various series and/or tranches of notes thereunder; (b) apply for and secure authorization by the argentine securities commission to carry out the public offering of such notes; (c) as applicable, apply for and secure before any authorized securities market of argentina and/or abroad the authorization for listing and trading such notes; and (d) carry out any proceedings, actions, filings and/or applications related to the extension of the program and/or the increase and/or decrease of its amount and/or the issuance of the various series and/or tranches of notes under the program; and (iii) authorization for the board of directors to sub-delegate the powers and authorizations referred to in items (i) and (ii) above to one or more of its members.
15) Authorization to carry out registration proceedings relating to this shareholders’ meeting before the argentine securities commission, Bolsas y Mercados Argentinos s.a., Caja de Valores s.a. and the general superintendency of corporations.
Note: The Registry of the Company’s book-entry shares is kept by Caja de Valores S.A. (CVSA) domiciled at 25 de Mayo 362, City of Buenos Aires. Therefore, in order to attend the Shareholders’ Meeting, evidence is to be obtained of the account of book-entry shares kept by CVSA. Pursuant to the provisions of Section Twenty Four of the bylaws and the rules of the Argentine Securities Commission, the shareholders’ meeting will be held remotely from the corporate headquarters located at Carlos María Della Paolera 261, Floor 9, City of Buenos Aires, and shareholders who are willing to do so will have the possibility to attend the meeting in person, provided that they communicate such decision upon sending their notice of attendance and/or until the date of expiration of the statutory term established for giving notice of attendance. To such end, the email address l.huidobro@zbv.com.ar is available for registering attendance at the shareholders’ meeting by electronic means and for sending the certificates issued by Caja de Valores S.A. obtained by the shareholders. The term for giving notice of attendance at such email address expires on September 29, 2023 at 3:00 p.m., pursuant to the provisions of Section 238 of the General Companies Law. Shareholders shall provide the following data: first and last name or full corporate name; identity document type and number, or registration data, specifying the Register where they are registered and their jurisdiction; and domicile where they are located for purposes of recording it at the shareholders’ meeting. Moreover, if they are to be represented by a legal representative and/or an attorney-in-fact, the shareholders who decide to participate remotely shall send the same data regarding the proxies who shall attend the meeting on their behalf, as well as the documents evidencing their capacity, duly authenticated, in PDF format, to the email address mentioned in this notice, on or before September 29, 2023 (pursuant to Section 238 of the General Companies Law). Shareholders’ proxies who decide to participate in person may evidence their capacity as such by producing their qualifying documents to the Issuer on the same date of the meeting. Shareholders who give notice of their attendance through the email address mentioned above shall also provide their contact details (telephone and email) for the Company to keep them updated of any potential measures that could be adopted in connection with the Shareholders’ Meeting. The Company shall send a receipt to all shareholders who registered their names by email sent to the above mentioned address, which shall be required in order to attend the Shareholders’ Meeting. Moreover, shareholders who are local or foreign legal entities shall identify the final beneficial holders of such shareholders’ stock capital and the number of shares to be voted by them. It should be noted that upon dealing with items 3 (reversal of reserve), 12, 13, and 14 on the Agenda, the Shareholders’ Meeting shall qualify as extraordinary, and a quorum of 60% will be required. The videoconference system to be used to hold the meeting may be accessed to by the shareholders who have given notice of their assistance, through the link to be sent to them, including the applicable instructions, to the email address reported by the shareholders. The system to be used will be the Zoom application, which will allow: (i) to secure free access of all the shareholders who were duly identified or their accredited proxies with validated qualifying instruments, including in all cases a copy of their identity document (DNI), and the access of the remaining participants at the meeting (directors and statutory auditors, among others); (ii) the possibility to participate at the shareholders’ meeting by speaking and voting, through simultaneous transmission of sound, images and words all throughout the meeting, ensuring the principle of equal treatment to all participants; and (iii) digital recording of all the development of the meeting and storage of a copy in digital format for a term of 5 (five) years, which shall be available to the shareholders upon request. Upon voting each item of the agenda, each shareholder will be requested to express the sense of their vote, which may be given verbally. The minutes of the shareholders’ meeting will record the attendants and capacity in which they acted, the place where they were located, and the technical means used. The minutes will be executed within five (5) business days after the meeting. Moreover, pursuant to the provisions of Section 237 of the General Companies Law, as the meeting has been convened on first and second call simultaneously, if the Shareholders’ Meeting were held on second call because no quorum was reached at the first call, since IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA is a company whose shares are publicly offered, it will be possible to deal only with those Agenda items that correspond to ordinary shareholders’ meetings.