0 %

The Board of Directors has resolved to call a General Extraordinary Shareholders’ Meeting to discuss, among other topics, the Merger Proposal with IRSA PC.

The meeting will be held on December 22, 2021, at 11:00 a.m. BA Time (09:00 a.m. ET Time) to deal with the following agenda:

1) Appointment of two shareholders to sign the meeting’s minutes.

2) Consideration of merger by absorption between IRSA Inversiones y Representaciones Sociedad Anónima (“IRSA”), as merging company and IRSA Propiedades Comerciales S.A. (“IRSA PC”), as merged company, pursuant to the terms of section 82 and subsequent of Argentine Companies Act and section 80 and subsequent of income tax law No. 20,628. Consideration of individual special merger financial statements of IRSA as of June 30, 2021; Special merger financial statements of IRSA PC as of June 30, 2021; Consolidated merger financial statements of IRSA and IRSA PC as of June 30, 2021; and Supervisory Committee’s and Auditor’s Reports. Consideration of preliminary merger agreement between IRSA PC and IRSA dated September 30, 2021, and further related documents, authorizations and delegations of powers. Appointment of IRSA’s representatives or agents who shall execute and deliver the final merger agreement.

3) Amendment to article twelve (board of directors) of the bylaws.

4) Consideration of increase in the amount of the global note program for the issuance of simple, non-convertible notes, secured or not, or guaranteed by third parties, for a maximum outstanding amount of up to USD 600,000,000, the creation of which was approved by the Shareholders’ Meeting dated October 31, 2017, and the increase in the amount of which was approved by the Shareholders’ Meeting dated October 30, 2019, by an additional amount of up to USD 150,000,000.

5) Consideration of (i) delegation on the board of directors of the broadest powers to implement the increase and/or reduction in the program’s amount, and determine any terms and conditions of the program other than those expressly approved by the shareholders’ meeting as well as the time, amount, term, placement method and further terms and conditions of the various series and/or tranches of notes issued thereunder; (ii) renewal of powers for the board of directors to (a) approve, execute, grant and/or deliver any agreement, contract, document, instrument and/or security related to the increase in the program’s 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 increase in the program’s 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.

6) Authorization to carry out registration proceedings relating to this Shareholders’ Meeting before the Argentine Securities Commission and the General Superintendency of Corporations.

Holders of IRSA CP ADSs or IRSA GDSs are not entitled to attend the meetings, but they are invited to give voting instructions to the IRSA CP ADS Depositary or IRSA GDS Depositary to vote the IRSA CP Shares or IRSA Shares underlying their IRSA CP ADSs or IRSA GDSs upon the terms set forth in the deposit agreements governing the IRSA CP ADSs and IRSA GDSs. The IRSA CP ADS Depositary and IRSA GDS Depositary shall fix a record date as soon as practicable for the determination of the holders of IRSA CP ADSs and IRSA GDSs entitled to vote on the Merger at the extraordinary general shareholders meetings.