The Board of Directors has decided to establish the terms and conditions for the acquisition of the common shares issued by the Company.
To make such decision, the Board of Directors has considered the economic and market situation, as well as the discount of the current share price in relation to the fair value of the assets, determined by independent appraisers, and its objective is to strengthen the shares and reduce the fluctuations in the market value, that does not reflect the real economic value of the assets, directly affecting the interests of the Company’s shareholders.
Consequently, the Board of Directors based on the aforementioned arguments, with no objections from the Audit Committee and a favorable opinion of the Supervisory Committee and independent accountant, has arranged for the Company to acquire its own shares under the terms of Article 64 of the Law Nº 26,831 and the CNV Regulations. 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 of the investment: Up to ARS 5,000,000,000.
- Maximum number of shares to be acquired: Up to 10% of the capital stock of the Company, as established by the applicable laws and regulations.
- Daily limitation on market transactions: In accordance with the applicable regulation, the limitation will be up to 25% of the average volume of the daily transactions for the Shares and ADS in the markets during the previous 90 days.
- Payable Price: Up to USD 8.00 per GDS and up to a maximum value in Pesos of ARS 425 per Share.
- Period in which the acquisitions will take place: until 180 days, beginning the day following to the date of publication of the information in the Daily Bulletin of the Buenos Aires Stock Exchange ("BCBA"), by account and order of Bolsas y Mercados Argentinos SA ("BYMA") in accordance with the delegation of powers established in Resolution No. 18,629 of the CNV, subject to any renewal or extension of the term, which will be reported to the investing public.
- Origin of the Funds: The acquisitions will be made with realized and liquid earnings pending of distribution of the Company and/or freely available reserves and/or facultative reserves. The Company has the liquidity to make the acquisitions without affecting its solvency as follows from the quarterly financial statements of the Company as of March 31, 2023, and the reports of the independent accountant and the Supervisory Committee, made for this purpose.
- Outstanding Shares: For informational purposes, it is reported that as of March 31, 2023, the Company had issued 811,122,208 ordinary shares with ARS 1,00 nominal value, with the right to one vote per share and 6,552,405,000 shares approved on April 27, 2023 by the Ordinary and Extraordinary General Shareholders' Meeting, derived from the capital increase by the issuance of shares that will be issued at the time of finalization of the public offering authorization, thus totaling a capital of ARS 7,363,527,208. Subsequently, and in accordance with the exercise of warrants between May 17 and 25, 2023, 15,249 common shares were issued with a nominal value of ARS 1, for which the capital stock to date amounts to ARS 811,137,457.