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2022

Notice of Shareholders’ Meeting 2022

By 23 September, 2022February 18th, 2025No Comments
The Company has resolved to call an Ordinary and Extraordinary General Shareholders’ Meeting to be held on October 28, 2022 at 10:00 a.m., in accordance with the following agenda:

1) ELECTION OF TWO SHAREHOLDERS TO SIGN THE MINUTES OF THE MEETING.
2) CONSIDERATION OF THE DOCUMENTATION FORESEEN IN CLAUSE 1 OF ARTICLE 234 OF LAW NO. 19,550 FOR THE FISCAL YEAR ENDED 06.30.2022.
3) CONSIDERATION OF THE RESULT FOR THE FISCAL YEAR ENDED 06.30.2022 WHICH SHOWS A PROFIT OF $34,252,534,791, WHICH IT IS PROPOSED TO ALLOCATE: (I) TO THE ABSORPTION OF THE UNALLOCATED RESULTS ACCOUNT IN THE AMOUNT OF $3,488,229,344; (II) TO THE INTEGRATION OF THE LEGAL RESERVE IN THE AMOUNT OF $1,538,215,272, IN ACCORDANCE WITH THE LEGAL PROVISIONS IN FORCE; (III) TO THE DISTRIBUTION OF A DIVIDEND TO SHAREHOLDERS OF UP TO $4,340,000,000 PAYABLE IN CASH AND/OR IN KIND, AND (IV) THE REMAINDER IN THE AMOUNT OF $24,886,090,175 TO BE USED TO CREATE AN OPTIONAL RESERVE.
4) CONSIDERATION OF THE MANAGEMENT OF THE BOARD OF DIRECTORS FOR THE FISCAL YEAR ENDED 06.30.2022.
5) CONSIDERATION OF THE MANAGEMENT OF THE AUDIT COMMITTEE FOR THE FISCAL YEAR ENDED 06.30.2022.
6) CONSIDERATION OF THE REMUNERATIONS TO THE BOARD OF DIRECTORS ($1,278,420,382 ALLOCATED AMOUNT) CORRESPONDING TO THE FISCAL YEAR ENDED 06.30.2022.
7) CONSIDERATION OF THE REMUNERATIONS TO THE AUDIT COMMITTEE ($3,919,000 ASSIGNED AMOUNT) CORRESPONDING TO THE FISCAL YEAR ENDED 06.30.2022.
8) DETERMINATION OF THE NUMBER AND APPOINTMENT OF DIRECTORS 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.
9) DESIGNATION OF THE REGULAR AND ALTERNATE MEMBERS OF THE AUDIT COMMITTEE FOR ONE FISCAL YEAR.
10) APPOINTMENT OF THE CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR ENDING 30.06.2023.
11) CONSIDERATION OF THE APPROVAL OF THE CERTIFYING ACCOUNTANT’S FEE FOR THE FISCAL YEAR ENDED 06.30.2022.
12) AMENDMENT OF ARTICLES SIXTEEN (MEETINGS OF THE BOARD OF DIRECTORS), TWENTY-SECOND (COMMITTEES) AND TWENTY-THIRD (STATUTORY AUDIT COMMITTEE) OF THE BY-LAWS.
13) CONSIDERATION OF THE APPLICATION OF UP TO THE AMOUNT OF 9,419,623 SHARES OF TREASURY STOCK ACQUIRED UNDER THE COMMON STOCK REPURCHASE PROGRAM APPROVED BY THE BOARD OF DIRECTORS ON MARCH 11, 2022, EQUIVALENT TO 1.16% OF THE CAPITAL STOCK, TO THE IMPLEMENTATION OF AN INCENTIVE PLAN FOR EMPLOYEES, MANAGEMENT AND DIRECTORS OF THE COMPANY. 14) AUTHORIZATIONS FOR THE REGISTRATION OF PROCEEDINGS RELATED TO THIS MEETING BEFORE THE NATIONAL SECURITIES COMMISSION AND THE INSPECTORATE GENERAL OF JUSTICE.

Note: The register of book-entry shares is kept by Caja de Valores S.A. (CVSA) domiciled at 25 de Mayo 362 CABA, therefore, in order to attend the Meeting you must obtain a certificate from the book-entry share account kept by CVSA. Pursuant to the provisions of the Company’s bylaws, Article 61 of the Capital Market Law No. 26,831 and taking into account RG CNV No. 830, the shareholders’ meeting will be held remotely. 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 for communicating attendance to said e-mail address expires on October 24, 2022 at 3:00 p.m., and the shareholder must provide the following information: name and surname or complete corporate name; type and number of identity document or registration data with express identification of the specific registry and its jurisdiction; address where they are located for the purposes of recording the same at the meeting. In addition, in the event of being represented by a legal representative and/or proxy, the shareholders must provide, through the same e-mail address indicated in this notice, five (5) business days prior to the meeting, that is, until October 20, 2022, the same information regarding the proxies who will attend the meeting on their behalf, as well as the documentation evidencing their legal capacity, sufficiently authenticated, all in pdf format. 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 entire Meeting in digital form and the conservation of a copy in digital format for a period of five (5) years, which will be available to 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. In the event of regulatory modifications regarding the manner of holding the meeting, the Company may proceed with the publication of a supplementary notice to the present one, in which it shall inform and/or clarify any other information or requirement to be taken into account in order to ensure the due exercise of the rights of the registered shareholders.

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