The Board of Directors of the Company has resolved to establish the terms and conditions for the acquisition of the Company’s own shares issued by the Company.
In making this decision, the economic and market situation has been considered, as well as the discount of the current listed price of the shares in relation to the fair value of the assets, determined by independent appraisers, and its objective is to contribute to the strengthening of the shares in the market and reduce fluctuations in the listed value, which does not reflect the value or the economic reality of the assets at present, resulting in detriment to the interests of the Company’s stockholders. Consequently, the Board of Directors, based on the aforementioned arguments, with the absence of objections from the Audit Committee and the favorable opinion of the Supervisory Committee and the independent accountant, has ordered the Company to acquire its own shares pursuant to Article 64 of Law No. 26,831 and the CNV Rules. 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 to be invested: Up to ARS 1,000,000,000,000 (one billion pesos).
– Daily limit for market transactions: As provided by the regulations, it will be up to 25% of the average daily trading volume of the Company’s shares, jointly in the markets where it is listed, during the previous 90 business days.
– Price to be paid for the shares: Up to a maximum of USD 7.00 per ADS and up to a maximum value in pesos of ARS 140.00 per share.
– Term in which the acquisitions will be carried out: up to 120 days, beginning the day after the date of publication of the information in the Daily Bulletin of the Buenos Aires Stock Exchange (“BCBA”), for the account and order of Bolsas y Mercados Argentinos S.A. (“BYMA”) in accordance with the delegation of powers set forth in Resolution No. 18,629 of the CNV, subject to any renewal or extension of the term, which will be informed to the investing public.
– Source of Funds: Acquisitions will be made with realized and liquid profits pending distribution of the Company and/or unrestricted and/or optional reserves. The Company has the necessary liquidity to make the aforementioned acquisitions without affecting its solvency, as shown in its condensed interim separate financial statements as of December 31, 2021, as well as in the reports of the independent accountant and the Audit Committee.
– Number of shares outstanding: As of December 31, 2021, the Company had issued 658,712,382 ordinary shares with a par value of ARS 1 with the right to one vote per share and 152,158,215 shares approved by the extraordinary shareholders’ meeting of December 22, 2021, derived from the capital increase resulting from the merger between IRSA Propiedades Comerciales S.A. and the Company, which will be issued at the time of the authorization of the public offering, totaling a capital of ARS 810,870,597.
– Maximum number of shares to be acquired: The number of shares to be acquired shall in no case exceed the maximum limit of 10% of the Company’s capital stock, in accordance with the provisions of the applicable rules.
