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2022

Summary of the 2022 Annual Shareholders’ Meeting

By 1 November, 2022February 18th, 2025No Comments
The Company published a relevant fact in order to inform the summary of what was resolved during the Shareholders’ Meeting.

FIRST ITEM: ELECTION OF TWO SHAREHOLDERS TO SIGN THE MINUTES OF THE MEETING.
It was approved by majority vote to appoint the representatives of the shareholders ANSES-FGS and CRESUD SACIF Y A (“CRESUD”) to approve and sign the minutes of the Meeting together with the Chairman.

SECOND ITEM: CONSIDERATION OF THE DOCUMENTATION FORESEEN IN CLAUSE 1 OF ARTICLE 234 OF LAW NO. 19,550 FOR THE FISCAL YEAR ENDED 06.30.2022.
The documentation required by Article 234 paragraph 1 of the General Corporations Law No. 19,550 (“LGS”) corresponding to the fiscal year ended June 30, 2022 was approved by majority vote.

THIRD ITEM: CONSIDERATION OF THE RESULT OF 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.
It was approved by majority vote to allocate the result of the fiscal year as follows: (i) to the absorption of the unallocated results account for the amount of $3,488,229,344, which restated as of the date of the meeting is equivalent to the amount of $4,254,820,266; (ii) to the integration of the legal reserve in the amount of Ps. 1,538,215,272, pursuant to the provisions of Article 70 of the General Corporations Law and Article 5, Chapter II, Title IV of the CNV Regulations, which, restated as of the date of the meeting, is equivalent to the amount of Ps. 1,876,261,240; (iii) to the distribution of a dividend to shareholders that, adjusted for inflation in accordance with CNV Resolution No. 777/2018, results in up to $4,340,000,000,000 payable in cash and/or in kind, in the latter case valued at market price, delegating to the Company’s board of directors the power to determine the form of payment in cash or in kind, or a combination of both options, and (iv) the remainder, which restated to date amounts to Ps. 31,308,963,560, to allocate it to the creation of an optional reserve, delegating its use and allocation to the Company’s Board of Directors, responding to a prudent and reasonable administration, in accordance with the provisions of Article 70 of the Corporations Law.

FOURTH ITEM: CONSIDERATION OF THE MANAGEMENT OF THE BOARD OF DIRECTORS FOR THE FISCAL YEAR ENDED 06.30.2022.
It was approved by majority vote: (i) the management of the Board of Directors during the fiscal year ended 06.30.2022 carried out by each of its members as well as with respect to the incumbent directors who are also members of the audit and executive committees that operate within it, for the activities carried out during the fiscal year under consideration, and taking into account the legal abstentions if applicable, and (ii) taking into consideration that the Company has merged with IRSA PROPIEDADES COMERCIALES S.A. during the fiscal year ended 06.30.2022, the merger having been registered on April 27, 2022, and as such it has the character of a continuing company, the management of the members of the board of directors of the absorbed company was approved by majority vote in the exercise of their functions until the resolution of the meeting approving the merger on December 22, 2021.

FIFTH ITEM: CONSIDERATION OF THE MANAGEMENT OF THE AUDIT COMMITTEE FOR THE FISCAL YEAR ENDED 06.30.2022.
It was approved by majority vote: (i) the management of the Audit Committee during the fiscal year ended 30.06.2022 under consideration and (ii) taking into consideration that the Company has merged with IRSA PROPIEDADES COMERCIALES S.A. during the fiscal year ended 06.30.2022, the merger having been registered on April 27, 2022, and as such it is a continuing company, the management of the members of the Supervisory Committee of the absorbed company in office until the resolution of the meeting approving the merger on December 22, 2021 was approved by a majority of votes.

SIXTH ITEM: CONSIDERATION OF THE REMUNERATIONS TO THE BOARD OF DIRECTORS ($1,278,420,382 ASSIGNED AMOUNT) CORRESPONDING TO THE FISCAL YEAR ENDED 06.30.2022.
It was approved by majority vote: (I) to approve the remunerations to the Board of Directors of the Company, including in such remunerations those corresponding to the members of the Board of Directors of IRSA PROPIEDADES COMERCIALES S.A., of which the Company is the successor by merger by absorption, in office until the meeting that approved the merger on December 22, 2021, for the total amount of $1,278,420,382 corresponding to the fiscal year ended on June 30, 2022, which include technical-administrative and administrative functions, as well as the remuneration corresponding to the members of the Board of Directors of the Company.2022, which include technical-administrative functions performed by the directors of both companies and which respond to reasonable compensation guidelines for the exercise of executive functions and consider the technical and operational skills and capacities and business experience of the members of the board of directors as well as the commitment they assume with their functions, in addition to comparable market criteria in companies of similar size, all in accordance with the corporate governance practices established in the Corporate Governance Code and the Corporate Governance Code of the Company. (II) empower the Board of Directors to (i) to proceed to its timely allocation and distribution in accordance with the specific tasks duly performed by its members; and (ii) to make monthly fee advances ad referendum of what the next ordinary meeting may consider.

SEVENTH ITEM: CONSIDERATION OF THE REMUNERATION OF THE AUDIT COMMITTEE ($)3,919,000 ALLOCATED AMOUNT) FOR THE FISCAL YEAR ENDED 30.06.2022.
It was approved by majority vote to pay to the Statutory Audit Committee for the tasks performed during the fiscal year ended June 30, 2022 the sum of $3,919,000.-, amount that includes the remunerations to the Statutory Audit Committee of IRSA Propiedades Comerciales S.A., of which the Company is the successor by merger by absorption, and which were in office until the meeting that approved the merger on December 22, 2021.

EIGHTH ITEM: DETERMINATION OF THE NUMBER AND APPOINTMENT OF DIRECTORS AND ALTERNATES. 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.
It was approved by majority vote: (i) to fix the number of regular directors at 12 (twelve) and the number of alternate directors at 5 (five); (ii) to renew in their positions as Regular Directors Messrs. Alejandro Gustavo Elsztain, María Julia Bearzi, Liliana De Nadai and David Williams, all of them with a three-year term of office, that is, until 06.30.2025, and Mr. Oscar Pedro Bergotto with a mandate for one fiscal year, that is, until 06.30.2023 and to appoint as Regular Director, Mr. Nicolás Bendersky, for a term of office of one year, that is, until 06.30.2023, thus completing the number of vacancies to be filled, and (iii) to renew in their positions as Alternate Directors Messrs. Enrique Antonini and Gabriel Adolfo Gregorio Reznik, both with a term of office for three fiscal years, that is, until 06.30.2025 and to appoint Mr. Marcos Oscar Barylka as Alternate Director for a two-year term, that is, until June 30, 2024.

NINTH ITEM: APPOINTMENT OF THE REGULAR AND ALTERNATE MEMBERS OF THE STATUTORY AUDIT COMMITTEE FOR ONE FISCAL YEAR.
It was approved by majority vote (i) to appoint Mr. José Daniel Abelovich, Marcelo Héctor Fuxman and Noemí Ivonne Cohn as Regular Statutory Auditors andMr. Roberto Daniel Murmis, Cynthia Deokmellian and Paula Sotelo as Alternate Statutory Auditors.
Roberto Daniel Murmis, Cynthia Deokmellian and Paula Sotelo as Alternate Statutory Auditors. for the term of one fiscal year, noting that according to CNV regulations the proposed persons are independent, informing that they have provided remunerated professional assistance in connection with companies under Article 33 of the LGS and (ii) authorize the proposed receivers to participate in the syndication of other companies by virtue of the provisions of Articles 273 and 298 of the LGS.

TENTH ITEM: APPOINTMENT OF THE CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR ENDING 06.30.2023.
It was approved by majority vote to appoint as certifying accountants for the fiscal year 2022/2023 the firms (a) PRICEWATERHOUSECo. member of the firm PriceWaterhouseCoopers in the person of Carlos Brondo as a member of PriceWaterhouseCoopers. External Auditor and in the person of Andrés Suarez as Alternate Statutory Auditor
(b) Abelovich Polano & Asociados in the person of Noemi Ivonne Cohn as Regular External Auditor andin the person of José Daniel Abelovich and Marcelo Héctor Fuxman as Alternate External Auditors.
and in the persons of José Daniel Abelovich and Marcelo Héctor Fuxman as Alternate External Auditors.

ELEVENTH ITEM: CONSIDERATION OF THE APPROVAL OF THE CERTIFYING ACCOUNTANT’S FEE FOR THE FISCAL YEAR ENDED 06.30.2022.
It was approved by majority vote to approve a fee in the amount of $64,408,450 for the tasks performed by the Certifying Accountants for the fiscal year ended 06.30.2022.

TWELFTH ITEM: AMENDMENT OF ARTICLES SIXTEEN (MEETINGS OF THE BOARD OF DIRECTORS), TWENTY-SECOND (COMMITTEES) AND TWENTY-THIRD (OVERSIGHT COMMITTEE) OF THE BY-LAWS.
Approved by majority vote (i) amend Articles Sixteen (meetings of the Board of Directors), Twenty-Second (committees) and Twenty-Third (Supervisory Committee) of the bylaws, proposing certain amendments to the comparative table of the amendment whose draft was presented and approved by the CNV prior to the meeting, and (ii) submit to CNV a new comparative table with the approved texts for administrative conformity. The approved wording is as follows:
ARTICLE SIXTEEN: MEETINGS: A) The Board of Directors must meet with the minimum frequency established by the applicable regulations, notwithstanding the fact that the Chairman or whoever replaces him may call a meeting whenever he deems it convenient or when requested by any of its members. B) Summons must be issued by the Chairman or his substitute, in writing, including electronic means, indicating the agenda. C) The Board of Directors must record its decisions in a minute book in physical or digital format, in either case, complying with the formalities established by the applicable regulations in force. The Board of Directors of the Corporation may function with the members present, or communicated among themselves by other means of simultaneous transmission of sound, images and words, current or to be created in the future and in accordance with the regulations in force. Members communicating remotely shall be counted for quorum purposes. The supervisory body shall exercise its powers during the development of the remote meeting, be it partially or totally, and shall record the regularity of the communication among the participants and the decisions adopted, guaranteeing compliance with the legal, regulatory and statutory rules. In all cases, the minutes of the Board of Directors shall reflect the type of participation of those members who participate remotely. In the case of meetings of the Board of Directors held remotely, in which all the members of the Board of Directors participate under this modality, the minutes shall be transcribed in the corresponding corporate book and signed within five (5) business days of the meeting by the legal representative and a representative of the supervisory body. In the case of meetings of the administrative body held with the participation of members from a distance and in person at the corporate headquarters or at another domicile within the Company’s jurisdiction as indicated in the notice of meeting, the minutes shall be signed by the legal representative, the directors present and a representative of the supervisory body.
ARTICLE TWENTY TWO: COMMITTEES. A) AUDIT COMMITTEE: The Company shall have an Audit Committee that shall operate on a collegiate basis. It shall be composed of three directors, who shall be appointed by the Board of Directors from among its members, and an equal or lesser number of alternates, who shall be appointed by the Board of Directors from among its members. All of its members must be independent. The Audit Committee may operate with the members present or in communication with each other by means of simultaneous transmission of sound, images and words, current or to be created in the future and in accordance with the regulations in force. Members communicating remotely shall be counted for quorum purposes. The Audit Committee shall adopt its resolutions by the vote of the majority of those present, which shall include members who have been notified from a distance. In all cases, the minutes shall reflect the type of participation of those members who participate remotely, indicating the characteristics of the form of communication. In the case of meetings held at a distance in which all the members of the Audit Committee participate under this modality, the minutes shall be transcribed and signed within five (5) working days of the meeting by one of the members of the Audit Committee designated for this purpose and the representative of the supervisory body, who shall record that he/she attended the meeting, verified the regularity of the distance communication and that the resolutions have been adopted following the guidelines set forth in this article. In the case of meetings held with the participation of members at a distance and in person at the corporate headquarters or at another domicile within the jurisdiction of the Company as indicated in the notice of meeting, the minutes shall be signed by the members present and a representative of the supervisory body, who shall record that he/she attended the meeting, verified the regularity of the remote communication and that the resolutions have been adopted following the guidelines set forth in this article. The Audit Committee shall establish its own rules of procedure. The remaining members of the Board of Directors and the trustees may attend the meetings of the Committee with voice, but without vote. The powers and duties of the Committee shall be those set forth in Article 110 of Law 26,831 of the Capital Market Law and the provisions of Section V of Chapter III of Title II of the Rules of the National Securities Commission and all other powers and duties that may be established in the future. B) EXECUTIVE COMMITTEE: A) The ordinary business is managed by an Executive Committee composed of a minimum of five (5) and a maximum of nine (9) full members. At the first meeting of the Board of Directors following the Ordinary General Meeting, the Directors must elect from among their number the regular members of the Executive Committee, three (3) of whom shall necessarily be the Chairman and the two Vice Chairmen of the Board; they may also elect an equal or lesser number of alternate members -who shall be one or more other Regular Directors-, who shall take office in the event of temporary or permanent vacancy of any of the regular members of the Committee. The members of the Executive Committee shall remain in office until such time as they are replaced by decision of the Board of Directors. The cessation for any reason of the office of director of the Company automatically implies the cessation of the office of member of the Executive Committee, without the need for an express decision. B) At its first meeting, the Executive Committee shall appoint from among its members a Chairman and Vice-Chairman, who shall replace the former in the event of absence or permanent or temporary impediment. C) The Executive Committee shall operate with the presence of three (3) of its members and shall decide by the vote of the majority of its members, and in the event of a tie, the Chairman or his substitute shall have a double vote. The Executive Committee may operate with the members present or in communication with each other by means of simultaneous transmission of sound, images and words, whether current or to be created in the future, and in accordance with the regulations in force. Members communicating remotely shall be counted for quorum purposes. The Executive Committee shall adopt its resolutions by the vote of the majority of those present, which shall include the members communicating from a distance. In all cases, the minutes shall reflect the type of participation of those members who participate remotely, indicating the characteristics of the form of communication. In the case of meetings of the Executive Committee held remotely in which all of its members participate under this modality, the minutes shall be transcribed in the corresponding corporate book and signed within five (5) business days of the meeting by the Chairman of the Executive Committee and a representative of the supervisory body. In the case of meetings of the Executive Committee held with the participation of members from a distance and in person at the corporate headquarters or at another domicile within the Company’s jurisdiction, the minutes shall be transcribed and signed within five (5) business days of the meeting by the members present and the representative of the supervisory body. In the case of remote meetings, whether partial or total, the representative of the auditing body participating in the meeting shall record his attendance, the regularity of the communication of the participants and the decisions adopted, ensuring compliance with the laws, regulations and bylaws. D) At its first meeting, the Executive Committee shall determine the frequency of its meetings, without prejudice to the meetings that may be called by its Chairman or whoever replaces him, or at the request addressed to them by any of its members, which must be completed within forty-eight (48) hours. In no case shall the meetings require a previously established and communicated agenda. These meetings shall be recorded in a minute book in physical or digital format, in either case, complying with the formalities established by the applicable regulations in force. E) The Executive Committee may divide its functions through the creation of special Subcommittees of three (3) members, any of which shall be replaced by the above-mentioned alternate, to which the above-mentioned operating rules shall apply. F) The Executive Committee, without prejudice to the powers conferred by law and these Bylaws to the Board of Directors, shall be in charge of the management of ordinary business not directly attended to, either originally or by assignment, by the Board of Directors. Consequently, the Executive Committee may: 1) develop and execute, in accordance with the objectives and strategic decisions of the Board of Directors, the commercial, credit, financial and human resources policy of the corporation, and any other policy concerning the corporate purpose, entering into, if necessary, with sufficient representation, the necessary contracts and transactions, including those requiring the execution of a public deed; 2) Subject to the structural guidelines set by the Board of Directors, create, maintain, eliminate, restructure or transfer the units and sectors of the administrative and functional organization of the corporation; 3) Create Special Committees, appoint Executive Vice Presidents, Executive Officers and/or similar structures or functional levels, designate those in charge of them and determine the scope of their functions; 4) Approve the staffing, appoint managers, including the general manager, and assistant managers and determine their functions, hire personnel of any rank or hierarchy, set their remuneration levels and working conditions, and adopt any other personnel policy measures, including promotions and dismissals, with the Chairman of the Executive Committee being empowered to order transfers, transfers and/or removals, as well as to apply the corresponding sanctions, as the case may be; 5) To propose to the Board of Directors the creation, transfer or closing of branches, agencies or representations within or outside the country, as well as the foundational participation or by acquisition in other companies domiciled in the country or abroad and the total or partial disposal of such participations, and to supervise the operation of all of them, instructing the appropriate persons regarding the exercise of corporate rights; 6) To manage and dispose of corporate assets in accordance with the general guidelines established by the Board of Directors and without prejudice to the powers of the latter, and to borrow funds for the purpose of using them for the corporation’s operations; 7) To prepare and submit to the consideration of the Board of Directors the necessary plans for the development of the policies referred to in paragraph 1) of this section, as well as the hiring system, the annual budget and the estimates of expenses and investments and debt levels; 8) To approve reductions, waivers, refinancing, novations, debt remissions and/or waivers of rights, when necessary and/or convenient for the ordinary course of the corporate business; 9) To issue its own internal regulations if it deems it necessary. The foregoing list is merely enunciative, and the Executive Committee may perform all acts necessary for the ordinary management of the corporate business. It is also established that the aforementioned functions may be divided among the Special Subcommittees whose creation is foreseen in paragraph E). Without prejudice to the powers of the Board of Directors and those corresponding to the legal representatives of the Company, the Minutes of the Executive Committee shall be a sufficient document to authorize the execution of any ordinary transaction of the Company, excluding only those whose amounts exceed 10% of the net worth of the Company, calculated according to the latest audited financial statements available at the time of the transaction.
ARTICLE TWENTY-THREE: SUPERVISORY COMMITTEE: A) The Company is supervised by a Supervisory Committee composed of three (3) Regular and three (3) Alternate Statutory Auditors appointed by the Ordinary General Shareholders’ Meeting. At its first meeting after the Ordinary General Assembly, the Auditing Committee shall elect from among its members the one who shall serve as Chairman of the Body. B) The term of office of the Trustees is one (1) year. C) The Supervisory Committee shall operate with the absolute majority of its members present, or communicated among themselves by other means of transmission of sound, images and words present or to be created in the future and in accordance with the regulations in force, and shall resolve by a majority of votes present or communicated remotely, and shall meet with the minimum frequency required for the fulfillment of its functions and the applicable rules. D) The Supervisory Committee must record its decisions in a minute book in physical or digital format, in either case, complying with the formalities established by the applicable regulations in force. If meetings are held with members communicating at a distance, their full names, the sense of their vote and the regularity of the decisions adopted shall be recorded in the minutes. The minutes shall be prepared and signed within five (5) working days of the meeting. In all cases, the minutes shall reflect the type of participation of those members who participate remotely, indicating the characteristics of the form of communication. E) In the event of death, incapacity, disability, resignation, removal, or absence, temporary or definitive, of the regular members, the alternates shall replace them in the order of their appointment. F) The Trustees have the powers and duties assigned to them by the General Corporations Law. G) The remuneration of the Trustees must be fixed by the Ordinary General Meeting within the limits established by the law in force.

THIRTEENTH ITEM: 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.
It was approved by majority vote (i) to authorize the Board of Directors of the Company with the broadest powers to prepare the incentive plan encouraging the participation of the indicated individuals as shareholders of the Company, establishing both quantitative and qualitative objective parameters under which the employees, management (ii) to apply to such plan up to the amount of 9,419,623 shares of common stock representing 1.16% of the current capital stock to be acquired under the repurchase program authorized by the Board of Directors on March 11, 2022, which will be delivered to the beneficiaries of the plan in accordance with the compliance guidelines of the participants of such program.

FOURTEENTH ITEM: AUTHORIZATIONS FOR THE REGISTRATION OF FORMALITIES RELATED TO THIS MEETING BEFORE THE NATIONAL SECURITIES COMMISSION AND THE INSPECTORATE GENERAL OF JUSTICE.
It was approved by majority vote to appoint Drs. María Laura Barbosa, Lucila Huidobro, Pilar Isaurralde, Carla Landi, Julia Lopez Radits and Dr. Gaston Di Iorio and Ms. Andrea Muñoz. Andrea Muñoz, so that acting individually and separately, they may proceed to carry out each and every one of the procedures tending to carry out the necessary registrations of the preceding resolutions before the CNV, BYMA, Inspección General de Justicia, and any other appropriate National, Provincial or Municipal Agency, signing documents, accepting and implementing amendments, receiving notifications, answering hearings, filing and issuing documentation, signing edicts and everything necessary for such purpose.

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