By
letter dated September 30, 2016, the Company informed
the notice of call to the
General Ordinary and Extraordinary
Shareholders’ Meeting to be held on October 31, 2016, at 1:00
p.m., at the Company’s registered office located at
Bolívar 108 1st Floor, City of Buenos
Aires
IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD
ANÓNIMA
Registered
with the Superintendency of Corporations on June 23, 1943 under No.
284, Page 291, Book 46, Volume A, hereby calls its shareholders to
attend a General Ordinary and Extraordinary Shareholders’
Meeting to be held on October 31, 2016 at 1:00 p.m., at its
registered office located at Bolívar 108 1st Floor, City of
Buenos Aires, to deal with the following Agenda:
1.
1.
Appointment of two shareholders to sign the meetings’
minutes.
2.
2.
Consideration of documents contemplated in Section 234, paragraph
1, of Law No. 19,550 for the fiscal year ended June 30,
2016.
3.
Allocation
of net loss for the fiscal year ended June 30, 2016 for
$1,254,412,752. Ratification of Board resolution dated May 12, 2016
regarding reinstatement of statutory reserve with funds from the
Reserve for Future Dividends in accordance with the guidelines set
forth in Section 5, Chapter III, Title IV of the Argentine
Securities Commission’s Rules.
4.
4.
Consideration of Board of Directors’ performance for the
fiscal year ended June 30, 2016.
5.
5.
Consideration of Supervisory Committee’s performance for the
fiscal year ended June 30, 2016.
6.
6.
Consideration of compensation payable to the Board of Directors for
$24,467,125 for the fiscal year ended June 30, 2016, which recorded
a computable tax loss pursuant to the applicable
regulations.
7.
7.
Consideration of compensation payable to the Supervisory Committee
for the fiscal year ended June 30, 2016.
8.
8.
Consideration of appointment of Regular Directors and Alternate
Directors due to expiration of term.
9.
9.
Appointment of Regular and Alternate Members of the Supervisory
Committee for a term of one fiscal year.
10.
10.
Appointment of Certifying Accountant for the next fiscal year and
determination of its compensation. Delegation of
powers.
11.
11.
Update on shared services agreement report.
12.
12.
Treatment of amounts paid as personal assets tax levied on the
shareholders.
13.
13.
Consideration of (i) approval of extension of Global Note Program
for a maximum outstanding principal amount of up to US$300,000,000
(Three Hundred Million Dollars) (or its equivalent in other
currencies) approved by the shareholders’ meeting dated
October 31, 2011 (the “Program”) for a term of five
years or such longer term as permitted under the applicable laws;
and (ii) increase of Program amount by an additional amount of up
to US$200,000,000 (Two Hundred Million Dollars) (or its equivalent
in other currencies).
14.
14.
(i) Delegation to the Board of the broadest powers to implement the
extension and/or increase of the Program amount and/or its
reduction, as well as to determine any terms and conditions of the
Program not 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) Board of Directors’ authorization to
(a) approve, enter into, execute and/or deliver any agreement,
contract, document, instrument and/or security related to the
extension of the program and/or the implementation of the increase
in its amount and/or the issuance of the various series and/or
tranches of notes thereunder; (b) apply for and pursue before the
Argentine Securities Commission the authorization for the public
offering of such notes; (c) as applicable, apply for and pursue
before any authorized securities market in Argentina and/or abroad
the authorization for the listing and trading of such notes; and
(d) carry out any actions, proceedings, filings and/or steps
related to the extension of the Program and/or the increase of its
amount and/or the issuance of the various series and/or tranches of
notes under the Program; and (iii) Board of Directors’
authorization to subdelegate the powers and authorizations referred
to in items (i) and (ii) above to one or more of its
members.
15
15.
Grant of indemnities to the Directors, Statutory Auditors and
Managers who perform or have performed duties for the Company
accessorily to the D&O policies.
16
16.
Amendment to article 24 of the Bylaws regarding the possibility to
hold remote shareholders’ meetings.
Note
: The Registry of the Company’s book-entry shares
is kept by Caja de Valores S.A. (CVSA) domiciled at 25 de Mayo 362,
City of Buenos Aires. Therefore, in order to attend the
Shareholders’ Meeting, evidence is to be obtained of the
account of book-entry shares kept by CVSA which should be submitted
for deposit at Florida 537 Floor 18 (4322-0033), City of Buenos
Aires (4322-0033) from 9:30 am to 4:00 pm no later than October 25,
2016. An acknowledgement of admission to the Shareholders’
Meeting shall be furnished. Upon considering items 11, 12, 13, 14,
15 and 16, the Shareholders’ Meeting shall hold session in
the nature of an extraordinary meeting which shall require that
quorum be 60%. Pursuant to Section 22, Chapter II, Title II of the
CNV Rules (2013 revision)
upon
registration for attending the meeting, the shareholders shall
provide the following data: first and last name or full corporate
name; identity document type and number in the case of physical
persons, or registration data in the case of artificial persons,
specifying the Register where they are recorded and their
jurisdiction and domicile, and indicating their nature. Identical
data shall be furnished by each person who attends the
Shareholders’ Meeting as representative of any shareholder.
Moreover, the Shareholders are reminded that pursuant to the
provisions of Section 24, Chapter II, Title II of the
CNV
Rules, (2013 revision) if the shareholders were companies organized
abroad under any form or pattern, upon registering for attending
the shareholders’ meeting they shall identify the final
beneficial holders of the shares of stock of the foreign company
and the number of shares that will be voted. The representative
appointed to make the voting at the Shareholders’ Meeting
shall be registered in accordance with Section 118 or 123 of the
Argentine Companies Law. Eduardo Sergio Elsztain, Chairman
appointed by the Shareholders’ Meeting dated October 30, 2015
and distribution of Board offices dated November 2,
2015.