By letter dated November 1,
2016,
the Company informed the
summary of the
resolutions adopted at the general ordinary and extraordinary
shareholders’ meeting held on October 31,
2016
ITEM ONE: APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE
MEETINGS’ MINUTES
The
meeting approved by majority of votes that the representatives of
shareholders The Bank of New York Mellon (BONY), ANSES FGS, and
Cresud SACIF y A approve and sign the minutes of the
Shareholders’ Meeting.
ITEM TWO: CONSIDERATION OF DOCUMENTS CONTEMPLATED IN PARAGRAPH 1,
SECTION 234, OF LAW NO. 19,550 FOR THE FISCAL YEAR ENDED JUNE 30,
2016.
The
meeting approved by majority of votes all the documents required
under Section 234, paragraph 1, of the General Companies Law for
the fiscal year ended June 30, 2016.
ITEM THREE: CONSIDERATION OF 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 TO REPLENISH THE STATUTORY RESERVE
WITH FUNDS FROM THE RESERVE FOR FUTURE DIVIDENDS ACCORDING TO THE
GUIDELINES SET UNDER SECTION 5, CHAPTER III, TITLE IV OF THE RULES
OF THE ARGENTINE SECURITIES COMMISSION.
The
meeting approved by majority of votes (I) that the loss of
$1,254,412,752 be partially absorbed with the special reserve set
up for recording initial adjustments resulting from conversion to
IFRS (RG 609/2012) amounting to $3,825,319, and that the balance of
the loss, amounting to $1,250,587,433, be allocated to the Retained
Earnings account; (ii) to fully ratify the Board resolution that
allocated 5% of the reserve for future dividends set up as resolved
by the general ordinary and extraordinary shareholders’
meeting dated November 26, 2015, i.e., the sum of $26,008 thousand,
to fund the statutory reserve, all in accordance with the
guidelines set under Section 5, Chapter III, Title IV, of the Rules
of the Argentine Securities Commission, thus fully replenishing the
statutory reserve pursuant to Section 70 of Law 19,550 and the
referred rules of the Argentine Securities Commission.
ITEM FOUR: CONSIDERATION OF BOARD OF DIRECTORS’ PERFORMANCE
FOR THE FISCAL YEAR ENDED JUNE 30, 2016
.
The
meeting approved by majority of votes the performance of each of
the Board members and the regular directors who are also members of
the audit and executive committees as concerns the activities
developed during the fiscal year under review, with the applicable
legal abstentions, pursuant to the provisions of Section 241 of the
General Companies Law.
ITEM FIVE: CONSIDERATION OF SUPERVISORY COMMITTEE’S
PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30,
2016
.
The
meeting approved by majority of votes the Supervisory
Committee’s performance during the fiscal year under
review.
ITEM SIX: 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 UNDER THE TERMS OF THE
APPLICABLE REGULATIONS.
The
meeting approved by majority of votes the compensation payable to
the Board of Directors for the sum of $24,467,125 (total
compensation), for the fiscal year ended June 30, 2016, which
amount exceeds the limits imposed under Section 261 of the General
Companies Law, taking into account the directors’
responsibilities, the time devoted to the discharge of professional
duties, the results of their performance, the specific technical
tasks developed in controlled companies and their professional
skills and market value of the services rendered. Moreover, the
meeting empowered the Board of Directors to (i) allocate and
distribute such compensation sum in due course in accordance with
the specific duties discharged by its members;and (ii) to make
monthly advance payments of fees contingent upon the resolution to
be adopted at the next ordinary shareholders’
meeting.
ITEM SEVEN: CONSIDERATION OF COMPENSATION PAYABLE TO THE
SUPERVISORY COMMITTEE FOR THE FISCAL YEAR ENDED JUNE 30,
2016
.
The
meeting resolved by majority of votes to pay $600,000 to the
Supervisory Committee as fees for the tasks discharged during the
fiscal year under review, i.e., as of June 30, 2016.
ITEM EIGHT: CONSIDERATION OF APPOINTMENT OF REGULAR DIRECTORS AND
ALTERNATE DIRECTORS DUE TO EXPIRATION OF TERM.
The
meeting approved by majority of votes that the appointment of the
following directors be renewed for a term of three fiscal years:
Messrs. Alejandro Gustavo Elsztain, Gary Gladstein and Fernando
Rubín, as Regular Directors, and Mr. Enrique Antonini as
Alternate Director. It is put on record that the proposed Regular
Directors Messrs. Alejandro Gustavo Elsztain and Fernando
Rubín qualify as non-independent under the terms of Section
11, Article III, Chapter III, Title II, of the Rules of the
Argentine Securities Commission (2013 revision) and that Messrs.
Gary Gladstein and Enrique Antonini qualify as independent under
such regulations.
ITEM NINE: APPOINTMENT OF REGULAR AND ALTERNATE MEMBERS OF THE
SUPERVISORY COMMITTEE FOR ONE FISCAL YEAR.
The
meeting resolved by majority of votes to appoint Messrs. José
Daniel ABELOVICH, Marcelo Héctor FUXMAN and Noemí Ivonne
COHN as
Regular Statutory
Auditors
and Messrs. Roberto Daniel MURMIS, Sergio Leonardo
KOLAKZYK and Alicia Graciela RIGUEIRA as
Alternate Statutory Auditors
for a term of one fiscal year, noting that all the nominees qualify
as independent in compliance with Section 79 of Law 26,831 and the
provisions contained in Section 12, Article III, Chapter III, Title
II of the Rules of the Argentine Securities Commission,
notwithstanding which fact they have rendered remunerated
professional assistance in connection with companies governed by
the provisions of Section 33 of the General Companies Law No.
19,550. Moreover, the meeting authorized the Statutory Auditors to
participate in the supervisory committees of other companies
pursuant to the provisions of Sections 273 and 298 of the General
Companies Law, provided that they observe the confidentiality
obligations required in connection with such duties.
ITEM TEN: APPOINTMENT OF CERTIFYING ACCOUNTANTS FOR THE NEXT FISCAL
YEAR AND DETERMINATION OF ITS COMPENSATION. DELEGATION OF
POWERS.
The
meeting approved by majority of votes (i) to add the sum of
$10,456,000 to the amount approved by the previous
shareholders’ meeting and paid during the fiscal year ended
June 30, 2016, as compensation for additional tasks performed by
the Certifying Accountant; and (ii) to appoint the following firms
as certifying accountants (a) PRICEWATERHOUSE&Co. member of
PriceWaterhouseCoopers for the 2016/2017 fiscal year, with
Eduardo Alfredo
Loiácono
acting as Regular Independent Auditor,
Carlos Martín
Barbafina
as Alternate Independent Auditor, and
Walter Rafael Zablocky
as
Alternate Independent Auditor; and (b) Abelovich Polano &
Asociados, with
Marcelo
Héctor Fuxman
acting as Regular Independent Auditor and
Noemí Ivonne
Cohn
as Alternate Independent Auditor. Moreover, for the
fiscal year started on July 1, 2016, the meeting resolved to
approve the sum of $10,431,055 as fees for professional services as
certifying accountants for the 2016/2017 fiscal year, pursuant to
the applicable laws.
ITEM ELEVEN: UPDATING OF REPORT ON SHARED SERVICES
AGREEMENT.
The
meeting approved by majority of votes to delegate to the Board of
Directors the power to implement a new Agreement for Implementing
Amendments to the Corporate Services Master Agreement entered into
with IRSA Propiedades Comerciales S.A. and Cresud SACIF y A, so as
to reflect certain changes in the exchange areas and the allocation
principles that are being implemented since July 2014, based on the
recommendations made by Deloitte & Co. SRL, which firm has been
requested to review and assess on a semi-annual basis, since the
moment the shared services started to be implemented, the criteria
applied in the settlement process and the principles for allocating
corporate services’ costs.
ITEM TWELVE: TREATMENT OF AMOUNTS PAID AS PERSONAL ASSETS TAX
LEVIED ON THE SHAREHOLDERS.
The
meeting approved by majority of votes the actions taken by the
Board of Directors in connection with the personal assets tax
payable by the shareholders, considering that the Company has been
paying, as substitute obligor, the personal assets tax payable by
the shareholders, for an aggregate of $4,832,054. The meeting
approved by majority of votes
that
such tax be fully absorbed by the Company.
ITEM THIRTEEN: CONSIDERATION OF (I) APPROVAL OF EXTENSION OF GLOBAL
NOTE PROGRAM FOR A MAXIMUM OUTSTANDING AMOUNT OF UP TO
US$ 300,000,000 (THREE HUNDRED MILLION DOLLARS) (OR ITS
EQUIVALENT IN OTHER CURRENCIES), AS APPROVED BY RESOLUTION OF THE
SHAREHOLDERS’ MEETING DATED OCTOBER 31, 2011 (THE
“PROGRAM”) TO FIVE YEARS OR SUCH LONGER TERM AS
PERMITTED BY THE APPLICABLE LAW; 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).
The
meeting approved by majority of votes (i) to approve the extension
to five additional years of the Global Note Program for the
issuance of simple, non-convertible, secured or unsecured, or
third-party secured, notes for a maximum amount of up to
US$ 300,000,000 (three hundred million U.S. dollars)
outstanding at any time (the “Program”), which will be
in effect for five (5) additional years counted since the date of
authorization of the extension by the Argentine Securities
Commission or such maximum term as permitted by future regulations,
in which case the Board of Directors may decide to extend its
effective term; and (ii) to approve the increase in the Program
amount, whose current maximum outstanding amount is up to
US$ 300,000,000 (three hundred million dollars) by an
additional amount of up to US$ 200,000,000 (two hundred
million dollars).
ITEM FOURTEEN: CONSIDERATION OF (I) DELEGATION TO THE BOARD OF
DIRECTORS OF THE BROADEST POWERS TO IMPLEMENT THE EXTENSION AND/OR
INCREASE AND/OR REDUCTION OF THE PROGRAM AMOUNT AND TO DETERMINE
ANY TERMS AND CONDITIONS OF THE PROGRAM THAT HAVE NOT BEEN
EXPRESSLY APPROVED BY THE SHAREHOLDERS’ MEETING, AS WELL AS
THE DATE, AMOUNT, TERM, PLACEMENT METHOD AND FURTHER TERMS AND
CONDITIONS OF THE VARIOUS SERIES AND/OR TRANCHES OF NOTES ISSUED
THEREUNDER; (II) GRANT OF AUTHORIZATION FOR THE BOARD (A) TO
APPROVE, EXECUTE, DELIVER AND/OR SIGN ANY AGREEMENT, CONTRACT,
DOCUMENT, INSTRUMENT AND/OR SECURITY RELATED TO THE EXTENSION OF
THE PROGRAM AND/OR THE IMPLEMENTATION OF THE INCREASE IN THE
PROGRAM’S AMOUNT AND/OR THE ISSUANCE OF THE VARIOUS SERIES
AND/OR TRANCHES OF NOTES THEREUNDER; (B) APPLY FOR AND SECURE
BEFORE THE ARGENTINE SECURITIES COMMISSION THE AUTHORIZATION FOR
THE PUBLIC OFFERING OF SUCH NOTES; (C) AS APPLICABLE, APPLY FOR AND
SECURE BEFORE ANY AUTHORIZED SECURITIES EXCHANGES OF ARGENTINA
AND/OR ABROAD, AUTHORIZATION FOR LISTING AND TRADING SUCH NOTES;
AND (D) CARRY OUT ANY FURTHER ACTS, PROCEEDINGS, FILINGS AND/OR
TAKE ANY STEPS RELATED TO THE EXTENSION OF THE PROGRAM AND/OR THE
INCREASE OF THE PROGRAM’S AMOUNT AND/OR THE ISSUANCE OF THE
VARIOUS SERIES AND/OR TRANCHES OF NOTES THEREUNDER; AND (III) GRANT
OF AUTHORIZATION TO THE BOARD FOR IT TO SUB-DELEGATE THE POWERS AND
AUTHORIZATIONS REFERRED TO IN PARAGRAPHS (I) AND (II) ABOVE TO ONE
OR MORE OF ITS MEMBERS.
The
meeting approved by majority of votes: (I) to delegate to the Board
of Directors the broadest powers to apply for and implement the
extension and/or increase and/or reduction of the Program’s
amount, and (II) to renew the delegation to the Board of Directors
of the broadest powers to: (a) determine the Program’s terms
and conditions, in accordance with the provisions of the Negotiable
Obligations Law No. 23,576, as amended and supplemented, including
the power to establish its amount within the maximum amounts
approved by the Shareholders’ Meeting; (b) approve and
execute all the agreements and documents related to the Program and
the issuance of each series and/or tranche of notes thereunder; and
(c) determine the issue date and currency, term, price, payment
method and conditions, type and rate of interest, use of proceeds
and further terms and conditions of each series and/or tranche of
notes issued under the Program;(II) to authorize the Board of
Directors to (a) approve, execute, grant and/or sign any agreement,
contract, document, instrument and/or security related to the
extension and/or increase and/or reduction of the Program’s
amount and/or the issuance of the various series and/or tranches of
notes issued thereunder, as deemed necessary by the Board of
Directors or as required by the Argentine Securities Commission,
the securities exchanges or Argentina and/or abroad, Caja de
Valores S.A., and/or other comparable agencies; (b) to apply for
and secure before the Argentine Securities Commission the
authorization for the public offering of such notes; (c) as
applicable, to apply for and secure before any competent agency or
authorized securities exchange of Argentina and/or abroad the
authorization for listing and trading such notes; and (d) to take
any action, carry out any proceedings, make any filings and/or take
any steps in connection with the Program and/or the extension
and/or the increase in its amount and/or the issuance of the
various series and/or tranches of notes under the Program; and
(III) to authorize the Board of Directors to sub-delegate the
powers and authorizations referred to in paragraphs (I) and (II)
above to one or more of its members, managers of the Company or
individuals determined by it in accordance with the applicable
laws.
ITEM FIFTEEN: CONSIDERATION OF GRANT OF INDEMNITIES TO THE
DIRECTORS, STATUTORY AUDITORS AND MANAGERS WHO PERFORM OR PERFORMED
DUTIES FOR THE COMPANY, ACCESSORILY TO THE D&O
POLICIES.
The
meeting approved by majority vote that the Company will grant
indemnity letters to make up for the amounts not covered by the
D&O policies to any individuals who perform or performed duties
as directors, statutory auditors or managers of the Company, with
respect to the monetary sanctions imposed by any public or private
agency or person as a result of the present, past or future
discharge of such duties or any other kind of redress arising
therefrom, always provided that they did not act with
fraud.
ITEM SIXTEEN: CONSIDERATION OF AMENDMENT TO SECTION 24 OF THE
CORPORATE BYLAWS SO AS TO PROVIDE FOR THE POSSIBILITY OF HOLDING
REMOTE SHAREHOLDERS’ MEETINGS.
The
meeting approved by majority of votes: 1. The amendment to the
relevant part of the corporate bylaws to provide for the
possibility to hold remote shareholders’ meetings. 2. Section
Twenty-Four of the Company’s bylaws was amended, to read as
follows:
SECTION TWENTY-FOUR:
NOTICE OF MEETING.
A) Shareholders’ meetings are
convened by the Board of Directors or the Supervisory Committee as
required by law or as requested by the holders of at least five
percent (5%) of the capital stock of the Company. A meeting
requested by the shareholders must be called within thirty (30)
days after receipt of such request. B) The first and second notice
of ordinary shareholders’ meetings may be made simultaneously
pursuant to Section 237 of Law No. 19,550, notwithstanding the
provision for unanimous meetings. If simultaneous notice was not
given, a Shareholders’ Meeting that is held on second notice
for failure to reach quorum at its first notice must be held within
thirty (30) days thereafter, in compliance with the publications of
notices required by the laws. C) Any shareholders’ Meetings
may be held on remote locations, with attendees being present in
person or communicated through simultaneous sound, image and speech
transmission systems, such as video-conference or other comparable
means, always provided that the applicable rules on accreditation,
registration, formation of quorum and representation are respected
and that the virtual confluence and simultaneous participation of
the attendees is ensured, as well as the swiftness of the oral
communication and voting procedure. The Supervisory Committee shall
attest to the regularity of any decisions adopted. The Board of
Directors will establish the regulations and further technical
matters for remote attendance at such meetings and their
appropriate registration, all pursuant to the applicable laws and
in compliance with the rules issued by the controlling authorities.
In all cases, such shareholders’ meetings will be subject to
the same jurisdiction as the Company’s. The computation of
quorum at remote shareholders’ meetings will include those
shareholders who are present through any sound, image and speech
simultaneous transmission means, either currently existing or to be
created in the future, pursuant to the applicable laws. 3. The
Board of Directors was empowered to implement the resolutions
adopted hereinabove.
ITEM SEVENTEEN. AUTHORIZATIONS
The
meeting approved by unanimous vote to appoint attorneys-at-law
María Laura Barbosa, Lucila Huidobro, Paula Tourn, Paula
Pereyra Iraola, Jesica Cimerman, Laura Petruzello, Carolina Testa
and Ms. Andrea Muñoz and/or their appointees so that, acting
individually and separately, they shall carry out all and each of
the proceedings for securing the relevant registrations of the
preceding resolutions with the Argentine Securities Commission, the
Superintendency of Corporations, and any further national,
provincial or municipal agencies that may be applicable, with
powers to sign briefs, accept and implement changes, receive
notices, answer objections, file and withdraw documents, sign
official notices, and take all further actions that may be
necessary.