SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN ISSUER
PURSUANT
TO RULE 13a-16 OR 15b-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of May, 2017
IRSA
Inversiones y Representaciones Sociedad
Anónima
(Exact name of Registrant as specified in its charter)
IRSA
Investments and Representations Inc.
(Translation of registrant´s name into English)
Republic
of Argentina
(Jurisdiction of incorporation or organization)
Bolívar
108
(C1066AAB)
Buenos
Aires, Argentina
(
Address of principal
executive offices)
Form 20-F ⌧
Form
40-F ☐
Indicate by
check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ☐
No
x
IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD
ANÓNIMA
(THE
“COMPANY”)
REPORT
ON FORM 6-K
By
letter dated May 26, 2017, the company reported that
a General Ordinary and Extraordinary
Shareholders’ Meeting has been called by the Company, to be
held on
June
26, 2017, at 12:00 noon
, at its
registered office, Bolívar 108, 1st Floor, City of Buenos
Aires, to deal with the following agenda:
1.
APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE MEETING’S
MINUTES.
2.
IN LIGHT OF THE CAPITAL INCREASE LAUNCHED BY OUR CONTROLLED COMPANY
IRSA PROPIEDADES COMERCIALES S.A. (“IRSA PC”),
CONTINGENT ON WHAT IS RESOLVED UPON BY ITS SHAREHOLDERS’
MEETING SCHEDULED FOR JUNE 26, 2017, CONSIDERATION OF PROCEDURE TO
BE FOLLOWED BY THE COMPANY REGARDING ITS PREEMPTIVE SUBSCRIPTION
AND ACCRETION RIGHTS, SO AS TO FACILITATE SUCH CAPITAL INCREASE.
COURSES OF ACTION TO BE CONSIDERED FOR DISPOSAL, FULL AND/OR
PARTIAL ASSIGNMENT OR OTHER FORM OF DISPOSITION, EITHER GRATUITOUS
OR FOR VALUE, AND ITS DIFFERENT FORMS OR MECHANISMS, CONCERNING THE
PREEMPTIVE SUBSCRIPTION AND ACCRETION RIGHTS, AS MAY BE CONDUCIVE
TO MAKE EFFECTIVE THE CAPITAL INCREASE OF IRSA PC. DELEGATIONS AND
AUTHORIZATIONS.
3.
AUTHORIZATION FOR THE SALE OF BOOK-ENTRY SHARES OF $1 PAR VALUE
EACH, ENTITLED TO ONE VOTE PER SHARE, AND ENTITLED TO RECEIVE
DIVIDENDS, OF IRSA PROPIEDADES COMERCIALES S.A, IN ONE OR MORE
TRANCHES, IN THE OVER-THE-COUNTER MARKET AND/OR BY MEANS OF A
PRIVATE SALE, BASED ON MARKET INTEREST, IN THE EVENT THAT SUCH SALE
FALLS WITHIN THE EVENT CONTEMPLATED IN PARAGRAPH A), SECTION 71 OF
LAW 26,831, AND BECOMES POTENTIALLY SUBSTANTIAL.
4.
DELEGATION OF POWER FOR THE BOARD TO SELL SHARES OF IRSA
PROPIEDADES COMERCIALES S.A., IN ONE OR MORE TRANCHES, AND
DELEGATION OF POWER FOR THE BOARD TO DETERMINE THE FINAL AMOUNT,
PRICE AND REMAINING TERMS AND CONDITIONS FOR EXECUTING SUCH
SALE(S), INCLUDING POWERS TO SUB-DELEGATE SUCH AUTHORITY TO ONE OR
MORE OF THE COMPANY’S DIRECTORS OR MANAGERS OR SUCH PERSONS
AS AUTHORIZED BY THE BOARD OF DIRECTORS, PURSUANT TO THE APPLICABLE
LAWS, WITHOUT LIMITATION, WITH THE BROADEST POWERS TO EXECUTE ANY
DOCUMENTS NECESSARY FOR IMPLEMENTING THE SALE OF THE SHARES, AND
THE PERFORMANCE OF ANY RELATED ACTS REQUIRED TO COMPLY WITH ITEMS 2
AND 3 OF THE MEETING’S AGENDA.
The
call notice is transcribed hereinbelow:
IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD
ANÓNIMA
Registered
with the Superintendency of Corporations on June 23, 1943, under
number 284, page 291, book 46, volume A, calls its Shareholders to
attend a General Ordinary and Extraordinary Meeting to be held on
June 26, 2017, at 12:00 noon, at its registered office,
Bolívar 108, 1st Floor, City of Buenos Aires, to deal with the
following agenda:
1.
APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE MEETING’S
MINUTES.
2.
IN LIGHT OF THE CAPITAL INCREASE LAUNCHED BY OUR CONTROLLED COMPANY
IRSA PROPIEDADES COMERCIALES S.A. (“IRSA PC”),
CONTINGENT ON WHAT IS RESOLVED UPON BY ITS SHAREHOLDERS’
MEETING SCHEDULED FOR JUNE 26, 2017, CONSIDERATION OF PROCEDURE TO
BE FOLLOWED BY THE COMPANY REGARDING ITS PREEMPTIVE SUBSCRIPTION
AND ACCRETION RIGHTS, SO AS TO FACILITATE SUCH CAPITAL INCREASE.
COURSES OF ACTION TO BE CONSIDERED FOR DISPOSAL, FULL AND/OR
PARTIAL ASSIGNMENT OR OTHER FORM OF DISPOSITION, EITHER GRATUITOUS
OR FOR VALUE, AND ITS DIFFERENT FORMS OR MECHANISMS, CONCERNING THE
PREEMPTIVE SUBSCRIPTION AND ACCRETION RIGHTS, AS MAY BE CONDUCIVE
TO MAKE EFFECTIVE THE CAPITAL INCREASE OF IRSA PC. DELEGATIONS AND
AUTHORIZATIONS.
3.
AUTHORIZATION FOR THE SALE OF BOOK-ENTRY SHARES OF $1 PAR VALUE
EACH, ENTITLED TO ONE VOTE PER SHARE, AND ENTITLED TO RECEIVE
DIVIDENDS, OF IRSA PROPIEDADES COMERCIALES S.A, IN ONE OR MORE
TRANCHES, IN THE OVER-THE-COUNTER MARKET AND/OR BY MEANS OF A
PRIVATE SALE, BASED ON MARKET INTEREST, IN THE EVENT THAT SUCH SALE
FALLS WITHIN THE EVENT CONTEMPLATED IN PARAGRAPH A), SECTION 71 OF
LAW 26,831, AND BECOMES POTENTIALLY SUBSTANTIAL.
4.
DELEGATION OF POWER FOR THE BOARD TO SELL SHARES OF IRSA
PROPIEDADES COMERCIALES S.A., IN ONE OR MORE TRANCHES, AND
DELEGATION OF POWER FOR THE BOARD TO DETERMINE THE FINAL AMOUNT,
PRICE AND REMAINING TERMS AND CONDITIONS FOR EXECUTING SUCH
SALE(S), INCLUDING POWERS TO SUB-DELEGATE SUCH AUTHORITY TO ONE OR
MORE OF THE COMPANY’S DIRECTORS OR MANAGERS OR SUCH PERSONS
AS AUTHORIZED BY THE BOARD OF DIRECTORS, PURSUANT TO THE APPLICABLE
LAWS, WITHOUT LIMITATION, WITH THE BROADEST POWERS TO EXECUTE ANY
DOCUMENTS NECESSARY FOR IMPLEMENTING THE SALE OF THE SHARES, AND
THE PERFORMANCE OF ANY RELATED ACTS REQUIRED TO COMPLY WITH ITEMS 2
AND 3 OF THE MEETING’S AGENDA.
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, City of Buenos Aires from 10:00 am to 6:00 pm
no later than June 20, 2017. An acknowledgement of admission to the
Shareholders’ Meeting shall be furnished. 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, as registered; 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,
including their capacity. Pursuant to the provisions of Section 24,
25 and 26, Chapter II, Title II of the CNV Rules (RG 687 revision)
shareholders who are artificial persons or other legal vehicles
shall identify their final beneficial holders by providing their
full name, nationality, place of residence, date of birth, identity
document or passport, taxpayer registration number (CUIT), employee
registration number (CUIL), or other form of tax identification,
and profession. In the case of artificial persons organized abroad,
the instrument evidencing their registration pursuant to Sections
118 or 123 of Law No. 19,550, as applicable, shall be filed in
order to attend the meeting. The representation shall be exercised
by the legal representative registered in the applicable Public
Register or a duly appointed agent. If any equity interests are
held by a trust or similar vehicle, a certificate shall be filed
identifying the trust business giving rise to the transfer,
including full name or corporate name, domicile or establishment,
identity document or passport number or data evidencing
registration, authorization or incorporation of the trustor(s),
trustee(s) or persons in equivalent capacities, and residual
beneficiaries and/or beneficiaries or persons in equivalent
capacities, according to the legal system that governed the act,
agreement and/or evidence of registration of the agreement with the
public Register of Commerce, as applicable. If the equity interests
are held by a foundation or similar vehicle, whether public or
private, the same data as those mentioned in the previous paragraph
shall be included with respect to the founder or, if different, the
person who made the contribution or transfer to such estate. The
representation shall be exercised by the person who manages the
estate, in the case of a trust or similar vehicle, and the person
exercising the legal representation in the other cases, or a duly
appointed agent.