BUENOS AIRES,
ARGENTINA – November 1, 2022 – Cresud Sociedad
Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria
(the “Company”) (NASDAQ: CRESY,
BYMA:CRES), transcribes below a
summary of what was resolved in the Ordinary and Extraordinary
General Assembly held on 10.28.2022
ITEM ONE: APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE
MEETING’S MINUTES.
The
meeting approved by a majority of votes the appointment of the
representatives of shareholders ANSES FGS and The Bank of New York
Mellon ADRS (BONY) to approve and sign the minutes of the
Shareholders’ Meeting.
ITEM TWO: CONSIDERATION OF DOCUMENTS CONTEMPLATED IN SECTION 234,
PARAGRAPH 1, OF LAW NO. 19,550 FOR THE FISCAL YEAR ENDED JUNE 30,
2022.
The
meeting approved by a majority of votes the documents required
under Section 234, paragraph 1, of General Companies Law No. 19,550
for the fiscal year ended June 30, 2022.
ITEM THREE: ALLOCATION OF NET INCOME FOR THE FISCAL YEAR ENDED JUNE
30, 2022 FOR ARS 37,517,291,873, AS FOLLOWS: (I) TO THE ABSORPTION
OF THE UNAPPROPRIATED RETAINED EARNINGS ACCOUNT FOR ARS
11,798,656,897: (II) TO THE LEGAL RESERVE FOR ARS 1,285,931,749, IN
ACCORDANCE WITH THE LAWS IN FORCE; (III) TO THE DISTRIBUTION OF A
DIVIDEND TO THE SHAREHOLDERS FOR UP TO ARS 3,100,000,000 PAYABLE IN
CASH AND/OR IN KIND AND (IV) THE BALANCE OF ARS 21,332,703,227, TO
AN OPTIONAL RESERVE.
It was
approved by a majority of votes to allocate the result of the
fiscal year to: (i) the absorption of the unallocated results
account for the sum of $11,798,656,897, which, restated at the date
of the meeting, is equivalent to the sum of $14,391,589,407; (ii)
the integration of the legal reserve for the sum of $1,285,931,749,
in accordance with the provisions of section 70 of the Companies
Law and section 5, Chapter II, of Title IV of the CNV Rules, which
restated as of the date of the meeting is equivalent to the sum of
$1,568,534,614; (iii) the distribution of a dividend to
shareholders that adjusted for inflation in accordance with CNV
Resolution No. 777/2018, results in up to $3,100,000,000 payable in
cash and/or in kind, in the latter case valued at market price,
delegating to the Board of Directors of the Company the power to
determine the form of payment in cash or in kind, or a combination
of both options and (iv) the balance that restated to date amounts
to $26,702,157,655, allocate it to the constitution of an optional
reserve, delegating its use and allocation to the Board of
Directors of the Company, responding to a prudent and reasonable
administration, in accordance with the provisions of section 70 of
the Companies Law No. 19,550.
ITEM FOUR: CONSIDERATION OF BOARD OF DIRECTORS’ PERFORMANCE
FOR THE FISCAL YEAR ENDED JUNE 30, 2022.
It was
approved by a majority of votes the performance of the Board of
Directors during the fiscal year ended June 30, 2022, carried out
by each of its members, as well as with respect to the regular
directors who are also members of the Audit and Executive
Committees that function within itfor the activities carried out
during the financial year ended June 30, 2022.
ITEM FIVE: CONSIDERATION OF SUPERVISORY COMMITTEE’S
PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30, 2022.
The
meeting approved by a majority of votes the performance of the
Supervisory Committee for the fiscal year ended June 30,
2022.
ITEM SIX: CONSIDERATION OF COMPENSATION PAYABLE TO THE BOARD OF
DIRECTORS (ARS 109,208,495, ALLOCATED SUM) FOR THE FISCAL YEAR
ENDED JUNE 30, 2022.
The
meeting approved by a majority of votes: (I) the sum of ARS
109,208,495 as total compensation payable to the Board of Directors
for the fiscal year ended June 30, 2022, which include
technical-administrative functions performed by the directors and
that respond to reasonableness in terms of remuneration for the
performance of executive functions and considering the technical
and operational skills and abilities and experience in the business
of the members of the board of directors, as well as the commitment
they assume with their role, in addition to comparable market
criteria in similar companies, all in accordance with the corporate
governance practices established in the Corporate Governance Code
and (II) empower the Board of Directors to (i) proceed to its
assignment and distribution in accordance with the specific tasks
duly performed by its members.
ITEM SEVEN: CONSIDERATION OF COMPENSATION PAYABLE TO THE
SUPERVISORY COMMITTEE (ARS 3,919,000, ALLOCATED SUM) FOR THE FISCAL
YEAR ENDED JUNE 30, 2022.
The
meeting approved by a majority of votes to pay ARS 3,919,000 to the
Supervisory Committee as aggregate fees for the tasks discharged
during the fiscal year ended June 30, 2022.
ITEM EIGHT: DETERMINATION OF THE NUMBER AND APPOINTMENT OF REGULAR
DIRECTORS AND ALTERNATE DIRECTORS FOR A TERM OF UP TO THREE FISCAL
YEARS, AS PER SECTION TWELVE OF THE BYLAWS.
The
meeting approved by a majority of votes: (i) to set in 12 (twelve)
the number of regular directors and in 6 (six) the number of
alternate directors; (ii) to renew the appointment of Messrs.
Alejandro Gustavo Elsztain, Fernando Adrián Elsztain,
Alejandro Mario Bartolomé y María Gabriela Macagni as
Regular Directors, all of them for three years term of office,
until June 30, 2025, to appoint Messrs. Nicolás Bendersky,
Enrique Alberto Antonini and Liliana Irene Glikin as Regular
Directors for two years term of office, until June 30, 2024 and
(iii) to renew the appointment of Messrs. Iair Manuel Elsztain and
Ilan Ariel Elsztain as Alternate Directors, both of them for a
three years term of office, until June 30, 2025 and to appoint Mr.
Eduardo Ohan Kalpalkian as Alternate Director for one year term of
office, until June 30, 2023, proposing the adjustment of their term
of office in the detailed form in order to comply with the
statutory provisions.
ITEM NINE: APPOINTMENT OF REGULAR AND ALTERNATE MEMBERS OF THE
SUPERVISORY COMMITTEE FOR A TERM OF ONE FISCAL YEAR.
The
meeting approved by a majority of votes (i) to appoint Messrs.
José Daniel Abelovich, Marcelo Héctor Fuxman and
Noemí Ivonne Cohn as REGULAR STATUTORY AUDITORS and Messrs.
Roberto Daniel Murmis, Cynthia Deokmellian and Paula Sotelo as
ALTERNATE STATUTORY AUDITORS for a term of one fiscal year, noting
that according to the regulations of the Argentine National
Securities Commission, the proposed persons have the character of
independent, reporting that they have provided paid professional
assistance in relation to companies under section 33 of General
Companies Law No. 19,550 and (ii) to authorize the proposed
statutory auditors to participate in the supervisory committee of
other companies by virtue of the provisions of Sections 273 and 298
of Companies Law No. 19,550.
ITEM TEN: APPOINTMENT OF CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR
ENDING ON JUNE 30, 2023.
The
meeting approved by a majority of votes to appoint
PRICEWATERHOUSE&Co. member of PriceWaterhouseCoopers, as
certifying accountants for the 2022/2023 fiscal year with Carlos
Brondo as Regular External Auditor and with Andrés Suarez as
Alternate External Auditor
ITEM ELEVEN: APPROVAL OF COMPENSATION PAYABLE TO CERTIFYING
ACCOUNTANT FOR THE FISCAL YEAR ENDED JUNE 30, 2022.
The
meeting approved by a majority of votes a compensation of ARS
33,228,383 for the tasks developed by the Certifying Accountants
for the fiscal year ended June 30, 2022.
ITEM TWELVE: AMENDMENT TO SECTIONS SIXTEEN (MEETINGS), TWENTY-TWO
(COMMITTEES) AND TWENTY-THREE (SUPERVISORY COMMITTEE) OF THE
BYLAWS.
It was
approved by a majority of votes to amend Section Sixteen (Board of
Directors meetings), Twenty-Second (Committees) and Twenty-Third
(Supervisory Committee) of the bylaws, proposing some amendments to
the comparative table of the amendment whose project was presented
and administratively approved by the CNV prior to the meeting and
submit to the CNV for administrative compliance a new comparative
table with the approved texts. The approved wording is as
follows:
SECTION SIXTEEN: MEETINGS: (A)
The Board of Directors shall hold with the minimum frequency
required by applicable law, provided, however, that the Chairman or
his substitute may call a meeting when it is deemed advisable or
upon request by any member. (B)
Notices of meetings shall be made by the Chairman, or his
substitute, by written notice including electronic means,
indicating the agenda. (C) The Board
of Directors shall register all decisions adopted in a minutes
book, hard-copy or digital, in any case, complying with the
formalities outlined by the applicable rules in force. D) The
Company’s Board of Directors may act with members present in
person or communicated with each other by other means of
simultaneous transmission of sound, images and words, either
existing or to be created in the future and in accordance with the
laws in force. Members communicated remotely shall be tallied for
the purposes of quorum. The supervisory committee shall exercise
its assignment during the development of the remote meeting, in
whole or in part, putting on record the legality of the
communication among the participants and the resolutions adopted,
ensuring the fulfillment of the legal, reglementary, and statutory
rules. In any event, board minutes shall reflect the kind of
participation in the case of members participating from a remote
location. In the event of board meetings held remotely in which all
the members of the Board participate in such a way, board minutes
shall be transcribed to the minutes book and signed within five
business days of the meeting by the legal representative and one
representative of the supervisory committee. In the event of board
meetings held with the participation of members remotely and in
person in the legal domicile or any other domicile within the
jurisdiction of the Company, according to the call, board minutes
shall be signed by the legal representative, directors attending in
person and one representative of the supervisory
committee.
SECTION TWENTY-TWO: COMMITTEES.
A) AUDIT
COMMITTEE. The Company shall
have an Audit Committee which shall act collectively. It shall be
composed of three regular directors, who shall be elected by the
Board of Directors from among its members, and an equal or lower
number of alternate directors, who shall be elected by the Board of
Directors from among its members (either regular or alternate
directors). All of its members shall be independent. The Audit
Committee may act with the members present in person or
communicated with each other by means of simultaneous transmission
of sound, images and words, either existing at present or to be
created in the future and in accordance with the laws in force.
Members communicated remotely shall be computed for the purposes of
quorum. The Audit Committee shall adopt resolutions by a majority
vote of those present, computing the members communicated remotely
as well. In the event of meetings held remotely in which all
the members of the Audit Committee participate in such a way,
minutes shall be transcribed to the minutes book and signed within
five business days of the meeting by one of the members of the
Audit Committee appointed for such purpose and the representative
of the supervisory committee, who shall put on record their
attendance to the meeting, verification the legality of the remote
communication and resolutions have been adopted pursuant to the
guidelines set forth in the current Section. In the event of
meetings held with the participation of members remotely and in
person in the legal domicile or any other domicile within the
jurisdiction of the Company, according to the call, minutes shall
be signed by the in-person members and one representative of the
supervisory committee, who shall put on record their attendance to
the meeting, verification the legality of the remote communication
and resolutions have been adopted pursuant to the guidelines set
forth in the current Section. The Audit Committee shall make its
own regulations. The remaining members of the Board of Directors
and the statutory auditors may attend and participate in the
Committee’s meetings but they are not entitled to vote.
The Audit Committee’s rights and
duties shall be those set forth in Section 110, Law No. 26,831 on
Capital Markets and in Article V, Chapter III, Title II of the
Argentine Securities Commission Rules, and all other rights and
duties that may be determined in the future.
B) EXECUTIVE
COMMITTEE: (A)
The day-to-day business of the Company shall be managed by an
Executive Committee consisting of between four (4) and seven (7)
regular members. Members of the Executive Committee may be elected
from among the Board of Directors at the first meeting held after
the general ordinary Shareholders’ Meeting. Moreover,
they may also select from the Board of Directors, one or a smaller
number of alternate members -who shall be regular directors and
shall take office on the Executive Committee in the event of a
temporary or permanent vacancy of any of the regular members of the
Executive Committee. Members of the Executive Committee shall serve
in their positions until they shall be replaced by Board of
Directors’ decision. Stepping down from the office of Regular
Director for any reason whatsoever shall automatically imply
stepping down from the office of member of the Executive Committee
with no need for an express decision. (B) The Executive Committee shall meet with the
absolute majority of regular members and resolutions shall be
adopted by the vote of the majority of those present, in
person or remotely; in the event of a
tie, the Chairman shall have a casting vote. The Executive
Committee may act with members present in person or communicated
with each other by other means of simultaneous transmission of
sound, images and words, either existing or to be created in the
future and in accordance with the laws in force. Members communicated remotely shall be tallied for
the purposes of quorum. The Executive Committee shall adopt
resolutions by a majority vote of those present, computing the
members communicated remotely as well. In any event, the minutes
shall reflect the type of participation of those members
communicated remotely, indicating the features of the communication
way. In the event of meetings of the Executive Committee held
remotely in which all the members participate in such a way,
minutes shall be transcribed to the minutes book and signed within
five business days of the meeting by the chairman of the Executive
Committee and one representative of the supervisory committee. In
the event of meetings of the Executive Committee held with the
participation of members remotely and in person in the legal
domicile or any other domicile within the jurisdiction of the
Company, minutes shall be transcribed and signed within five
business days of the meeting by in-person members and the
representative of the supervisory committee. In the event of remote
meetings, in whole or in part, the representative of the
Supervisory Committee shall put on record his attendance at the
meeting, the legality of the remote communication among the
participants, and the resolutions adopted, ensuring the fulfillment
of the legal, reglementary and statutory rules. (C) The Executive Committee, at its first meeting,
shall establish the frequency of its meetings, irrespective of the
meetings to be held at the request of any of its members. (D) No
Agenda shall be required for the meetings to be held by the
Executive Committee. (E) Decisions adopted by the Executive
Committee shall be recorded in a minutes book, in hard copy or
digital, in any case, complying with the formalities
outlined by the applicable rules in force. (F) Notwithstanding the powers granted to the
Board of Directors either pursuant to the law or these By-laws, the
Executive Committee shall manage the day-to-day businesses which
are not directly managed by the Board of Directors. Accordingly,
the Executive Committee may: (1) appoint managers, determine their
authority and fix their compensation; (2) grant powers of attorney,
be they general or special, for management, disposition and court
matters and revoke same; (3) hire personnel, impose penalties on
Company´s employees, dismiss them and fix their compensation;
(4) enter into such contracts as may be necessary for the
fulfillment of the corporate purpose; (5) manage and dispose of the
Company´s property; (6) borrow sums of money to carry on the
Company´s business; (7) furnish guarantees to secure
obligations undertaken by the Company. This enumeration is merely
illustrative, the Executive Committee being empowered to carry out
all such acts as may be necessary for the day-to-day business of
the Company.
SECTION TWENTY-THREE: SUPERVISORY COMMITTEE: (A)
Supervision of the Company is the responsibility of a Supervisory
Committee composed of three (3) regular and three (3) alternate
members elected at a general ordinary Shareholders’ Meeting.
At the first meeting following the general ordinary
Shareholders´ Meeting, the Supervisory Committee shall appoint
a Chairman from among its members. (B) Members shall be elected for
a term of one (1) fiscal year. (C) The Supervisory Committee shall
meet as frequently as may be necessary to fulfill its
responsibilities. (D) The Supervisory Committee shall act
upon the majority of its members in person or communicated with
each other by other means of simultaneous transmission of sound,
images and words, either existing or to be created in the future
and in accordance with the laws in force and resolve by a majority
of votes in person or communicated remotely and shall meet with the
minimum frequency that may require the performance of their duties
and the applicable rules. (E)
The Supervisory Committee must put on record its resolutions in a
minutes book in hard copy or digital, in any case, complying with
the formalities outlined in the applicable rules in force. In all
cases, the minutes shall reflect In any event, the minutes shall
reflect the type of participation of those members who communicate
remotely, indicating the communication features. (F) In the event of death, disability,
disqualification, resignation, removal or absence, whether
permanent or temporary of the regular members, the alternate
members shall substitute for them in the order of their
appointment. (G) The members of the Supervisory Committee shall
have the powers and duties set forth under the Argentine Companies
Law. (H) The general ordinary Shareholders’ Meeting shall fix
the compensation of the Supervisory Committee’s members
pursuant to the provisions of the applicable
laws.
ITEM THIRTEEN: CONSIDERATION OF THE ALLOCATION OF UP TO 5,676,603
OWN SHARES UNDER THE SHARES BUYBACK PROGRAM APPROVED BY THE BOARD
OF DIRECTORS ON JULY 22, 2022, EQUIVALENT TO 0.96% OF THE CAPITAL
STOCK, TO THE IMPLEMENTATION OF AN INCENTIVE PLAN FOR THE
COMPANY’S EMPLOYEES, MANAGEMENT AND DIRECTORS.
It was
approved by a majority of votes (i) to authorize the Board of
Directors of the Company with the broadest powers to prepare the
incentive plan encouraging the participation of the individuals
indicated as shareholders of the Company, establishing both
quantitative and qualitative objective parameters under which the
employees, management and directors are creditors of shares of the
Company, submitting the approval of such plan to the corresponding
bodies and (ii) apply to such plan up to the sum of 5,676,603
ordinary shares that represent 0.96% of the share capital which
were acquired under the buyback program authorized by the Board of
Directors on July 22, 2022, which will be delivered to the
beneficiaries of the plan in accordance with the compliance
guidelines of the participants of that program.
ITEM FOURTEEN: AUTHORIZATION TO CARRY OUT REGISTRATION PROCEEDINGS
RELATING TO THIS SHAREHOLDERS’ MEETING BEFORE THE ARGENTINE
SECURITIES COMMISSION AND THE GENERAL SUPERINTENDENCY OF
CORPORATIONS.
The
meeting approved by a majority of votes to authorize
attorneys-at-law María Laura Barbosa, Lucila Huidobro, Carla
Landi and/or Julia Lopez Radits and Gastón Di Iorio and Ms.
Andrea Muñoz, so that, acting individually and separately,
they proceed to carry out each and every one of the procedures
aimed to carry out the necessary registrations of the preceding
assembly resolutions before the National Securities Commission,
BYMA, General Inspection of Justice, and any other National,
Provincial or Municipal Organism that corresponds, signing
documents, accepting and implementing modifications, receiving
notifications, answering views, presenting and breaking down
documentation, signing edicts and everything necessary for that
purpose.