Buenos
Aires - Argentina, October 23, 20265 – IRSA Inversiones
y Representaciones Sociedad Anónima (NYSE:IRS;BYMA:IRSA),
transcribes below a summary of what was resolved in the Ordinary
and Extraordinary General Shareholders' Meeting held
on October 22, 2026
FIRST
ITEM: APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE MEETING’S
MINUTES.
It was
resolved, by majority vote, to authorize the appointment of the
representatives of shareholders ANSES-FGS and CRESUD S.A.C.I.F. Y
A. (“CRESUD”) for them to approve and sign the
meeting’s minutes together with the chairman.
SECOND
ITEM: CONSIDERATION OF DOCUMENTS CONTEMPLATED IN SECTION 234,
PARAGRAPH 1, OF LAW NO. 19,550 FOR THE FISCAL YEAR ENDED JUNE 30,
2026.
It was
resolved, by majority vote, to approve the documentation referred
to in Section 234, Subsection 1 of the Argentine General
Corporations Law No. 19,550 (“AGCL”) corresponding to
the fiscal year ended June 30, 2026.
THIRD
ITEM: CONSIDERATION OF THE FINANCIAL RESULT FOR THE
FISCAL YEAR ENDED JUNE 30, 2026, AMOUNTING TO A PROFIT OF
$394,080,843,322.03 (THREE HUNDRED NINETY-FOUR BILLION EIGHTY
MILLION EIGHT HUNDRED FORTY-THREE THOUSAND THREE HUNDRED TWENTY-TWO
PESOS WITH 03/100). CONSIDERATION OF THE DISTRIBUTION OF DIVIDENDS
PAYABLE IN CASH AND/OR IN KIND FOR UP TO $211,000,000,000 (TWO
HUNDRED ELEVEN BILLION PESOS).
It was resolved, by majority vote,
to approve:
(i)
That 5% of the restated net income for the fiscal
year, equivalent to ARS 20,849,890,100.31 (twenty billion eight
hundred forty-nine million eight hundred ninety thousand one
hundred pesos with thirty-one cents), be allocated to the legal
reserve.
(ii)
That a cash dividend be distributed to the
shareholders in proportion to their shareholdings, in the amount of
ARS 211,000,000,000 (two hundred eleven billion pesos), delegating
to the Board of Directors the implementation of its payment in the
most operationally efficient manner to make such dividend available
to the shareholders.
(iii)
That the remaining balance of the restated net
income for the fiscal year, after deducting the legal reserve and
the dividend, amounting to ARS 185,147,911,905.85 (one hundred
eighty-five billion one hundred forty-seven million nine hundred
eleven thousand nine hundred five pesos with eighty-five cents), be
allocated to a discretionary reserve called “special
reserve”, which may be used for future dividend
distributions, share repurchases, and/or new projects related to
the Company’s business plan, delegating to the Board of
Directors the timing of its implementation based on the
aforementioned purposes and, if applicable, the payment thereof in
case a dividend distribution is decided.
FOURTH
ITEM: CONSIDERATION OF
BOARD OF DIRECTORS’ PERFORMANCE FOR THE FISCAL YEAR ENDED
JUNE 30, 2026.
It
was resolved, by majority vote, to approve the performance of the
Board of Directors for the fiscal year ended June 30, 2026, with
respect to each of its members, as well as the performance of the
Directors who also serve as members of the Audit and Executive
Committees, for the activities carried out during the fiscal year
ended June 30, 2026.
FIFTH
ITEM: CONSIDERATION OF SUPERVISORY COMMITTEE’S
PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30,
2026.
It
was resolved, by majority vote, to approve the performance of the
Supervisory Committee for the fiscal year ended June 30,
2026.
SIXTH
ITEM: CONSIDERATION OF COMPENSATION PAYABLE TO THE BOARD OF
DIRECTORS FOR THE FISCAL YEAR ENDED JUNE 30, 2026, IN THE AMOUNT OF
$24,293,481,028.85 (TWENTY-FOUR BILLION TWO HUNDRED NINETY-THREE
MILLION FOUR HUNDRED EIGHTY-ONE THOUSAND TWENTY-EIGHT PESOS WITH
85/100) (TOTAL COMPENSATION), EXCEEDING BY $4,589,438,862.75 (FOUR
BILLION FIVE HUNDRED EIGHTY-NINE MILLION FOUR HUNDRED THIRTY-EIGHT
THOUSAND EIGHT HUNDRED SIXTY-TWO PESOS WITH 75/100) THE FIVE
PERCENT (5%) LIMIT OF ACCRUED PROFITS PURSUANT TO SECTION 261 OF
THE AGCL AND RELATED REGULATIONS, IN VIEW OF THE PROPOSED DIVIDEND
DISTRIBUTION.
It
was resolved, by majority vote: (I) to approve the compensation of
the Board of Directors of the Company for a total amount of ARS
24,293,481,028.85 (twenty-four billion two hundred ninety-three
million four hundred eighty-one thousand twenty-eight pesos with
eighty-five cents) corresponding to the fiscal year ended June 30,
2026. Such compensation includes technical and administrative
functions performed by the Directors and is consistent with
reasonable standards for executive compensation, taking into
account the technical, operational, and business expertise of the
Board members, their commitment to their duties, and comparable
market practices in companies of similar size, all in accordance
with the corporate governance practices established in the
Company’s Corporate Governance Code; and (II) to authorize
the Board of Directors to (i) proceed with the timely allocation
and distribution of such compensation in accordance with the
specific duties performed by its members, and (ii) make monthly
advance payments of directors’ fees, ad referendum of the
next Ordinary Shareholders’ Meeting.
SEVENTH
ITEM: CONSIDERATION OF COMPENSATION PAYABLE TO
THE SUPERVISORY COMMITTEE IN THE AMOUNT OF $45,755,966.40
(FORTY-FIVE MILLION SEVEN HUNDRED FIFTY-FIVE THOUSAND NINE HUNDRED
SIXTY-SIX PESOS WITH 40/100, ALLOCATED SUM) FOR THE FISCAL YEAR
ENDED JUNE 30, 2026.
It
was resolved, by majority vote, to pay the Supervisory Committee a
total amount of ARS 45,755,966.40 (forty-five million seven hundred
fifty-five thousand nine hundred sixty-six pesos with forty cents)
for the tasks performed during the fiscal year ended June 30, 2026,
delegating to the Supervisory Committee itself the individual
allocation of such amount.
EIGHTH
ITEM: DETERMINATION OF THE NUMBER AND APPOINTMENT OF
REGULAR DIRECTORS AND ALTERNATE DIRECTORS, AND DETERMINATION OF
THEIR TERMS OF OFFICE FOR UP TO THREE FISCAL YEARS, AS PER SECTION
TWELVE OF THE BYLAWS.
It
was resolved, by majority vote: (i) to maintain at twelve (12) the
number of Regular Directors and to set at three (3) the number of
Alternate Directors; (ii) to renew the appointments of Messrs.
Fernando Adrián Elsztain, Oscar Pedro Bergotto, Daniel Ricardo
Elsztain and Nicolás Bendersky as Regular Directors for a
three-fiscal-year term, i.e., until June 30, 2029; (iii) to renew
the appointment of Mr. Iair Manuel Elsztain as Alternate Director
for a three-fiscal-year term, i.e., until June 30, 2029; and (iv)
to appoint Mr. Gastón Roberto Kaplan as Alternate Director for
a two-fiscal-year term, i.e., until June 30, 2028. It is hereby
recorded that Messrs. Fernando Adrián Elsztain, Daniel Ricardo
Elsztain and Nicolás Bendersky, Regular Directors, and Mr.
Iair Manuel Elsztain, Alternate Director, qualify as
non-independent, while Mr. Oscar Pedro Bergotto, Regular Director,
and Mr. Gastón Roberto Kaplan, Alternate Director, qualify as
independent, all in accordance with Section 11, Section III,
Chapter III, Title II of the CNV Rules (2013
revision).
NINTH ITEM: APPOINTMENT OF
REGULAR AND ALTERNATE MEMBERS OF THE SUPERVISORY COMMITTEE FOR A
TERM OF ONE FISCAL YEAR.
It
was resolved, by majority vote, to approve: (i) the appointment of
Messrs. José Daniel Abelovich and Marcelo Héctor Fuxman
and Ms. Paula Andrea Sotelo as regular members of the Supervisory
Committee, and Mmes. Noemí Ivonne Cohn and Cynthia Deokmellian
and Mr. Juan Ignacio Renna as alternate members of the Supervisory
Committee for a term of one fiscal year, putting on record that,
pursuant to the CNV Rules, the nominees act in their independent
capacity and that they have provided remunerated professional
assistance in connection with companies under Section 33 of the
AGCL; and (ii) that authorization be granted to the proposed
members of the Supervisory Committee to discharge duties in such
capacity in other companies pursuant to the provisions of Sections
273 and 298 of the AGCL.
TENTH
ITEM: APPOINTMENT
OF CERTIFYING ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30,
2027.
It
was resolved, by majority vote, to approve the appointment, as
certifying accountants for the fiscal year ending June 30, 2027,
of: (a) PRICEWATERHOUSE & Co., member firm of
PricewaterhouseCoopers, with Mr. Carlos Martín Barbafina as
Regular External Auditor and Mr. Andrés Suárez as
Alternate External Auditor; and (b) Estudio Lisicki, Litvin
Auditores S.A., with Mr. José Daniel Abelovich as Regular
External Auditor and Mr. Alejandro Javier De Simone and Ms. Paula
Andrea Sotelo as Alternate External Auditors.
ELEVENTH
ITEM: APPROVAL OF COMPENSATION PAYABLE TO CERTIFYING ACCOUNTANTS
FOR THE FISCAL YEAR ENDED JUNE 30, 2026.
It
was resolved, by majority vote, to approve fees in the amount of
ARS 1,083,456,005.35 (one billion eighty-three million four hundred
fifty-six thousand five pesos with thirty-five cents) for the tasks
performed by the certifying accountants for the fiscal year ended
June 30, 2026.
TWELFTH
ITEM: TREATMENT
OF THE AMOUNTS PAID AS PERSONAL ASSETS TAX BY THE COMPANY ACTING AS
SUBSTITUTE RESPONSIBLE PARTY ON BEHALF OF THE
SHAREHOLDERS.
It
was resolved, by majority vote, that the amounts previously paid by
the Company as substitute taxpayer on behalf of the shareholders,
totaling ARS 2,882,446,839.03 (two billion eight hundred eighty-two
million four hundred forty-six thousand eight hundred thirty-nine
pesos with three cents), be fully absorbed by the
Company.
THIRTEENTH
ITEM: CONSIDERATION OF THE ANNUAL BUDGET FOR THE IMPLEMENTATION OF
THE AUDIT COMMITTEE’S ANNUAL PLAN.
It
was resolved, by majority vote, to approve a budget of ARS
15,300,000 (fifteen million three hundred thousand pesos) for the
implementation of the Annual Plan of the Company’s Audit
Committee.
FOURTEENTH
ITEM: CONSIDERATION OF THE MERGER BY ABSORPTION OF TIENDA LOS
GALLEGOS S.A. (“TIENDA LOS GALLEGOS”) AND LOS GALLEGOS
MARTINEZ NAVARRO Y CIA S.A. (“LOS GALLEGOS”) INTO IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA AND APPROVAL
OF THE SEPARATE AND CONSOLIDATED MERGER STATEMENTS OF FINANCIAL
POSITION PREPARED FOR SUCH PURPOSE. CONSIDERATION OF THE
PRELIMINARY MERGER AGREEMENT. AUTHORIZATIONS, DELEGATIONS AND
APPOINTMENT OF A REPRESENTATIVE TO EXECUTE THE DEFINITIVE MERGER
AGREEMENT AND COMPLETE ALL RELATED FORMALITIES.
It was
resolved, by majority vote, to approve:
(i)
the
corporate reorganization process.
(ii)
the
Preliminary Merger Agreement among the Company, TIENDA LOS GALLEGOS
and LOS GALLEGOS executed on September 8, 2026; the Company’s
Special Separate Merger Financial Statements as of June 30, 2026;
the Special Merger Financial Statements of TIENDA LOS GALLEGOS and
LOS GALLEGOS as of June 30, 2026; the Company’s Special
Consolidated Merger Financial Statements with TIENDA LOS GALLEGOS
and LOS GALLEGOS as of June 30, 2026; and the reports of the
Supervisory Committee and the Auditor.
(iii)
the absence
of a share exchange ratio, considering that the Company directly
owns 100% of the share capital of TIENDA LOS GALLEGOS and LOS
GALLEGOS.eserve called “special reserve”, which may be
used for future dividend distributions, share repurchases, and/or
new projects related to the Company’s business plan,
delegating to the Board of Directors the timing of its
implementation based on the aforementioned purposes and, if
applicable, the payment thereof in case a dividend distribution is
decided.
(iv)
the
delegation to the Board of Directors of the powers to accept
non-material changes and/or amendments to the documentation under
consideration requested by the regulatory authorities.
(v)
that, should
the Argentine Securities Commission raise a material objection to
any of the documents requiring the amendment of any of their terms,
such documentation be subsequently ratified at a
Shareholders’ Meeting.
(vi)
to authorize the
members of the Board of Directors and/or attorneys-in-fact of the
Company, acting individually and interchangeably, or in accordance
with the combinations and amounts established in the
Company’s Broad General Power of Attorney, to execute and
deliver the Definitive Merger Agreement, with sufficient powers to
delegate such authority to any other person as may be
necessary.
FIFTEENTH
ITEM: AUTHORIZATION TO CARRY OUT REGISTRATION PROCEEDINGS RELATING
TO THIS SHAREHOLDERS’ MEETING BEFORE THE ARGENTINE SECURITIES
COMMISSION, BOLSAS Y MERCADOS ARGENTINOS S.A., CAJA DE VALORES S.A.
AND THE GENERAL INSPECTION OF CORPORATIONS.
It
was resolved, by majority vote, to approve the appointment of
attorneys Mmes. Carolina Zang, María Angélica
Grisolía, Lucila Huidobro, Pilar Isaurralde, Nadia Dib and
Maja del Valle Quiroga, Drs. Gastón Di Iorio, Francisco
Durán and Gonzalo Sifon, and Ms. Andrea Muñoz, so that,
acting individually and separately, they may carry out all such
actions and/or formalities as may be required to secure
authorization and/or registration of the resolutions adopted at
this Shareholders’ Meeting by the Argentine Securities
Commission, Bolsas y Mercados Argentinos S.A., Caja de Valores S.A.
and the General Inspection of Corporations, with powers to file
applications, sign briefs, accept and implement changes, be served
notice, answer notices and/or objections, be served notice of
resolutions, publish legal notices, withdraw documentation and
carry out all such ancillary acts as may be required in connection
with the authorization and/or registration referred to
above.