(i)
That
4.93% (four point ninety-three percent) of the restated net income
for the fiscal year, amounting to ARS 12,747,982,972.79 (twelve
billion seven hundred forty-seven million nine hundred eighty-two
thousand nine hundred seventy-two pesos with seventy-nine cents),
be allocated to the legal reserve, thus reaching 20% of the sum of
the share capital and the comprehensive adjustment to share
capital, in compliance with Section 70 of the AGCL regarding the
legal reserve requirement and the CNV Rules.
(ii)
That a
dividend of ARS 116,000,000,000 (one hundred sixteen billion pesos)
be distributed to shareholders in proportion to their
shareholdings, payable in cash and/or in kind, allocating (i) ARS
81,199,999,730.00 (eighty-one billion one hundred ninety-nine
million nine hundred ninety-nine thousand seven hundred thirty
pesos with zero cents) to a cash dividend; and (ii) the remaining
ARS 34,800,000,270.00 (thirty-four billion eight hundred million
two hundred seventy pesos with zero cents) to a dividend in kind,
consisting of 15,097,614 (fifteen million ninety-seven thousand six
hundred fourteen) ordinary shares issued by IRSA Inversiones y
Representaciones Sociedad Anónima (“IRSA”), held
by the Company, with a par value of ARS 10 each, based on the
closing market price of ARS 2,305 per IRSA ordinary share on
October 21, 2026, delegating to the Board of Directors the
implementation of payment in the most operationally efficient
manner to make the dividend available to 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 129,987,458,471.52 (one hundred twenty-nine billion nine
hundred eighty-seven million four hundred fifty-eight thousand four
hundred seventy-one pesos with fifty-two 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, its payment should a dividend distribution be
decided.
FOURTH
ITEM: CONSIDERATION OF THE 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 Regular
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 THE 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 IN THE AMOUNT OF $869,203,490.97 (EIGHT HUNDRED
SIXTY-NINE MILLION TWO HUNDRED THREE THOUSAND FOUR HUNDRED NINETY
PESOS WITH 97/100) FOR THE FISCAL YEAR ENDED JUNE 30,
2026.
It
was resolved, by majority vote: (i) to approve the compensation of
the Board of Directors for a total amount of ARS 686,090,660.27
(six hundred eighty-six million ninety thousand six hundred sixty
pesos with twenty-seven cents) corresponding to the fiscal year
ended June 30, 2025. 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 AMOUNT) 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 AND
ALTERNATE DIRECTORS. 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 five (5) the number of
Alternate Directors; (ii) to renew the appointments of Messrs.
Eduardo Sergio Elsztain, Saúl Zang and Alejandro Gustavo
Casaretto and Ms. Mariana Renata Carmona as Regular Directors for a
term of three fiscal years, i.e., until June 30, 2029; and (iii) to
renew the appointment of Mr. Eduardo Ohan Kalpakian as Alternate
Director for a term of three fiscal years, i.e., until June 30,
2029. It is hereby recorded that Mr. Eduardo Ohan Kalpakian,
elected Alternate Director, qualifies as independent, while Messrs.
Eduardo Sergio Elsztain, Saúl Zang and Alejandro Gustavo
Casaretto and Ms. Mariana Renata Carmona, elected Regular
Directors, qualify as non-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 the appointment of
Messrs. José Daniel Abelovich and Marcelo Héctor Fuxman
and Ms. Noemí Ivonne Cohn as regular members of the
Supervisory Committee, and Mmes. Cynthia Deokmellian and Paula
Andrea Sotelo and Mr. Martín Ghirardotti 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 referred to in
Section 33 of the AGCL. It was further proposed that the proposed
members of the Supervisory Committee be authorized to discharge
duties in such capacity in other companies pursuant to 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
PRICEWATERHOUSE & Co., member firm of PricewaterhouseCoopers,
with Mr. Martín Barbafina as Regular External Auditor and Mr.
Andrés Suárez as Alternate External
Auditor..
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 601,678,736 (six hundred one million six hundred seventy-eight
thousand seven hundred thirty-six pesos) 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 TAXPAYER 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 4,296,165,412.44 (four billion two hundred ninety-six
million one hundred sixty-five thousand four hundred twelve with
44/100), 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: 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. María Laura Barbosa, Carolina Zang, María
Angélica Grisolía, Lucila Huidobro, Pilar Isaurralde,
Nadia Dib and Maja del Valle Quiroga, Messrs. 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 and carry out all such ancillary
acts as may be required in connection with the authorization and/or
registration referred to above.