On behalf of
CRESUD SACIF y A, below is a
summary of the resolutions adopted at the General Ordinary and
Extraordinary Shareholders’ Meeting held on October 26,
2020:
ITEM ONE: APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE
MEETING’S MINUTES.
The
meeting approved by majority the appointment of the representative
of shareholder Bank of New York Mellon (BONY) and the
representative of ANSES FGS Law 26425 (ANSES) to approve and sign
the minutes of the Shareholders’ Meeting, jointly with the
Chairman.
ITEM TWO: CONSIDERATION OF DOCUMENTS CONTEMPLATED IN SECTION 234,
PARAGRAPH 1, OF LAW NO. 19,550 FOR THE FISCAL YEAR ENDED JUNE 30,
2020.
The
meeting approved by 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, 2020.
ITEM THREE: ALLOCATION OF NET INCOME FOR THE FISCAL YEAR ENDED JUNE
30, 2020 FOR $1,900,624,275.32. DISTRIBUTION OF SHARE
DIVIDENDS.
The
meeting approved by majority of votes:
1.- to
allocate the net income for the fiscal year for $1,900,624,275.32
to (i) the legal reserve for $95,031,214 and (ii) the remaining
balance amounting to $1,805,593,061.32 to the absorption of
unappropriated retained earnings, comprised by (a) the aggregate of
prior fiscal year adjustments amounting to $814,138,722.68, (b) the
aggregate of the negative effect from other changes in the
subsidiaries shareholders’ equity amounting to
$60,919,391.76; and (c) partially, the effect of the distribution
of shares approved by the meeting held on October 30, 2019 of
$1,511,974,676.17 on the unappropriated retained
earnings;
2.- not
to distribute dividends as a result of the absorption of
losses.
ITEM FOUR: CONSIDERATION OF BOARD OF DIRECTORS’ PERFORMANCE
FOR THE FISCAL YEAR ENDED JUNE 30, 2020.
The
meeting approved by majority of votes the Board of Directors’
performance for the fiscal year ended June 30, 2020 taking into
consideration the legal abstentions.
ITEM FIVE: CONSIDERATION OF SUPERVISORY COMMITTEE’S
PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30, 2020.
The
meeting approved by majority of votes the performance of the
Supervisory Committee for the fiscal year ended June 30,
2020.
ITEM SIX: CONSIDERATION OF COMPENSATION PAYABLE TO THE BOARD OF
DIRECTORS ($93,792,715 ALLOCATED SUM) FOR THE FISCAL YEAR ENDED
JUNE 30, 2020.
The
meeting approved by majority of votes the sum of $62,180,000 as
total compensation payable to the Board of Directors for the fiscal
year ended June 30, 2020 and (i) to allocate and distribute such
compensation in due course in accordance with the specific duties
discharged by its members; (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 ($1,575,000 ALLOCATED SUM) FOR THE FISCAL
YEAR ENDED JUNE 30, 2020.
The
meeting approved by majority of votes to pay $ 1,575,000 to the
Supervisory Committee as aggregate fees for the tasks discharged
during the fiscal year ended June 30, 2020.
ITEM EIGHT: DETERMINATION OF THE NUMBER AND APPOINTMENT OF REGULAR
DIRECTORS AND ALTERNATE DIRECTORS FOR A TERM OF THREE FISCAL
YEARS.
The
meeting approved by majority of votes:
1)
to determine in 12
(twelve) the number of regular directors and maintain in 5 (five)
the number of alternate directors.
2)
to renew the
appointment of Messrs. Eduardo Sergio Elsztain, Saúl Zang and
Alejandro Gustavo Casaretto as non-independent Regular
Directors;
3)
to appoint Mrs.
Mariana Renata Carmona as non-independent Regular
Director;
4)
to renew the
appointment of Mr. Gastón Armando Lernoud as non-independent
Alternate Director.
ITEM NINE: APPOINTMENT OF REGULAR AND ALTERNATE MEMBERS OF THE
SUPERVISORY COMMITTEE FOR A TERM OF ONE FISCAL YEAR.
The
meeting approved 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, Cynthia
Deokmelian and Paula Sotelo as ALTERNATE STATUTORY
AUDITORS for a term of one fiscal year.
ITEM TEN: APPOINTMENT OF CERTIFYING ACCOUNTANT FOR THE NEXT FISCAL
YEAR.
The
meeting approved by majority of votes to appoint as certifying
accountants for the 2020/2021 fiscal year, the firm
PRICEWATERHOUSE&Co. member of PriceWaterhouseCoopers, with
Walter Rafael Zablocky acting as Regular Independent Auditor, and
Javier Brondo as Alternate Independent Auditor.
ITEM ELEVEN: APPROVAL OF COMPENSATION FOR $15,300,333 PAYABLE TO
CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR ENDED JUNE 30,
2020.
The
meeting approved by majority of votes a compensation of $15,300,333
for the tasks developed by the certifying accountant for the fiscal
year ended June 30, 2020.
ITEM TWELVE: CONSIDERATION OF ANNUAL BUDGET FOR IMPLEMENTATION OF
THE AUDIT COMMITTEE’S ANNUAL PLAN.
The meeting approved by majority
of votes a budget of $503,000, taking into account the effect of
inflation considering the eventual hiring of advisors / consultants
and trainings.
ITEM THIRTEEN: CONSIDERATION OF INCENTIVE PLAN FOR EMPLOYEES,
MANAGEMENT AND DIRECTORS APPROVED BY THE MEETING HELD ON OCTOBER
30, 2019. GUIDELINES FOR THE IMPLEMENTATION OF THE PLAN WHICH SHALL
ALLOCATE SUCH SHARES AS A BONUS, AND THE CAPITAL INCREASE SHALL BE
PAID UP WITH THE COMPANY’S RESERVES IN ACCORDANCE WITH THE
PROVISIONS SET FORTH IN SECTION 68 OF CAPITAL MARKET LAW NO.
26,831.
The
meeting approved by majority of votes to ratify the resolutions
adopted by the meeting held on October 30, 2019 as regards the
implementation of the incentive plan for employees, management and
directors of the Company and to provide that 1% (one per cent)
allocated to such plan to be calculated based on the capital
outstanding as of the time of implementation and/or execution of
the plan, be paid in with reserves – thus allocating such
shares as bonus to the beneficiaries of the plan- and/or paid in
with contributions made by the beneficiaries, all in accordance
with the provisions set forth in Section 68 of the Capital Market
Law No. 26,831.
ITEM FOURTEEN: AUTHORIZATION TO CARRY OUT REGISTRATION PROCEEDINGS
RELATING TO THIS SHAREHOLDINGS’ MEETING BEFORE THE ARGENTINE
SECURITIES COMMISSION AND THE GENERAL SUPERINTENDENCY OF
CORPORATIONS.
The
meeting approved by majority of votes to authorize attorneys-at-law
María Laura Barbosa, Lucila Huidobro, Paula Pereyra Iraola,
María Florencia Vega and/or María Inés Higa and Mrs.
Andrea Muñoz to carry out all the relevant registrations of
the preceding resolutions.