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 29, 2018:
ITEM ONE: APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE
MEETINGS’ MINUTES
The
meeting approved by majority of votes that the representative of
shareholder The Bank of New York Mellon (BONY) and the
representative of shareholder ANSES FGS Law 26,425 (ANSES) approve
and sign the minutes of the Shareholders’
Meeting.
ITEM TWO: CONSIDERATION OF DOCUMENTS CONTEMPLATED IN PARAGRAPH 1,
SECTION 234, OF LAW NO. 19,550 FOR THE FISCAL YEAR ENDED JUNE 30,
2018.
The
meeting approved by majority of votes all the documents required
under Section 234, paragraph 1, of the General Companies Law for
the fiscal year ended June 30, 2018.
ITEM THREE: ALLOCATION OF
NET INCOME FOR THE FISCAL YEAR ENDED JUNE 30, 2018 FOR
$4,983,467,387. CONSIDERATION OF CREATION OF A SPECIAL
RESERVE.
The
meeting approved by majority of votes to allocate the net income
for the fiscal year for $4,983,467,387 to set up a special reserve
which may be used for future dividends the Company may decide to
pay during this fiscal year (2018-2019), for the development of
projects and businesses aligned to the Company’s business
plan or for fulfilling existing commitments, delegating to the
board of directors the implementation of the actions necessary to
allocate the proceeds to any of such purposes.
ITEM FOUR:
DISTRIBUTION OF TREASURY STOCK TO SHAREHOLDERS PRO RATA THEIR
HOLDINGS FOR UP TO 20,656,215 COMMON SHARES.
The
meeting approved by majority of votes to distribute treasury stock
for up to 20,656,215 shares as follows: (i) 93,020 shares to the
Company’s employees’ incentive plan, and (ii)
20,563,195 to shareholders pro rata their holdings.
ITEM FIVE: CONSIDERATION OF ALLOCATION OF RETAINED EARNINGS FOR
$9,646,487,544.
The
meeting approved by majority of votes to set up a special reserve
which may be used for future dividends the Company may decide to
pay during this fiscal year (2018-2019), for the development of
projects and businesses aligned to the Company’s business
plan or for fulfilling existing commitments, delegating to the
board of directors the implementation of the actions necessary to
allocate the proceeds to any of such purposes.
ITEM SIX: CONSIDERATION OF
BOARD OF DIRECTORS’ PERFORMANCE FOR THE FISCAL YEAR ENDED
JUNE 30, 2018.
The
meeting approved by majority of votes the performance of each of
the Board members and the regular directors who are also members of
the audit and executive committees as concerns the activities
developed during fiscal year 2018, with the applicable legal
abstentions.
ITEM SEVEN: CONSIDERATION
OF SUPERVISORY COMMITTEE’S PERFORMANCE FOR THE FISCAL YEAR
ENDED JUNE 30, 2018.
The
meeting approved by majority of votes the Supervisory
Committee’s performance during fiscal year 2018.
ITEM EIGHT: CONSIDERATION OF COMPENSATION FOR $140,599,334 PAYABLE
TO THE BOARD OF DIRECTORS FOR THE FISCAL YEAR ENDED JUNE 30,
2018.
The
meeting approved by majority of votes (I) the compensation payable
to the Board of Directors for a total amount of $140,599,334, which
amount includes the sum of $124,586,626 as management fees payable
to Consultores Assets Management S.A., all for the fiscal year
ended June 30, 2018. Such amount is within the limit imposed under
Section 261 of the General Companies Law, taking into account the
directors’ responsibilities, the time devoted to the
discharge of professional duties, the results of their performance,
the specific technical tasks developed in controlled companies and
their professional skills and market value of the services
rendered; and (II) that the Board of Directors be empowered (i) to
allocate and distribute such amount in due time, in accordance with
the specific tasks performed by its members, and (ii) to make
monthly advance payments of fees contingent upon the resolution to
be adopted at the next ordinary shareholders’
meeting.
ITEM NINE: CONSIDERATION OF COMPENSATION FOR $900,000 PAYABLE TO
THE SUPERVISORY COMMITTEE FOR THE FISCAL YEAR ENDED JUNE 30,
2018.
The
meeting resolved by majority of votes to pay $900,000 to the
Supervisory Committee as aggregate fees for the tasks discharged
during fiscal year ended June 30, 2018, and to delegate to the
Supervisory Committee the power to allocate such amount among its
individual members.
ITEM TEN: CONSIDERATION OF APPOINTMENT OF REGULAR AND ALTERNATE
DIRECTORS DUE TO EXPIRATION OF TERM.
The
meeting approved by majority of votes that Messrs. Gabriel Adolfo
Gregorio Reznik, Jorge Oscar Fernández and Pedro Dámaso
Labaqui Palacio, who qualify as independent regular directors, be
renewed in their positions for a term of three fiscal years. These
independent Regular Directors qualify as such pursuant to the
provisions of Section 11, Article III, Chapter III, Title II, of
the Rules of the Argentine Securities Commission (2013
revision).
ITEM ELEVEN: APPOINTMENT OF REGULAR AND ALTERNATE MEMBERS OF THE
SUPERVISORY COMMITTEE FOR A TERM OF ONE FISCAL YEAR
The
meeting resolved by 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, Gastón Damián LIZITZA and
Alicia Graciela RIGUEIRA as Alternate Statutory Auditors
for a term of one fiscal year, noting that all the nominees qualify
as independent in compliance with Section 79 of Law 26,831 and the
provisions contained in Section 12, Article III, Chapter III, Title
II of the Rules of the Argentine Securities Commission, although
they have provided remunerated professional assistance in
connection with subsidiary companies under the scope of Section 33
of the General Companies Law No. 19,550; and (II) to authorize the
proposed Statutory Auditors to take part in the supervisory
committees of other companies, pursuant to the provisions of
Section 273 and Section 298, General Companies Law, provided that
they comply with their confidentiality duty, as required in their
capacity as such.
ITEM TWELVE: APPOINTMENT OF CERTIFYING ACCOUNTANT FOR THE NEXT
FISCAL YEAR.
The
meeting approved by majority of votes to appoint the firm
PRICEWATERHOUSE&Co. member of PriceWaterhouseCoopers as
certifying accountant for the 2018/2019 fiscal year, with Mariano
Carlos Tomatis acting as Regular Independent Auditor, and Walter
Rafael Zablocky as Alternate Independent Auditor.
ITEM THIRTEEN: APPROVAL OF COMPENSATION FOR $6,203,334 PAYABLE TO
CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR ENDED JUNE 30,
2018.
The
meeting approved by majority of votes a compensation amounting to
$6,203,334 for the tasks developed by the Certifying Accountants
for the fiscal year ended June 30, 2018.
ITEM FOURTEEN: AMENDMENT TO THE
COMPANY’S BYLAWS TO COMPLY WITH NEW STATUTORY PROVISIONS.
ANALYSIS OF AMENDMENTS.
The
meeting approved by majority of votes (I) the amendments to the
Company’s Bylaws mentioned above, the texts of which, in
comparative format for a better understanding of the amendments
introduced, were distributed among the Shareholders; and (II) the
transcription into the shareholders’ meeting minutes of a
comparative chart, including the current text in its left column
and the revised text in the right column, in accordance with the
texts delivered and disclosed.
ITEM FIFTEEN: CONSIDERATION OF (I) RENEWAL OF THE DELEGATION TO THE
BOARD OF DIRECTORS OF THE BROADEST POWERS TO DETERMINE THE TERMS
AND CONDITIONS OF THE “GLOBAL NOTE PROGRAM FOR A PRINCIPAL
AMOUNT OF UP TO US$ 500,000,000 (OR ITS EQUIVALENT IN OTHER
CURRENCIES)”, AS APPROVED BY THE SHAREHOLDERS’ MEETING
DATED OCTOBER 31, 2012, AND EXTENDED FOR A TERM OF FIVE YEARS, AS
APPROVED BY THE SHAREHOLDERS’ MEETING DATED OCTOBER 31, 2017
(THE “PROGRAM”), NOT EXPRESSLY APPROVED BY THE
SHAREHOLDERS’ MEETING AS WELL AS THE TIME, AMOUNT, TERM,
PLACEMENT METHOD AND FURTHER TERMS AND CONDITIONS OF THE VARIOUS
SERIES AND/OR TRANCHES OF NOTES ISSUED THEREUNDER; (II)
AUTHORIZATION FOR THE BOARD OF DIRECTORS TO (A) APPROVE, EXECUTE,
GRANT AND/OR DELIVER ANY AGREEMENT, CONTRACT, DOCUMENT, INSTRUMENT
AND/OR SECURITY RELATED TO THE ISSUANCE OF THE VARIOUS SERIES
AND/OR TRANCHES OF NOTES THEREUNDER; (B) APPLY FOR AND SECURE
AUTHORIZATION BY THE ARGENTINE SECURITIES COMMISSION TO CARRY OUT
THE PUBLIC OFFERING OF SUCH NOTES; (C) AS APPLICABLE, APPLY FOR AND
SECURE BEFORE ANY AUTHORIZED SECURITIES MARKET OF ARGENTINA AND/OR
ABROAD THE AUTHORIZATION FOR LISTING AND TRADING SUCH NOTES; AND
(D) CARRY OUT ANY PROCEEDINGS, ACTIONS, FILINGS AND/OR APPLICATIONS
RELATED TO THE ISSUANCE OF THE VARIOUS SERIES AND/OR TRANCHES OF
NOTES UNDER THE PROGRAM; AND (III) AUTHORIZATION FOR THE BOARD OF
DIRECTORS TO SUB-DELEGATE THE POWERS AND AUTHORIZATIONS REFERRED TO
IN ITEMS (I) AND (II) ABOVE TO ONE OR MORE OF ITS MEMBERS,
COMPANY’S MANAGERS OR THE PERSONS IT DETERMINES IN ACCORDANCE
WITH CURRENT LAWS AND REGULATIONS.
The
meeting resolved by majority of votes:
(I) the
renovation of the delegation to the Board of Directors for five (5)
years as from the date hereof, as resolved by the
shareholders’ meeting dated October 31, 2012, November 14,
2014, October 31, 2016, and October 31, 2017, of the broadest
powers to: (a) establish the terms and conditions of the Program
and of the potential Frequent Issuer Regime, pursuant to the
provisions of the Negotiable Obligations Law No. 23,576, as amended
by Productive Financing Law No. 27,440, and as further amended and
supplemented, including the power to determine its amount within
the maximum amounts approved by the Shareholders’ Meeting;
(b) approve and execute all the agreements and documents related to
the Program, the potential Frequent Issuer Regime, and the issuance
of each series and/or tranche of notes thereunder; and (c)
determine the time and currency of issue, term, price, form and
conditions of payment, type and rate of interest, use of proceeds
and further terms and conditions of each series and/or tranche of
notes issued under the Program or under the Frequent Issuer
Regime;
(II) to
authorize the Board of Directors (a) to approve, execute, deliver
and/or grant any agreement, contract, document, instrument and/or
security related to the issuance of the various series and/or
tranches of notes thereunder, as deemed necessary by the Board of
Directors or as required by the Argentine Securities Commission,
the authorized securities exchanges of Argentina and/or abroad,
Caja de Valores S.A. and/or other comparable agencies; (b) to apply
for and secure before the Argentine Securities Commission the
authorization for the public offering of such notes; (c) as
applicable, to apply for and secure before any competent agency or
authorized securities market in Argentina and/or abroad, the
authorization for listing and trading such notes; and (d) to take
any action, carry out any proceedings, make any filings and/or
applications related to the Program and/or the Frequent Issuer
Regime and/or the issuance of the various series and/or tranches of
notes under the Program and/or the Frequent Issuer Regime;
and
(III)
to authorize the Board of Directors to sub-delegate the powers and
authorizations referred to in items (I) and (II) above to one or
more of its members, Company managers or the persons it determines
in accordance with current laws and regulations.
ITEM SIXTEEN:
AUTHORIZATIONS.
The
meeting approved by unanimous vote to appoint attorneys-at-law
María Laura Barbosa, Lucila Huidobro, Paula Pereyra Iraola,
María Florencia Vega, Paola Licandro and Ms. Andrea Muñoz
so that, acting individually and separately, they shall carry out
all and each of the proceedings for securing the relevant
registrations of the preceding resolutions with the Argentine
Securities Commission, the Superintendency of Corporations, and any
further national, provincial or municipal agencies that may be
applicable, with powers to sign briefs, accept and implement
changes, receive notices, answer objections, file and withdraw
documents, sign official notices, and take all further actions that
may be necessary.