SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
REPORT
OF FOREIGN ISSUER
PURSUANT
TO RULE 13a-16 OR 15b-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of October, 2018
IRSA
Inversiones y Representaciones Sociedad
Anónima
(Exact name of
Registrant as specified in its charter)
IRSA
Investments and Representations Inc.
(Translation of
registrant´s name into English)
Republic
of Argentina
(Jurisdiction of
incorporation or organization)
Bolívar
108
(C1066AAB)
Buenos
Aires, Argentina
(Address
of principal executive offices)
Form 20-F ⌧ Form 40-F ☐
Indicate by check
mark whether the registrant by furnishing the information contained
in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes ☐ No
⌧
IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD
ANÓNIMA
(THE
“COMPANY”)
REPORT
ON FORM 6-K
Attached is the
English translation of the summary of the letter dated October 30,
2018, filed by the Company with the Bolsa de Comercio de Buenos Aires
and the Comisión Nacional de
Valores.
On behalf of
IRSA INVERSIONES Y REPRESENTACIONES
SOCIEDAD ANÓNIMA, 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
MEETING’S MINUTES.
The
meeting approved by majority of votes the appointment of the
representatives of shareholders ANSES FGS and Cresud SACIF y A 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,
2018.
The
meeting approved by majority of votes the documents required under
Section 234, paragraph 1, of the General Companies Law for the
fiscal year ended June 30, 2018.
ITEM THREE: CONSIDERATION OF ALLOCATION OF NET INCOME FOR THE
FISCAL YEAR ENDED JUNE 30, 2018 FOR $14,308,078,486. CONSIDERATION
OF DISTRIBUTION OF A DIVIDEND IN KIND PAYABLE IN SHARES OF IRSA
PROPIEDADES COMERCIALES S.A. FOR UP TO AN AMOUNT EQUAL TO
$1,412,000,000.
The
meeting approved by majority of votes:
(i) To
allocate the sum of $1,412,000,000 to pay dividends in shares of
IRSA Propiedades Comerciales S.A., a Company’s subsidiary, to
the shareholders ratably according to their shareholding interests,
putting on record that shares shall be distributed following
distribution of IRSA Propiedades Comerciales S.A.’s dividend,
i.e., IRSA PC shares shall be distributed as from November 12,
2018, once IRSA PC’s dividend has been paid.
(ii) To
authorize the Board of Directors to settle in cash any fractions
lower than the IRSA PC shares par value subject to distribution, in
accordance with the Listing Regulations of Mercado de Valores
S.A.
(iii)
To delegate to the Board of Directors the power to implement the
payment to the shareholders within the terms set forth in the
applicable laws, and to apply for and implement the payment of such
dividend to the ADR holders.
(iv)
Since the statutory reserve amounting to 20% of the stock capital
and the capital adjustment account are fully funded, as it arises
from the financial statements under review, in compliance with the
provisions of Section 70, General Companies Law, and the Rules of
the Argentine Securities Commission, to allocate the balance for an
amount of $12,896,078,486 to set up a special reserve that 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: CONSIDERATION
OF ALLOCATION OF RETAINED EARNINGS FOR
$16,538,338,620.
The
meeting approved by majority of votes the allocation of retained
earnings for $16,538,338,620 to set up a Special Reserve which, as
provided above, 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 FIVE: 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 SIX: CONSIDERATION OF SUPERVISORY COMMITTEE’S
PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30, 2018.
The
meeting approved by majority of votes the performance of the
Company’s supervisory committee during the fiscal year under
review.
ITEM SEVEN: CONSIDERATION OF COMPENSATION FOR UP TO $127,000,000
PAYABLE TO THE BOARD OF DIRECTORS FOR THE FISCAL YEAR ENDED JUNE
30, 2018.
The
meeting approved by majority of votes the sum of $127,000,000 as
total compensation payable to the Board of Directors for the fiscal
year ended June 30, 2018, which amount is within the limits imposed
under Section 261 of General Companies Law No. 19,550, 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. Moreover, the meeting approved that the Board of
Directors be empowered (i) to allocate and distribute such
compensation sum in due course in accordance with the specific
duties discharged 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 EIGHT: CONSIDERATION
OF COMPENSATION FOR $900,000 PAYABLE TO THE SUPERVISORY COMMITTEE
FOR THE FISCAL YEAR ENDED JUNE 30, 2018.
The
meeting approved by majority of votes to pay $900,000 to the
Supervisory Committee as aggregate fees for the tasks discharged
during the fiscal year under review, i.e., as of June 30, 2018,
delegating to the Supervisory Committee the power to allocate such
amount among its individual members.
ITEM NINE: CONSIDERATION OF APPOINTMENT OF REGULAR DIRECTORS AND
ALTERNATE DIRECTORS FOR A TERM OF THREE FISCAL YEARS DUE TO
EXPIRATION OF TERM.
The
meeting approved by majority of votes that the appointment of the
following directors be renewed for a term of three fiscal years:
Messrs. Eduardo Sergio Elsztain, Saúl Zang, Cedric David
Bridger, Marcos Oscar Moisés Fischman and Mauricio Elías
Wior, as regular directors, putting on record that Mr. Cedric
Bridger qualifies as independent director, and that Messrs.
Elsztain, Zang, Fischman and Wior qualify as non-independent.
Independent and non-independent Regular Directors, as described
above, qualify as such under the terms of Section 11, Article III,
Chapter III, Title II, of the Rules of the Argentine Securities
Commission (2013 revision).
ITEM TEN: 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, 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. In addition, the meeting
approved by majority of votes 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 ELEVEN: APPOINTMENT OF CERTIFYING ACCOUNTANT FOR THE NEXT
FISCAL YEAR.
The
meeting approved by majority of votes to appoint the following
firms as certifying accountants (a) PRICEWATERHOUSE&Co. member
of PriceWaterhouseCoopers for the 2018/2019 fiscal year, with
Mariano Carlos
Tomatis acting as Regular Independent Auditor, and
Walter Rafael
Zablocky as Alternate Independent Auditor; and (b) Abelovich
Polano & Asociados, with Daniel Abelovich acting as
Regular Independent Auditor and Noemí Ivonne Cohn and
Roberto Daniel
Murmis as Alternate Independent Auditors.
ITEM TWELVE: CONSIDERATION OF APPROVAL OF COMPENSATION FOR
$12,023,127 PAYABLE TO CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR
ENDED JUNE 30, 2018.
The
meeting approved by majority of votes a compensation of $12,023,127
for the tasks developed by the Certifying Accountants for the
fiscal year ended June 30, 2018.
ITEM THIRTEEN: AMENDMENT TO THE COMPANY’S BYLAWS TO COMPLY
WITH NEW STATUTORY PROVISIONS. ANALYSIS OF AMENDMENTS.
The
meeting approved by majority of votes (i) the amendments to the
Company’s Bylaws, the texts of which, in comparative format
for a better understanding of the amendments introduced, were
submitted in due time to the Argentine Securities Commission and to
Bolsas y Mercados Argentinos S.A.; and (ii) the transcription into
the shareholders’ meeting minutes of a comparative chart,
including the current text in its left column and the revised text
in the right column, in accordance with the texts delivered and
mentioned above.
ITEM FOURTEEN: CONSIDERATION OF (I) RENEWAL OF THE DELEGATION TO
THE BOARD OF DIRECTORS OF THE BROADEST POWERS TO DETERMINE THE
TERMS AND CONDITIONS OF THE “GLOBAL NOTE PROGRAM FOR THE
ISSUANCE OF SIMPLE, NON-CONVERTIBLE NOTES, SECURED OR NOT, OR
GUARANTEED BY THIRD PARTIES, FOR A MAXIMUM OUTSTANDING AMOUNT OF UP
TO US$ 350,000,000 (THREE HUNDRED AND FIFTY MILLION US DOLLARS) (OR
ITS EQUIVALENT IN ANY OTHER CURRENCY)”, 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 PROGRAM AND/OR 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 PROGRAM AND/OR 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 approved by majority of votes:
(i) to
renew for five (5) years as from the date hereof the delegation to
the Board of Directors, as resolved by the shareholders’
meeting dated October 31, 2017, of the broadest powers to: (a)
determine the Program’s and/or the Frequent Issuer
Regime’s terms and conditions, in accordance with the
provisions of 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 establish 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 Frequent Issuer Regime, and the issuance of each
series and/or tranche of notes thereunder; and (c) determine the
issue date and currency, term, price, payment method and
conditions, 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 and/or the Frequent Issuer Regime;
(ii) to
authorize the Board of Directors to (a) approve, execute, grant
and/or deliver any agreement, contract, document, instrument and/or
security related to the Program and/or the issuance of the various
series and/or tranches of notes issued 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 exchange of
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 take any steps in connection with the
Program 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 paragraphs (i) and (ii) above to one
or more of its members, Company manager or the persons it
determines in accordance with current laws and
regulations.
ITEM FIFTEEN: AUTHORIZATIONS FOR CARRYING OUT REGISTRATION
PROCEEDINGS RELATING TO THIS SHAREHOLDERS’ MEETING BEFORE THE
ARGENTINE SECURITIES COMMISSION AND THE ARGENTINE SUPERINTENDENCY
OF CORPORATIONS.
The
meeting approved by majority of votes to appoint attorneys-at-law
María Laura Barbosa, Lucila Huidobro, Paula Pereyra Iraola,
María Florencia Vega and/or Paola Licandro and Mrs. 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.
ITEM SIXTEEN:
CONSIDERATION OF THE ANNUAL BUDGET FOR THE IMPLEMENTATION OF THE
AUDIT COMMITTEE’S ANNUAL PLAN AND THE COMPLIANCE AND
CORPORATE GOVERNANCE PROGRAM.
The
meeting approved by majority of votes (i) to approve a budget of
$12,184,000 in order to engage specialists in the subject to
cooperate in the strategic planning and development of the
Compliance and Corporate Governance Program; and (ii) to approve a
budget of $300,000 for certain advisory and consulting tasks
required during the following fiscal year to exercise enhanced
control over the Company’s subsidiaries.
SIGNATURES
Pursuant to the
requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of
Buenos Aires, Argentina.
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IRSA
Inversiones y Representaciones Sociedad
Anónima
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By:
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/S/ Saúl
Zang
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Name: Saúl
Zang
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Title: Responsible
of relationship with the markets
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Dated: October 31,
2018