Buenos
Aires - Argentina, October 31, 2025 – 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 30, 2025
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,
2025.
It was
resolved, by majority vote, to approve the documents contemplated
in section 234, paragraph 1, of Argentine General Companies Law no.
19,550 (“AGCL”) for the fiscal year ended June 30,
2025.
THIRD
ITEM: CONSIDERATION OF THE FINANCIAL RESULT FOR THE
FISCAL YEAR ENDED JUNE 30, 2025, AMOUNTING A PROFIT OF $
195,677,675,452.86 (ONE HUNDRED NINETYFIVE BILLION SIX HUNDRED
SEVENTY-SEVEN MILLION SIX HUNDRED SEVENTY-FIVE THOUSAND FOUR
HUNDRED FIFTY-TWO PESOS WITH 86/100). CONSIDERATION OF THE
DISTRIBUTION OF DIVIDENDS PAYABLE IN CASH AND/OR IN KIND FOR UP TO
$ 164,000,000,000 (ONE HUNDRED SIXTY-FOUR BILLION
PESOS).
It was
resolved, by majority vote that from the net
income for the fiscal year, which amounted to ARS
195,677,675,452.86 (one hundred ninety-five billion six hundred
seventy-seven million six hundred seventy-five thousand four
hundred fifty-two pesos with eighty-six cents), and which, restated
as of the date of the Meeting, amounts to ARS 207,356,244,929.26
(two hundred seven billion three hundred fifty-six million two
hundred forty-four thousand nine hundred twenty-nine pesos with
twentysix cents):
(i)
That 5% of
the restated net income, equivalent to ARS 10,367,812,246.46 (ten
billion three hundred sixty-seven million eight hundred twelve
thousand two hundred forty-six pesos with forty-six 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 164,000,000,000 (one hundred
sixty-four billion pesos), which, restated according to the index
previously mentioned by the Chair, amounts to ARS
173,787,960,684.31 (one hundred seventy-three billion seven hundred
eighty-seven million nine hundred sixty thousand six hundred
eighty-four pesos with thirty-one cents), delegating to the Board
of Directors the implementation of its payment within the legal
time limits.
(iii)
That the
remaining balance of the net income for the fiscal year, after
deducting the legal reserve and the dividend, amounting to ARS
23,200,471,998.49 (twenty-three billion two hundred million four
hundred seventy-one thousand nine hundred ninety-eight pesos with
forty-nine 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,
2025
It
was resolved, by majority vote, to approve the performance of the
Board of Directors for the fiscal year ended June 30, 2025, 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
under consideration.
FIFTH
ITEM: CONSIDERATION OF SUPERVISORY COMMITTEE’S
PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30,
2025.
It
was resolved, by majority vote, to approve the performance of the
Supervisory Committee for the fiscal year ended June 30,
2025.
SIXTH
ITEM: CONSIDERATION OF COMPENSATION PAYABLE TO THE
BOARD OF DIRECTORS $ 18,192,594,071.06 (TOTAL COMPENSATION) IN
EXCESS OF ARS 7,988,274,783.50 OVER THE FIVE PERCENT (5%) LIMIT OF
ACCRUED PROFITS PURSUANT TO SECTION 261 OF LAW NO. 19,550 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
18,192,594,071.06 (eighteen billion one hundred ninety-two million
five hundred ninety-four thousand seventy-one pesos with six 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 FOR $ 31,559,086 (THIRTY-ONE MILLION FIVE
HUNDRED FIFTY-NINE THOUSAND EIGHTY-SIX PESOS, ALLOCATED SUM) FOR
THE FISCAL YEAR ENDED JUNE 30, 2025.
It
was resolved, by majority vote, to pay the Supervisory Committee a
total amount of ARS 31,559,086 (thirty-one million five hundred
fifty-nine thousand eighty-six pesos) for the tasks performed
during the fiscal year ended June 30, 2025, 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 BYLAW.
It
was resolved, by majority vote: (i) to maintain at twelve (12) the
number of Regular Directors and to set at two (2) the number of
Alternate Directors; (ii) to renew the appointments of Alejandro
Gustavo Elsztain, David Williams, María Julia Bearzi, and
Liliana de Nadai as Regular Directors for a three-year term, i.e.,
until June 30, 2028; and (iii) not to renew the position of the
Alternate Director whose term of office expires. It is hereby
recorded that Mr. Alejandro Gustavo Elsztain, Regular Director,
qualifies as nonindependent, and that Mr. David Williams, Ms.
María Julia Bearzi, and Ms. Liliana de Nadai, Regular
Directors, qualify as independent, all in accordance with Section
11, Chapter III, Title II of the CNV rules (2013
revision).
NINETH
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. Noemí Ivonne Cohn as regular members of the
Supervisory Committee, and Messrs. Juan Renna and Martín
Ghirardotti and Ms. Paula Sotelo 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,
2026.
It
was resolved, by majority vote, to approve the appointment, as
certifying accountants for the fiscal year ending June 30, 2026,
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 Messrs. 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, 2025.
It
was resolved, by majority vote, to approve fees in the amount of
ARS 785,998,870 (seven hundred eighty-five million nine hundred
ninety-eight thousand eight hundred seventy pesos) for the tasks
performed by the certifying accountants for the fiscal year ended
June 30, 2025.
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 1,800,111,736.16 (one billion eight hundred million
one hundred eleven thousand seven hundred thirty-six pesos with
sixteen cents), be fully absorbed by the Company.
THIRTEENTH
ITEM: CONSIDERATION OF THE SUBSCRIPTION OF AN
ADDENDUM TO THE WARRANT AGREEMENT DATED APRIL 29, 2021, AS AMENDED
ON SEPTEMBER 17, 2021 (THE “WARRANT AGREEMENT”),
EXECUTED WITHIN THE FRAMEWORK OF THE CAPITAL INCREASE AUTHORIZED BY
THE ARGENTINE SECURITIES COMMISSION BASED ON THE ISSUANCE
PROSPECTUS PUBLISHED ON APRIL 12, 2021, BETWEEN THE COMPANY AND
COMPUTERSHARE, INC. AND COMPUTERSHARE TRUST COMPANY, N.A., TO
INCORPORATE THE POSSIBILITY OF EXERCISING THE OPTIONS TO SUBSCRIBE
SHARES WITHOUT CASH PAYMENT, THROUGH THE DELIVERY OF SHARES FOR THE
DIFFERENTIAL AMOUNT BETWEEN THE EXERCISE VALUE WITH CASH PAYMENT
AND THE EQUIVALENT MARKET VALUE. DELEGATION TO THE BOARD OF
DIRECTORS FOR ITS IMPLEMENTATION WITH THE BROADEST
POWERS.
It
was resolved, by majority vote, to approve: (i) the execution of an
addendum to the Warrant Agreement introducing the cashless exercise
alternative (except for the payment of the par value of the
shares), that is, allowing the delivery of shares for an amount
equal to the difference between the exercise price of such options
with cash payment and the equivalent market value of the shares,
net of the payment of their par value. The purpose of this
amendment is to include an additional exercise alternative for the
warrant holders, under which no cash payment is required (except
for the payment of the par value of the shares). This alternative
implies a lower number of shares to be issued by the Company if
investors choose to exercise their options in this manner, thus
resulting in less dilution for the other shareholders of the
Company due to the exercise of such options under this modality. It
is expressly stated that the inclusion of the cashless exercise
alternative (except for the payment of the par value of the shares)
does not affect the right of the beneficiaries to exercise their
options through the other methods provided for in the Warrant
Agreement but rather is added as an additional alternative. It is
also recorded that the proposed modality does not affect the
economic rights of the other shareholders. This alternative also
avoids an increased trading volume and fluctuations in the prices
of the Company’s warrants and shares that could otherwise
arise from arbitrage opportunities or share sales made to fund the
exercise of options, which might negatively affect their market
quotations; and (ii) to delegate to the Board of Directors of the
Company and/or to such persons as it may designate, the
implementation of the necessary amendments to the Warrant
Agreement, the establishment of the terms for the exercise of the
options under this modality, the determination of the exercise
methodology based on market conditions, and the execution of all
actions, negotiations, and/or the setting of any other terms and
conditions that may be necessary or advisable for the
implementation of the proposed process..
FOURTEENTH
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
2,100,000 for the implementation of the Annual Plan of the
Company’s Audit Committee.
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 SUPERINTENDENCY 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, Gaston Di Iorio 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.
