Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
06 Setembro 2023 - 1:34PM
Edgar (US Regulatory)
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 September, 2023
IRSA
Inversiones y Representaciones Sociedad Anonima
(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)
Carlos
Della Paolera 261 9th Floor
(C1001ADA)
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
x
IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD ANONIMA
(THE
“COMPANY”)
REPORT
ON FORM 6-K
Attached is an
English translation of the letter dated September 6, 2023, filed by
the Company with the Bolsa de Comercio de Buenos Aires and the
Comisión Nacional de Valores.
Buenos Aires,
September 6, 2023 – IRSA Inversiones y Representaciones S.A.
(NYSE:IRS;BYMA:IRSA),
reported that its board of directors has resolved
to
call a General Ordinary and Extraordinary Shareholders’
Meeting to be held virtually on October 5, 2023, at 10:00 a.m. at
first call, and at 11:00 a.m. at second call, from the corporate
premises located at Carlos María Della Paolera 261,
9th Floor, City of
Buenos Aires, according to the following agenda:
1.
APPOINTMENT OF TWO
SHAREHOLDERS TO SIGN THE MEETING’S MINUTES.
2.
CONSIDERATION OF
DOCUMENTS CONTEMPLATED IN SECTION 234, PARAGRAPH 1, OF LAW NO.
19,550 FOR THE FISCAL YEAR ENDED JUNE 30, 2023.
3.
ALLOCATION OF NET
INCOME FOR THE FISCAL YEAR ENDED JUNE 30, 2023 FOR ARS
57,350,858,685.45 (FIFTY-SEVEN BILLION THREE HUNDRED AND FIFTY
MILLION EIGHT HUNDRED FIFTY-EIGHT THOUSAND SIX HUNDRED AND
EIGHTY-FIVE PESOS WITH 45/100 CENTS), AS FOLLOWS: (I) ARS
2,867,542,934.27 (TWO BILLION EIGHT HUNDRED SIXTY-SEVEN MILLION
FIVE HUNDRED FORTY-TWO THOUSAND NINE HUNDRED AND THIRTY-FOUR PESOS
WITH 27/100 CENTS) TO THE LEGAL RESERVE, IN ACCORDANCE WITH THE
LAWS IN FORCE; AND II) THE BALANCE OF ARS 54,483,315,751.18
(FIFTY-FOUR BILLION FOUR HUNDRED EIGHTY-THREE MILLION THREE HUNDRED
FIFTEEN THOUSAND SEVEN HUNDRED AND FIFTY-ONE PESOS WITH 18/100
CENTS) TO THE DISTRIBUTION OF A DIVIDEND TO THE SHAREHOLDERS IN
PROPORTION TO THEIR SHAREHOLDING INTERESTS FOR UP TO ARS
64,000,000,000 (SIXTY-FOUR BILLION PESOS) PAYABLE IN CASH AND/OR IN
KIND, TO WHICH EFFECT IT IS PROPOSED TO REVERSE THE RESERVE FOR
DISTRIBUTION OF FUTURE DIVIDENDS FOR UP TO ARS 8,984,932,749.20
(EIGHT BILLION NINE HUNDRED EIGHTY-FOUR MILLION NINE HUNDRED
THIRTY-TWO THOUSAND SEVEN HUNDRED AND FORTY-NINE PESOS WITH 20/100
CENTS) AND THE SPECIAL RESERVE FOR UP TO ARS 531,751,499.62 (FIVE
HUNDRED THIRTY-ONE MILLION SEVEN HUNDRED FIFTY-ONE THOUSAND FOUR
HUNDRED AND NINETY-NINE PESOS WITH 62/100 CENTS) TO COMPLETE THE
PROPOSED DIVIDEND DISTRIBUTION AMOUNT.
4.
CONSIDERATION OF
BOARD OF DIRECTORS’ PERFORMANCE FOR THE FISCAL YEAR ENDED
JUNE 30, 2023.
5.
CONSIDERATION OF
SUPERVISORY COMMITTEE’S PERFORMANCE FOR THE FISCAL YEAR ENDED
JUNE 30, 2023.
6.
CONSIDERATION OF
COMPENSATION PAYABLE TO THE BOARD OF DIRECTORS FOR ARS
13,500,000,000 (THIRTEEN BILLION FIVE HUNDRED MILLION PESOS) WITHIN
THE LIMIT SET FORTH BY SECTION 261 OF LAW NO. 19,550.
7.
CONSIDERATION OF
COMPENSATION PAYABLE TO THE SUPERVISORY COMMITTEE FOR ARS 8,450,000
(EIGHT MILLION FOUR HUNDRED AND FIFTY THOUSAND PESOS, ALLOCATED
SUM) FOR THE FISCAL YEAR ENDED JUNE 30, 2023.
8.
DETERMINATION OF
THE NUMBER AND APPOINTMENT OF REGULAR DIRECTORS AND ALTERNATE
DIRECTORS FOR A TERM OF UP TO THREE FISCAL YEARS, AS PER SECTION
TWELVE OF THE BYLAWS.
9.
APPOINTMENT
OF REGULAR AND ALTERNATE MEMBERS OF THE SUPERVISORY COMMITTEE FOR A
TERM OF ONE FISCAL YEAR.
10.
APPOINTMENT OF
CERTIFYING ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30,
2024.
11.
APPROVAL OF
COMPENSATION PAYABLE TO CERTIFYING ACCOUNTANTS FOR THE FISCAL YEAR
ENDED JUNE 30, 2023.
12.
CONSIDERATION OF
THE DISTRIBUTION OF UP TO 13,928,410 (THIRTEEN MILLION NINE HUNDRED
TWENTY-EIGHT THOUSAND FOUR HUNDRED TEN) OWN SHARES TO THE
SHAREHOLDERS IN PROPORTION TO THEIR HOLDINGS PURSUANT TO THE
PROVISIONS OF SECTION 67 OF LAW NO. 26,831.
13.
CONSIDERATION OF
APPROVAL OF EXTENSION OF GLOBAL NOTE PROGRAM FOR THE ISSUANCE OF
SIMPLE, NON-CONVERTIBLE, UNCONDITIONAL NOTES, SECURED OR UNSECURED,
TO BE PAID IN IN CASH AND/OR IN KIND FOR A MAXIMUM OUTSTANDING
AMOUNT OF UP TO USD 750,000,000 (SEVEN HUNDRED FIFTY MILLION
DOLLARS) OR ITS EQUIVALENT IN OTHER CURRENCIES OR VALUE UNITS, AS
APPROVED BY THE SHAREHOLDERS’ MEETING DATED MARCH 20, 2019
(THE “PROGRAM”) FOR A TERM OF FIVE YEARS OR SUCH LONGER
TERM AS PERMITTED BY THE APPLICABLE LAWS.
14.
CONSIDERATION OF
(I) DELEGATION TO THE BOARD OF DIRECTORS OF THE BROADEST POWERS TO
IMPLEMENT THE EXTENSION OF THE PROGRAM AND TO DETERMINE ALL THE
PROGRAM’S TERMS AND CONDITIONS NOT EXPRESSLY APPROVED BY THE
SHAREHOLDERS’ MEETING AS WELL AS THE TIME, THE INCREASE OR
DECREASE OF THE AMOUNT, TERM, PLACEMENT METHOD AND FURTHER TERMS
AND CONDITIONS OF THE VARIOUS SERIES AND/OR TRANCHES OF NOTES
ISSUED THEREUNDER; (III) 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
EXTENSION OF THE PROGRAM AND/OR THE IMPLEMENTATION OF THE INCREASE
OR DECREASE OF ITS AMOUNT 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 EXTENSION OF THE PROGRAM AND/OR THE INCREASE AND/OR
DECREASE OF ITS AMOUNT 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.
15.
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.
Note:
The Registry of the Company’s book-entry shares is kept by
Caja de Valores S.A. (CVSA) domiciled at 25 de Mayo 362, City of
Buenos Aires. Therefore, in order to attend the Shareholders’
Meeting, evidence is to be obtained of the account of book-entry
shares kept by CVSA. Pursuant to the provisions of Section Twenty
Four of the bylaws and the rules of the Argentine Securities
Commission, the shareholders’ meeting will be held remotely
from the corporate headquarters located at Carlos María Della
Paolera 261, Floor 9, City of Buenos Aires, and shareholders who
are willing to do so will have the possibility to attend the
meeting in person, provided that they communicate such decision
upon sending their notice of attendance and/or until the date of
expiration of the statutory term established for giving notice of
attendance. To such end, the email address l.huidobro@zbv.com.ar
is available for registering attendance at the shareholders’
meeting by electronic means and for sending the certificates issued
by Caja de Valores S.A. obtained by the shareholders. The term for
giving notice of attendance at such email address expires on
September 29, 2023 at 3:00 p.m., pursuant to the provisions of
Section 238 of the General Companies Law. Shareholders shall
provide the following data: first and last name or full corporate
name; identity document type and number, or registration data,
specifying the Register where they are registered and their
jurisdiction; and domicile where they are located for purposes of
recording it at the shareholders’ meeting. Moreover, if they
are to be represented by a legal representative and/or an
attorney-in-fact, the shareholders who decide to participate
remotely shall send the same data regarding the proxies who shall
attend the meeting on their behalf, as well as the documents
evidencing their capacity, duly authenticated, in PDF format, to
the email address mentioned in this notice, on or before September
29, 2023 (pursuant to Section 238 of the General Companies Law).
Shareholders’ proxies who decide to participate in person may
evidence their capacity as such by producing their qualifying
documents to the Issuer on the same date of the meeting.
Shareholders who give notice of their attendance through the email
address mentioned above shall also provide their contact details
(telephone and email) for the Company to keep them updated of any
potential measures that could be adopted in connection with the
Shareholders’ Meeting. The Company shall send a receipt to
all shareholders who registered their names by email sent to the
above mentioned address, which shall be required in order to attend
the Shareholders’ Meeting. Moreover, shareholders who are
local or foreign legal entities shall identify the final beneficial
holders of such shareholders’ stock capital and the number of
shares to be voted by them. It should be noted that upon dealing
with items 3 (reversal of reserve), 12, 13, and 14 on the Agenda,
the Shareholders’ Meeting shall qualify as extraordinary, and
a quorum of 60% will be required. The videoconference system to be
used to hold the meeting may be accessed to by the shareholders who
have given notice of their assistance, through the link to be sent
to them, including the applicable instructions, to the email
address reported by the shareholders. The system to be used will be
the Zoom application, which will allow: (i) to secure free access
of all the shareholders who were duly identified or their
accredited proxies with validated qualifying instruments, including
in all cases a copy of their identity document (DNI), and the
access of the remaining participants at the meeting (directors and
statutory auditors, among others); (ii) the possibility to
participate at the shareholders’ meeting by speaking and
voting, through simultaneous transmission of sound, images and
words all throughout the meeting, ensuring the principle of equal
treatment to all participants; and (iii) digital recording of all
the development of the meeting and storage of a copy in digital
format for a term of 5 (five) years, which shall be available to
the shareholders upon request. Upon voting each item of the agenda,
each shareholder will be requested to express the sense of their
vote, which may be given verbally. The minutes of the
shareholders’ meeting will record the attendants and capacity
in which they acted, the place where they were located, and the
technical means used. The minutes will be executed within five (5)
business days after the meeting. Moreover, pursuant to the
provisions of Section 237 of the General Companies Law, as the
meeting has been convened on first and second call simultaneously,
if the Shareholders’ Meeting were held on second call because
no quorum was reached at the first call, since IRSA INVERSIONES Y
REPRESENTACIONES SOCIEDAD ANÓNIMA is a company whose shares
are publicly offered, it will be possible to deal only with those
Agenda items that correspond to ordinary shareholders’
meetings.
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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September 6,
2023
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By:
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/s/ Saúl
Zang
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Saúl
Zang
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Responsible for the
Relationship with the Markets
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