Attached is the
English translation of the letter filed with the Comision Nacional de Valores and
Bolsa de Comercio de Buenos
Aires on September 28, 2017.
By letter dated September 28, 2017, the company
reported that
its Board of Directors has resolved to call a
General Ordinary and
Extraordinary Shareholders’ Meeting to be held on October 31,
2017 at 3:00 p.m., at Av. Córdoba 690, 1st Underground Floor
(Salón Portal, Sheraton Libertador Hotel), City of Buenos
Aires, a venue other than its registered
office.
Moreover, notice is given that the following
items, inter alia,
will be dealt with in addition to
those proper of the ordinary shareholders’ meeting regarding
consideration of the balance sheet closed as of June 30,
2017:
-Treatment
of amounts paid as personal asset tax levied on the
shareholders.
-Payment
of a cash dividend for up to $395,000,000.
-Consideration
of (i) approval of extension of Global Note Program for the
issuance of simple, non-convertible notes, secured or unsecured or
guaranteed by third parties, for a maximum outstanding amount of up
to US$ 300,000,000 (three hundred million U.S. dollars) or its
equivalent in other currencies, as approved by the
shareholders’ meeting dated October 31, 2012 (the
“program”) for a term of five years or such longer term
as permitted by the applicable laws; and (ii) ratification of
approval of increase in the program’s maximum amount by an
additional amount of US$ 200,000,000, as approved by the
shareholders’ meeting dated October 30, 2015.
-Consideration
of (i) delegation to the board of directors of the broadest powers
to implement the extension of the program; (ii) renewal of the
delegation to the board of directors of the broadest powers to
implement the increase and/or reduction of the program amount and
to determine all the program’s terms and conditions 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; (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 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 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.
The
notice of call to the General Ordinary and Extraordinary
Shareholders’ Meeting to be held on October 31, 2017, at 3:00
p.m., at Av. Córdoba 690, 1st Underground Floor (Salon Portal,
Sheraton Libertador Hotel), City of Buenos Aires, a venue other
than its registered office, is transcribed below:
CRESUD SACIF Y A
Registered with the Superintendency of Corporations on February 19,
1937 under No. 26, Page 2, Book 45 of Domestic Bylaws, hereby calls
its shareholders to attend a General Ordinary and Extraordinary
Shareholders’ Meeting to be held on October 31, 2017, at 3:00
p.m., at Av. Córdoba 690, 1st Underground Floor (Salón
Portal, Sheraton Libertador Hotel), City of Buenos Aires, a venue
other than its registered office, to deal with the following
Agenda:
1. APPOINTMENT
OF TWO SHAREHOLDERS TO SIGN THE MEETINGS’
MINUTES.
2. CONSIDERATION
OF DOCUMENTS CONTEMPLATED IN SECTION 234, PARAGRAPH 1, OF LAW NO.
19,550 FOR THE FISCAL YEAR ENDED JUNE 30, 2017.
3. ALLOCATION
OF NET INCOME FOR THE FISCAL YEAR ENDED JUNE 30, 2017 FOR
$1,796,340,361. CREATION OF STATUTORY RESERVE FOR $30,177,781.
PAYMENT OF CASH DIVIDEND FOR UP TO $395,000,000.
4. CONSIDERATION
OF BOARD OF DIRECTORS’ PERFORMANCE FOR THE FISCAL YEAR ENDED
JUNE 30, 2017.
5. CONSIDERATION
OF SUPERVISORY COMMITTEE’S PERFORMANCE FOR THE FISCAL YEAR
ENDED JUNE 30, 2017.
6. CONSIDERATION
OF COMPENSATION FOR $59,981,163 PAYABLE TO THE BOARD OF DIRECTORS
FOR THE FISCAL YEAR ENDED JUNE 30, 2017.
7. CONSIDERATION
OF COMPENSATION FOR $600,000 PAYABLE TO THE SUPERVISORY COMMITTEE
FOR THE FISCAL YEAR ENDED JUNE 30, 2017.
8. APPOINTMENT
OF REGULAR AND ALTERNATE DIRECTORS DUE TO EXPIRATION OF
TERM.
9. APPOINTMENT
OF REGULAR AND ALTERNATE MEMBERS OF THE SUPERVISORY COMMITTEE FOR A
TERM OF ONE FISCAL YEAR.
10. APPOINTMENT
OF CERTIFYING ACCOUNTANT FOR THE NEXT FISCAL YEAR.
11. APPROVAL
OF COMPENSATION FOR $4,983,578 PAYABLE TO CERTIFYING ACCOUNTANT FOR
THE FISCAL YEAR ENDED JUNE 30, 2017.
12. TREATMENT
OF AMOUNTS PAID AS PERSONAL ASSET TAX LEVIED ON THE
SHAREHOLDERS.
13. CONSIDERATION
OF (I) APPROVAL OF EXTENSION OF GLOBAL NOTE PROGRAM FOR THE
ISSUANCE OF SIMPLE, NON-CONVERTIBLE NOTES, SECURED OR UNSECURED OR
GUARANTEED BY THIRD PARTIES, FOR A MAXIMUM OUTSTANDING AMOUNT OF UP
TO US$ 300,000,000 (THREE HUNDRED MILLION U.S. DOLLARS) OR ITS
EQUIVALENT IN OTHER CURRENCIES, AS APPROVED BY THE
SHAREHOLDERS’ MEETING DATED OCTOBER 31, 2012 (THE
“PROGRAM”) FOR A TERM OF FIVE YEARS OR SUCH LONGER TERM
AS PERMITTED BY THE APPLICABLE LAWS; AND (II) RATIFICATION OF
APPROVAL OF INCREASE IN THE PROGRAM’S MAXIMUM AMOUNT BY AN
ADDITIONAL AMOUNT OF US$ 200,000,000, AS APPROVED BY THE
SHAREHOLDERS’ MEETING DATED OCTOBER 30, 2015.
14. CONSIDERATION
OF (I) DELEGATION TO THE BOARD OF DIRECTORS OF THE BROADEST POWERS
TO IMPLEMENT THE EXTENSION OF THE PROGRAM; (II) RENEWAL OF THE
DELEGATION TO THE BOARD OF DIRECTORS OF THE BROADEST POWERS TO
IMPLEMENT THE INCREASE AND/OR REDUCTION OF THE PROGRAM AMOUNT AND
TO DETERMINE ALL THE PROGRAM’S TERMS AND CONDITIONS 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; (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 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 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. AUTHORIZATIONS
FOR CARRYING OUT REGISTRATION PROCEEDINGS RELATING TO THIS
SHAREHOLDERS’ MEETING BEFORE THE ARGENTINE SECURITIES
COMMISSION AND THE ARGENTINE 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 which should be submitted for deposit at Florida 537 Floor
18, City of Buenos Aires (4323-4000) from 10:00 am to 4:00 pm no
later than October 25, 2017. An acknowledgement of admission to the
Shareholders’ Meeting shall be furnished. Upon dealing with
items 12, 13 and 14, the Shareholders’ Meeting will qualify
as an extraordinary meeting and a 60% quorum will be required.
Pursuant to Section 22, Chapter II, Title II of the CNV Rules (2013
revision) upon registration for attending the meeting, the
shareholders shall provide the following data: first and last name
or full corporate name; identity document type and number in the
case of physical persons, or registration data in the case of
artificial persons, specifying the Register where they are
registered and their jurisdiction and domicile, and indicating
their nature. Identical data shall be furnished by each person who
attends the Shareholders’ Meeting as representative of any
shareholder, including their capacity. Pursuant to the provisions
of Section 24, 25 and 26, Chapter II, Title II of the CNV Rules (RG
687 revision) shareholders who are artificial persons or other
legal vehicles shall identify their final beneficial holders by
providing their full name, nationality, place of residence, date of
birth, identity document or passport, taxpayer registration number
(CUIT), employee registration number (CUIL), or other form of tax
identification, and profession. In the case of artificial persons
organized abroad, the instrument evidencing their registration
pursuant to Sections 118 or 123 of Law No. 19,550, as applicable,
shall be filed in order to attend the meeting. The representation
shall be exercised by the legal representative registered in the
applicable Public Register or a duly appointed agent. If any equity
interests are held by a trust or similar vehicle, a certificate
shall be filed identifying the trust business giving rise to the
transfer, including full name or corporate name, domicile or
establishment, identity document or passport number or data
evidencing registration, authorization or incorporation of the
trustor(s), trustee(s) or persons in equivalent capacities, and
residual beneficiaries and/or beneficiaries or persons in
equivalent capacities, according to the legal system that governed
the act, agreement and/or evidence of registration of the agreement
with the public Register of Commerce, as applicable. If the equity
interests are held by a foundation or similar vehicle, whether
public or private, the same data as those mentioned in the previous
paragraph shall be included with respect to the founder or, if
different, the person who made the contribution or transfer to such
estate. The representation shall be exercised by the person who
manages the estate, in the case of a trust or similar vehicle, and
the person exercising the legal representation in the other cases,
or a duly appointed agent. Eduardo Sergio Elsztain.
Chairman.