Cresud Inc 6-K, filed Mar 24, 2023
Cresud Inc (CRESY)
6-K
2023-03-24
For: 2023-03-23
View Original
Added on
July 04, 2026
About this 6-K
Cresud Inc filed this 6-K on March 24, 2023.
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 March, 2023
Cresud
Sociedad Anónima, Comercial,
Inmobiliaria,
Financiera y
Agropecuaria
(Exact name of Registrant as specified in its
charter)
Cresud Inc.
(Translation of registrant´s name into
English)
Republic
of Argentina
(Jurisdiction of incorporation or organization)
Carlos
Della Paolera 261
(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 o No
x
CRESUD
S.A.C.I.F. and A.
(THE
“COMPANY”)
REPORT
ON FORM 6-K
Attached is an
English translation of the letter dated March 23, 2023, filed by
the Company with the Bolsa de Comercio de Buenos Aires and the
Comisión Nacional de Valores.
BUENOS AIRES, ARGENTINA – March 23, 2023 – Cresud
Sociedad Anónima Comercial, Inmobiliaria, Financiera y
Agropecuaria (the “Company”) (NASDAQ: CRESY,
BYMA:CRES), reported that
its board of directors has resolved to call a general
ordinary and extraordinary shareholders’ meeting to be
held on April 27, 2023, at 11:00 a.m. at first call and
at 12:00 noon at second call, to be held remotely, according to the
following agenda:
1.
Appointment of two
shareholders to sign the meeting’s minutes.
2.
Consideration of
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
USD 500,000,000 (five 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.
3.
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, 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.
4.
Consideration of
distribution of a dividend for up to ARS 9,500,000,000 (nine
billion five hundred million pesos) payable in cash and/or in kind,
charged to the optional reserve set up by resolution of the
shareholders’ meeting dated October 28, 2022, on the income
for the fiscal year ended June 30, 2022.
5.
Consideration of
the allocation of up to 12,670,512 (twelve million six hundred
seventy thousand five hundred and twelve) own shares to the
shareholders ratably according to their interests, as provided in
section 67 of law 26,831.
6.
Authorization to
carry out registration proceedings relating to this
shareholders’ meeting before the Argentine Securities
Commission.
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 April 21, 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 April 21, 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. 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.
It should be noted that upon dealing with items 2, 3 and 5 on the
Agenda, the Shareholders’ Meeting shall qualify as
extraordinary, and a quorum of 60% will be required. 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
Cresud S.A.C.I.F y A. 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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Cresud
Sociedad Anónima, Comercial, Inmobiliaria, Financiera y
Agropecuaria
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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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March 23,
2023