Cresud Inc 6-K, filed Sep 7, 2023
Cresud Inc (CRESY)
6-K
2023-09-07
For: 2023-09-07
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Added on
April 07, 2026
About this 6-K
Cresud Inc filed this 6-K on September 7, 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 September, 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 September 7, 2023, filed by
the Company with the Bolsa de Comercio de Buenos Aires and the
Comisión Nacional de Valores.
BUENOS AIRES, ARGENTINA – September 7, 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 virtually on October 5,
2023, at 12:00 p.m. at first call, and at 01:00 p.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.
1.
ALLOCATION OF NET
INCOME FOR THE FISCAL YEAR ENDED JUNE 30, 2023 FOR
ARS 42,835,071,572.79 (FORTY-TWO BILLION EIGHT HUNDRED
THIRTY-FIVE MILLION SEVENTY-ONE THOUSAND FIVE HUNDRED AND
SEVENTY-TWO PESOS WITH 79/100 CENTS), AS FOLLOWS: (I)
ARS 2,141,753,578.64 (TWO BILLION ONE HUNDRED FORTY-ONE
MILLION SEVEN HUNDRED FIFTY-THREE THOUSAND FIVE HUNDRED AND
SEVENTY-EIGHT PESOS WITH 64/100 CENTS) TO THE LEGAL RESERVE, IN
ACCORDANCE WITH THE LAWS IN FORCE; AND (II) THE BALANCE OF
ARS 40,693,317,994.15 (FORTY BILLION SIX HUNDRED NINETY-THREE
MILLION THREE HUNDRED SEVENTEEN THOUSAND NINE HUNDRED AND
NINETY-FOUR PESOS WITH 15/100 CENTS) TO THE DISTRIBUTION OF A
DIVIDEND TO THE SHAREHOLDERS IN PROPORTION TO THEIR SHAREHOLDING
INTERESTS. PAYABLE (i) IN CASH FOR UP TO ARS 22,000,000,000
(TWENTY-TWO BILLION PESOS) AND (ii) IN KIND, THAT IS IN SHARES
ISSUED BY IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA
OWNED BY THE COMPANY AND FOR UP TO AN AMOUNT OF 24,334,124
(TWENTY-FOUR MILLION THREE HUNDRED THIRTY-FOUR THOUSAND ONE HUNDRED
AND TWENTY-FOUR) SHARES. UPON APPLYING THE ADJUSTMENT FOR INFLATION
TO THE COMPANY’S NET INCOME, THE MAXIMUM AMOUNT OF THE
PROPOSED DIVIDEND PAYABLE IN CASH SHALL NOT BE ALTERED. THE
FOLLOWING SHALL BE CONSIDERED FOR THE PURPOSES OF THE FULL PAYMENT
OF THE DIVIDEND: (A) IF THE SUM OF THE VALUE OF THE SHARES TO BE
DELIVERED AS DIVIDEND IN KIND CALCULATED AT THEIR LISTED VALUE AS
OF THE DATE OF THE MEETING PLUS THE DIVIDEND IN CASH EXCEEDS THE
NET INCOME FOR THE YEAR ADJUSTED FOR INFLATION, THE SPECIAL RESERVE
MAY BE REVERSED, ADJUSTED FOR INFLATION AS OF THE DATE OF THE
MEETING, FOR UP TO ARS 34,229,920,662 (THIRTY-FOUR BILLION TWO
HUNDRED TWENTY-NINE MILLION NINE HUNDRED TWENTY THOUSAND SIX
HUNDRED AND SIXTY-TWO PESOS) IN ORDER TO COMPLETE THE DIFFERENCE
PAYABLE, OR (B) IF THE SUM OF THE VALUE OF THE SHARES TO BE
DELIVERED AS DIVIDEND IN KIND CALCULATED AT THEIR LISTED VALUE AS
OF THE DATE OF THE MEETING PLUS THE DIVIDEND IN CASH IS LOWER THAN
THE NET INCOME FOR THE YEAR ADJUSTED FOR INFLATION, SUCH EXCESS NET
INCOME FOR THE YEAR ADJUSTED FOR INFLATION AND NOT DISTRIBUTED MAY
BE ALLOCATED TO SET UP AN OPTIONAL RESERVE.
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 129,128,606 (ONE HUNDRED TWENTY-NINE MILLION ONE HUNDRED
TWENTY-EIGHT THOUSAND SIX HUNDRED AND SIX 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 ACCOUNTANT FOR THE FISCAL YEAR ENDING JUNE 30,
2024.
11.
APPROVAL OF
COMPENSATION PAYABLE TO CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR
ENDED JUNE 30, 2023.
12.
CONSIDERATION OF
THE DISTRIBUTION OF UP TO 5,791,355 (FIVE MILLION SEVEN HUNDRED
NINETY-ONE THOUSAND THREE HUNDRED AND FIFTY-FIVE) OWN SHARES TO THE
SHAREHOLDERS IN PROPORTION TO THEIR HOLDINGS PURSUANT TO THE
PROVISIONS OF SECTION 67 OF LAW NO. 26,831.
13.
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 item 3 (reversal of reserves, if any),
and 12 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 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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September 7,
2023