Cresud Inc 6-K, filed Oct 6, 2023
Cresud Inc (CRESY)
6-K
2023-10-06
For: 2023-10-06
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Added on
July 04, 2026
About this 6-K
Cresud Inc filed this 6-K on October 6, 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 October,
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
Buenos Aires, October 6, 2023 – CRESUD S.A.C.I.F. y A.
(NASDAQ: CRESY, BYMA:CRES), transcribes below a summary of what was
resolved in the Ordinary and Extraordinary General Shareholders'
Meeting held on October 5,2023.
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 The Bank of New York
Mellon ADRS (“BONY”) 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, 2023.
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,
2023.
THIRD
ITEM: ALLOCATION OF NET INCOME FOR THE FISCAL YEAR ENDED JUNE 30,
2023 FOR $ 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)
$ 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 $ 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 $ 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
$ 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.
It was resolved, by
majority vote, to approve the allocation of the net income for the
fiscal year as follows: (I) $ 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, which sum, upon being adjusted, amounts to $
2,561,020,945.02 (two billion five hundred sixty-one million twenty
thousand nine hundred and forty-five pesos with 2/100 cents) in
accordance with the laws in force and, (ii) the balance of
$ 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), which sum, adjusted as of the
date of this meeting, amounts to $48,659,397,955.44 (forty-eight
billion six hundred fifty-nine million three hundred ninety-seven
thousand nine hundred and fifty-five pesos with 44/100 cents), to
the distribution of a dividend to the Shareholders in proportion to
their shareholding interests, payable (i) in cash, in the amount of
$22,000,000,000 (twenty-two billion pesos); (ii)
in kind, that is in shares issued by IRSA Inversiones y
Representaciones Sociedad Anónima (“IRSA”) owned
by the Company and for an amount of 22,090,627 (twenty-two million
ninety thousand six hundred and twenty-seven) shares of a par value
of $10, which amount was adjusted for inflation following the
distribution of fully paid-up shares and the change in the par
value, by means of an exchange ratio whereby each share of $ 1 par
value was equal to 0.90780451408 of $ 10 par value, as of the
closing exchange rate prevailing on October 4, 2023 of $ 644.75 per
share of IRSA; (iii) the balance in the amount of $
12,416,466,197.19 (twelve billion four hundred sixteen million four
hundred sixty-six thousand one hundred and ninety-seven pesos with
19/100 cents) to set up a Reserve for future dividends, delegating
powers to the Board of Directors to allocate the amounts to such
intended use and (iv) by reason of the changes resulting from
adjustments made, to modify and submit to the CNV the Allocations
to Directors updated table, as set forth in Chapter III, Article I,
section 3 of the CNV Rules (2013 Revision).
FOURTH ITEM:
CONSIDERATION OF BOARD OF
DIRECTORS’ PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30,
2023.
It was
resolved, by majority vote, to approve the Board of Directors´
performance for the fiscal year ended June 30, 2023, regarding the
duties discharged by each one of its members and those discharged
by the regular directors also performing tasks as members of the
Audit and Executive Committees formed within the Board, during the
fiscal year ended June 30, 2023.
FIFTH ITEM:
CONSIDERATION OF
SUPERVISORY COMMITTEE’S PERFORMANCE FOR THE FISCAL YEAR ENDED
JUNE 30, 2023.
It
was approved by a majority of votes to distribute the treasury
shares in the portfolio to the Shareholders in proportion to their
holdings, that is the amount of 12,670,512 shares and to authorize
the Board of Directors to implement the distribution of the
indicated shares.
SIXTH ITEM: CONSIDERATION
OF COMPENSATION PAYABLE TO THE BOARD OF DIRECTORS FOR
$ 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.
It was
resolved, by majority vote, to approve: (I) the compensation
payable to the Company´s Board of Directors, in the aggregate
amount of $ 129,128,606 (one hundred twenty-nine million one
hundred twenty-eight thousand six hundred and six pesos) for the
fiscal year ended June 30, 023, for technical and administrative
duties discharged by the directors, which compensation is
commensurate with the reasonableness standards governing
remunerations for the performance of executive tasks and has taken
into account the Board members´ technical and operating skills
and capabilities and their business expertise together with the
commitment with their duties, along with comparable market criteria
for companies of similar standing, all the foregoing in accordance
with the corporate governance practices set forth in the Corporate
Governance Code; and (II) the delegation of authority to the Board
of Directors for it to (i) proceed with the allocation and
distribution thereof in a timely manner in accordance with the
specific tasks performed in due course by its members; (ii) to make
advance payments of monthly fees subject to consideration by the
ensuing Ordinary Shareholders´ Meeting.
SEVENTH ITEM: CONSIDERATION OF COMPENSATION PAYABLE
TO THE SUPERVISORY COMMITTEE FOR $ 8,450,000 (EIGHT MILLION
FOUR HUNDRED AND FIFTY THOUSAND PESOS, ALLOCATED SUM) FOR THE
FISCAL YEAR ENDED JUNE 30, 2023.
It
was resolved, by majority vote, to approve payment to the
Supervisory Committee for duties discharged in the fiscal year
ended June 30, 2023, of the aggregate amount of $8,450,000 (eight
million four hundred and fifty thousand pesos), and to delegate
authority to the Supervisory Committee to make the individual
allocation of the stated amount.
EIGHTH
ITEM: 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.
It was
resolved, by majority vote, to approve that: (i) the number of
regular directors should remain unchanged at 12 (twelve) and that
the number of alternate directors should be fixed at 5 (five); (ii)
the appointment of Messrs. Eduardo Sergio Elsztain, Saúl Zang
and Alejandro Gustavo Casaretto and Mrs. Mariana Renata Carmona as
Regular Directors
should be renewed for a term of three fiscal years, that is, until
June 30, 2026 and (iii) the appointment of Mr. Eduardo Ohan
Kalpakian as Alternate
Director should be renewed for a term of three fiscal years,
that is, until June 30, 2026. It was put on record that elected
regular directors, Messrs. Eduardo Sergio Elsztain, Saúl Zang,
Alejandro Gustavo Casaretto and Mrs. Mariana Renata Carmona and the
elected alternate director Mr. Eduardo Ohan Kalpakian, are
non-independent directors pursuant to the provisions of Section 11,
Article III, Chapter II of the CNV Rules (2013
Revision).
NINTH
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 Mr. Roberto Daniel Murmis and Mmes. Cynthia
Deokmellian and 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. Furthermore, it was motioned to authorize 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 ACCOUNTANT FOR THE FISCAL YEAR ENDING JUNE 30,
2024
It was
resolved, by majority vote, to approve the appointment as
certifying accountants for the fiscal year 2023/2024 of
PRICEWATERHOUSE&Co. member of PriceWaterhouseCoopers, acting
through Mr. Carlos Brondo as Regular Independent Auditor and
Mr. Andrés Suarez as Alternate Independent
Auditor
ELEVENTH
ITEM: APPROVAL OF COMPENSATION PAYABLE TO CERTIFYING ACCOUNTANT FOR
THE FISCAL YEAR ENDED JUNE 30, 2023.
It was
resolved, by majority vote, to approve the compensation payable to
the Certifying Accountants for duties discharged in the fiscal year
ended June 30, 2023 in the amount of $ 78,993,550 (seventy-eight
million nine hundred ninety-three thousand five hundred and fifty
pesos).
TWELFTH
ITEM: 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.
It
was resolved, by majority vote, to approve: (i) the reversal of the
allocation of 5,676,603 treasury shares for the implementation of
an incentive program intended for employees, management members and
directors of the Company and (ii) the distribution of the aggregate
amount of 5,791,355 treasury shares of the Company including the
number of shares specified in paragraph (i) above, to the
Shareholders in proportion to their holdings and (iii) the grant of
authorization to the Board of Directors to implement the
distribution of the above stated shares.
THIRTEENTH
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, Carla Landi, Gaston Di Iorio 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 to be adopted
at the Shareholders´ Meetings 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.
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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October
6,
2023
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Responsible
for the Relationship with the Markets
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