Cresud Inc 6-K, filed Oct 29, 2024
Cresud Inc (CRESY)
6-K
2024-10-29
For: 2024-10-29
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Added on
April 07, 2026
About this 6-K
Cresud Inc filed this 6-K on October 29, 2024.
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, 2024
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 October 29, 2024, filed by
the Company with the Bolsa de Comercio de Buenos Aires and the
Comisión Nacional de Valores.
Buenos Aires,
October 29, 2024 – 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 28, 2024.
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,
2024.
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,
2024.
THIRD
ITEM: ALLOCATION OF NET INCOME FOR THE FISCAL YEAR ENDED JUNE 30,
2024 FOR $ 70,798,841,928.31 (SEVENTY BILLION SEVEN HUNDRED
NINETY-EIGHT MILLION EIGHT HUNDRED FORTY-ONE THOUSAND NINE HUNDRED
TWENTY-EIGHT PESOS WITH 31/100 CENTS), AS FOLLOWS:
(I)
$ 3,539,942,096.42 (THREE BILLION FIVE HUNDRED THIRTY-NINE
MILLION NINE HUNDRED FORTY-TWO THOUSAND NINETY-SIX PESOS WITH
42/100 CENTS) TO THE LEGAL RESERVE; (II) DISTRIBUTION OF DIVIDENDS
PAYABLE IN CASH AND/OR IN KIND FOR UP TO $ 45,000,000,000
(FORTY-FIVE BILLION PESOS) DELEGATING TO THE BOARD OF DIRECTORS OF
THE COMPANY TO DETERMINE THE PROPORTION OF DIVIDENDS TO BE PAID IN
CASH AND/OR IN KIND. (III) THE BALANCE TO THE VOLUNTARY RESERVE TO
BE APPLIED TO SPECIFIC PURPOSES (FUTURE DIVIDENDS,
SHARE
BUYBACK,
AND/OR PROJECTS RELATED TO THE COMPANY'S BUSINESS PLAN), DELEGATING
TO THE COMPANY'S BOARD OF DIRECTORS ITS APPLICATION AND
DISPOSITION.
It was
resolved, by majority vote, to approve the allocation of the net
income for the fiscal year as follows: (i) $3,539,942,096.42 (three
billion five hundred thirty-nine million nine hundred forty-two
thousand ninety-six pesos with 42/100 cents) to the legal reserve,
which sum, upon being adjusted, amounts to $3.969.373.092,99 (three
billion nine hundred
sixty-nine million
three hundred seventy-three thousand ninety-two pesos with ninety
nine cents); (ii) distribution of dividends payable in cash and/or
in kind for up to $ 45,000,000,000 (forty-five billion pesos)
delegating to the board of directors of the company to determine
the proportion of dividends to be paid in cash and/or in kind and
the implementation
of its
payment within legal deadlines; (iii) the remaining balance in the
amount of $22,258,899,831.89 (twenty-two billion two hundred
fifty-eight million eight hundred ninety-nine thousand eight
hundred thirty-one pesos and eighty-nine cents), which sum, upon
being adjusted, amounts to $30,418,088,766.80 (thirty billion four
hundred eighteen million
eighty-eight
thousand seven hundred sixty-six pesos and eighty cents), to the
integration of the voluntary reserve designated as “Special
Reserve” to be allocated to specific purposes such as future
dividends, share buybacks, and/or projects related to the
company’s business plan, with authority delegated to the
Company’s Board of Directors for its use, application, and/or
disposal in future fiscal years, all of which is considered in
light of the purposes of reasonableness and prudent management of
business set forth in Articles 66 subsection 3 and 70 of Law
19,550.
FOURTH
ITEM: CONSIDERATION OF THE REALLOCATION OF THE EXISTING VOLUNTARY
RESERVES AS OF JUNE 30, 2024, AND DELEGATION OF THEIR APPLICATION
AND DISPOSITION TO THE BOARD OF DIRECTORS OF THE
COMPANY.
It was
resolved by majority vote (i) to reallocate the existing voluntary
reserves as of June 30, 2024, according to the financial statements
on that date, designated as "Reserve for Future Dividends" in the
amount of $27.595.258.853,11 (twenty-seven million billion five
hundred ninety-five million two hundred fifty-eight thousand eight
hundred fifty-three pesos and eleven cents) which sum, upon being
adjusted, amounts to $30.942.844.544,42 (thirty billion nine
hundred forty-two million eight hundred forty-four thousand five
hundred forty-four pesos and forty-two cents) to the existent
voluntary reserve designated as “Special Reserve”. This
allocation, combine with the allocation with the remaining net
income as per the previous item on the agenda and the balance as of
June 30, 2024 amounting $131.647.813.947,23 (one hundred thirty-one
billion six hundred forty-seven million eight hundred thirteen
thousand nine hundred forty-seven pesos and twenty-three cents),
which sum, upon being adjusted, amounts to $147.618.033.346,42 (one
hundred forty-seven billion six hundred eighteen million
thirty-three thousand three hundred forty-six pesos and forty-two
cents), shall collectively total a restated amount of
$208.978.966.657,64 (two hundred eight billion nine hundred
seventy-eight million nine hundred sixty-six thousand six hundred
fifty-seven pesos and sixty-four cents); and (ii) propose that the
specific purpose of this Special Reserve may be for future
distribution of dividends, share buybacks, and/or new projects
related to the company’s business plan, delegating to the
board of directors the authority over its use, disposal, and/or
application in future fiscal years, in line with the prudent and
reasonable management of the company as has been conducted in
recent years, all in accordance with the provisions of articles 66
subsection 3 and 70 of Law 19,550.
FIFTH
ITEM: CONSIDERATION OF BOARD OF DIRECTORS’ PERFORMANCE FOR
THE FISCAL YEAR ENDED JUNE 30, 2024.
It was
resolved, by majority vote, to approve the board of
Directors’ performance for the fiscal year ended June 30,
2024, 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, 2024.
SIXTH
ITEM: CONSIDERATION OF SUPERVISORY COMMITTEE’S PERFORMANCE
FOR THE FISCAL YEAR ENDED JUNE 30, 2024.
It was
resolved, by majority vote, to approve the supervisory
committee’s performance for the fiscal year ended June 30,
2024.
SEVENTH
ITEM: CONSIDERATION OF COMPENSATION PAYABLE TO THE BOARD OF
DIRECTORS FOR $ 373,231,135.93 (THREE HUNDRED SEVENTY-THREE
MILLION TWO HUNDRED THIRTY-ONE THOUSAND ONE HUNDRED THIRTY-FIVE
PESOS WITH 93/100 CENTS).
It was
resolved, by majority vote, to approve: (i) the compensation
payable to the company’s board of directors, in the aggregate
amount of $ 373,231,135.93 (three hundred seventy-three
million two hundred thirty-one thousand one hundred thirty-five
pesos with 93/100 cents) for the fiscal year ended June 30, 2024,
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 and, 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; and (ii) to
make advance payments of monthly fees subject to consideration by
the ensuing ordinary shareholders’ meeting.
EIGHTH
ITEM: CONSIDERATION OF COMPENSATION PAYABLE TO THE SUPERVISORY
COMMITTEE FOR $ 16,876,719 (SIXTEEN MILLION EIGHT HUNDRED
SEVENTY-SIX THOUSAND SEVEN HUNDRED NINETEEN PESOS, ALLOCATED SUM)
FOR THE FISCAL YEAR ENDED JUNE 30, 2024.
It was
resolved, by majority vote, to approve payment to the supervisory
committee for duties discharged in the fiscal year ended June 30,
2024, of the aggregate amount of $ 16,876,719 (sixteen million
eight hundred seventy-six thousand seven hundred nineteen pesos),
and to delegate authority to the supervisory committee to make the
individual allocation of the stated amount.
NINETH
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. Jorge Oscar Fernández; Liliana
Irene Glikin; Nicolás Bendersky and Enrique Alberto Antonini
as regular directors should be renewed for a term of three fiscal
years, that is, until June 30, 2027 and (iii) the appointment of
Messrs. Gabriel Adolfo Gregorio Reznik and Pedro Dámaso
Labaqui Palacios as alternate directors should be renewed for a
term of three fiscal years, that is, until June 30, 2027.
It was put on record
that elected regular directors, Messrs. Jorge Oscar Fernández,
Nicolás Bendersky, Gabriel Adolfo Gregorio Reznik and Pedro
Dámaso Labaqui Palacios are non-independent directors pursuant
to the provisions of section 11, article III, chapter II of the CNV
rules (2013 revision) and Messrs. Enrique Alberto Antonini and
Liliana Irene Glikin are independent directors pursuant to the
provisions of section 11, article iii, chapter ii of the CNV rules
(2013 revision).
TENTH
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 Andrea 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 and (ii) that authorization
be granted to 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.
ELEVENTH
ITEM: APPOINTMENT OF CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR
ENDING JUNE 30, 2025.
It was
resolved, by majority vote, to approve the appointment as
certifying accountants for the fiscal year 2024/2025 of the firm
PricewaterhouseCoopers. Member of PricewaterhouseCoopers, acting
through Mr. Carlos Brondo as regular independent auditor and Mr.
Andrés Suarez as alternate independent auditor.
TWELFTH
ITEM: APPROVAL OF COMPENSATION PAYABLE TO CERTIFYING
ACCOUNTANT FOR THE FISCAL YEAR ENDED JUNE 30, 2024.
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, 2024, in the amount of $314.787.577 (three hundred
fourteen million seven hundred eighty-seven thousand five hundred
seventy-seven pesos)
THIRTEENTH
ITEM: RATIFICATION OF THE CASH DIVIDEND DISTRIBUTION MADE ON MAY 2,
2024, THROUGH THE REVERSAL OF RESERVES.
It was
resolved by majority vote to ratify in all respects the cash
dividend distribution in the amount of $30,000,000,000 (thirty
billion pesos), resolved by the board of directors on May 2, 2024,
carried out within the framework of the delegations made by the
ordinary and extraordinary general meeting held on October 5, 2023,
through the partial release of the voluntary reserve designated as
“Reserve for Future Dividends”, based on the financial
statements as of June 30, 2023, restated in accordance with the
latest consumer price index published by INDEC as of March 31,
2024.
FOURTEENTH
ITEM: CONSIDERATION OF THE REQUEST FOR ISSUANCE AND COMPLEMENTARY
PUBLIC OFFERING OF COMMON SHARES DUE TO THE ADJUSTMENT IN THE
NUMBER OF SHARES TO WHICH THE OPTIONS ISSUED UNDER THE CAPITAL
INCREASE AUTHORIZED BY RESOLUTION NO. RESFC-2021-20969-2021
APN-DIR#CNV DATED FEBRUARY 8, 2021, OF THE ARGENTINE SECURITIES
COMMISSION ARE ENTITLED TO. DELEGATION TO THE BOARD OF DIRECTORS
FOR ITS IMPLEMENTATION WITH THE BROADEST POWERS.
It was
resolved by majority vote to:
(i)
request the issuance and public offering of additional common
shares, supplementary to those authorized by resolution no.
RESFC-2021-20969-2021 APN-DIR#CNV dated February 8, 2021, of the
Argentine Securities Commission (“CNV”), within the
framework of the capital increase through subscription of shares
approved by the shareholders’ meeting dated October 30, 2019,
and by the board of directors dated January 20, 2021, for a total
of 90,000,000 shares with a nominal value of $1 and one vote per
share, along with 90,000,000 options with rights to receive common
shares, reaching a total of up to 180,000,000 shares to be issued
in aggregate.
(ii)
delegate to the company’s board of directors the authority to
set all terms and conditions for the issuance and public offering
of additional shares as required to fulfill the delivery of shares
in the framework of the exercise of option holders’ rights,
with the power to subdelegate to one or more directors, officers of
the company, or other persons authorized by the board, in
accordance with applicable regulations, including, without
limitation, the following powers, as applicable: (i) determining
the total number of shares necessary to fulfill the conversion of
options into shares according to the conversion mechanisms set
forth in the prospectus published on February 12, 2021; (ii)
requesting authorization for the public offering and listing of
shares derived from the exercise of options issued with the CNV and
listing and/or trading on authorized stock exchanges and/or
securities markets within the country and/or abroad, with the
authority to request all public offering authorizations of other
types from the CNV, the United States Securities and Exchange
Commission (“SEC”), and/or other similar bodies within
or outside the country; (iii) extending and/or adjusting and/or
amending the existing american depositary receipts program as of
the date between the company and the Bank of New York Mellon as
depositary, representing american depositary shares, and delegating
to the board of directors the determination of the terms,
conditions, and scope of such program and/or entering into a new
depositary program with a new depositary and delegating to the
board of directors to agree upon the terms, conditions, and scope
of said program; (iv) preparing and signing preliminary and final
versions of the instruments required to be submitted to the CNV,
the SEC, and/or other similar
bodies
and/or authorized securities markets, in all cases within or
outside the country; and (v) signing all necessary documents to
implement the issuance of the additional shares, along with
performing all related acts necessary to comply with the provisions
set forth in the issuance prospectus published on February 24,
2021, in relation to the capital increase through subscription,
with the broadest powers.
FITHTEENTH
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, Gaston Di Iorio and Gonzalo Sifon 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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Responsible
for the Relationship with the Markets
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October 29,
2024