Irsa Investments & Representations Inc 6-K, filed Sep 26, 2025
Irsa Investments & Representations Inc (IRS)
6-K
2025-09-26
For: 2025-09-26
View Original
Added on
April 08, 2026
About this 6-K
Irsa Investments & Representations Inc filed this 6-K on September 26, 2025.
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, 2025
IRSA
Inversiones y Representaciones Sociedad Anonima
(Exact name of Registrant as specified in its charter)
IRSA
Investments and Representations Inc.
(Translation of registrant´s name into English)
Republic
of Argentina
(Jurisdiction of incorporation or organization)
Carlos
Della Paolera 261 9th Floor
(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 ☐ No
x
IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD ANONIMA
(THE
“COMPANY”)
REPORT
ON FORM 6-K
Buenos Aires,
September 25, 2025 – IRSA Inversiones y Representaciones S.A.
(NYSE:IRS;BYMA:IRSA), resolved to call a
General Ordinary and Extraordinary Shareholders’ Meeting to
be held virtually on October 30, 2025, at 12:30 p.m. at first call,
and at 01:30 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, 2025.
3.
CONSIDERATION OF
THE FINANCIAL RESULT FOR THE FISCAL YEAR ENDED JUNE 30, 2025,
AMOUNTING A PROFIT OF $ 195,677,675,452.86 (ONE HUNDRED NINETY-FIVE
BILLION SIX HUNDRED SEVENTY-SEVEN MILLION SIX HUNDRED SEVENTY-FIVE
THOUSAND FOUR HUNDRED FIFTY-TWO PESOS WITH 86/100). CONSIDERATION
OF THE DISTRIBUTION OF DIVIDENDS PAYABLE IN CASH AND/OR IN KIND FOR
UP TO $ 164,000,000,000 (ONE HUNDRED SIXTY-FOUR BILLION
PESOS).
4.
CONSIDERATION OF
BOARD OF DIRECTORS’ PERFORMANCE FOR THE FISCAL YEAR ENDED
JUNE 30, 2025.
5.
CONSIDERATION OF
SUPERVISORY COMMITTEE’S PERFORMANCE FOR THE FISCAL YEAR ENDED
JUNE 30, 2025. .
6.
CONSIDERATION OF
COMPENSATION PAYABLE TO THE BOARD OF DIRECTORS
$ 18,192,594,071.06 (TOTAL COMPENSATION) IN EXCESS OF ARS
7,988,274,783.50 OVER THE FIVE PERCENT (5%) LIMIT OF ACCRUED
PROFITS PURSUANT TO SECTION 261 OF LAW NO. 19,550 AND RELATED
REGULATIONS, IN VIEW OF THE PROPOSED DIVIDEND
DISTRIBUTION
7.
CONSIDERATION OF
COMPENSATION PAYABLE TO THE SUPERVISORY COMMITTEE FOR
$ 31,559,086 (THIRTY-ONE MILLION FIVE HUNDRED FIFTY-NINE
THOUSAND EIGHTY-SIX PESOS, ALLOCATED SUM) FOR THE FISCAL YEAR ENDED
JUNE 30, 2025.
8.
DETERMINATION OF
THE NUMBER AND APPOINTMENT OF REGULAR DIRECTORS AND ALTERNATE
DIRECTORS, AND DETERMINATION OF THEIR TERMS OF OFFICE FOR 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 ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30,
2026.
11.
APPROVAL OF
COMPENSATION PAYABLE TO CERTIFYING ACCOUNTANTS FOR THE FISCAL YEAR
ENDED JUNE 30, 2025.
12.
TREATMENT OF THE
AMOUNTS PAID AS PERSONAL ASSETS TAX BY THE COMPANY ACTING AS
SUBSTITUTE RESPONSIBLE PARTY ON BEHALF OF THE SHAREHOLDERS.
13.
CONSIDERATION OF
THE SUBSCRIPTION OF AN ADDENDUM TO THE WARRANT AGREEMENT DATED
APRIL 29, 2021, AS AMENDED ON SEPTEMBER 17, 2021 (THE
“WARRANT AGREEMENT”), EXECUTED WITHIN THE FRAMEWORK OF
THE CAPITAL INCREASE AUTHORIZED BY THE ARGENTINE SECURITIES
COMMISSION BASED ON THE ISSUANCE PROSPECTUS PUBLISHED ON APRIL 12,
2021, BETWEEN THE COMPANY AND COMPUTERSHARE, INC. AND COMPUTERSHARE
TRUST COMPANY, N.A., TO INCORPORATE THE POSSIBILITY OF EXERCISING
THE OPTIONS TO SUBSCRIBE SHARES WITHOUT CASH PAYMENT, THROUGH THE
DELIVERY OF SHARES FOR THE DIFFERENTIAL AMOUNT BETWEEN THE EXERCISE
VALUE WITH CASH PAYMENT AND THE EQUIVALENT MARKET VALUE. DELEGATION
TO THE BOARD OF DIRECTORS FOR ITS IMPLEMENTATION WITH THE BROADEST
POWERS.
14.
CONSIDERATION OF
THE ANNUAL BUDGET FOR THE IMPLEMENTATION OF THE AUDIT
COMMITTEE’S ANNUAL PLAN.
15.
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 October 24, 2025 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 October 24, 2025 (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 12 and 13 on the
Agenda, the Shareholders’ Meeting shall qualify as
extraordinary, and a quorum of 60% will be required and 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 IRSA INVERSIONES Y
REPRESENTACIONES SOCIEDAD ANÓNIMA 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 and an extraordinary meeting must be held in second call
to address the corresponding agenda items within the period
established in the referred article and in accordance with the call
provisions stipulated therein.
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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IRSA Inversiones y Representaciones Sociedad
Anónima
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By:
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/s/ Saúl
Zang
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Saúl
Zang
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September
26, 2025
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Responsible for the
Relationship with the Markets
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