Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
September 12 2024 - 11:26AM
Edgar (US Regulatory)
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, 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 September 11, 2024, filed
by the Company with the Bolsa de Comercio de Buenos Aires and the
Comisión Nacional de Valores.
BUENOS AIRES, ARGENTINA – September 11, 2024 – 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 28,
2024, at 02:00 p.m. at first call, and at 03:00 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.
ALLOCATION OF NET
INCOME FOR THE FISCAL YEAR ENDED JUNE 30, 2023 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.
4.
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.
5.
CONSIDERATION OF
BOARD OF DIRECTORS’ PERFORMANCE FOR THE FISCAL YEAR ENDED
JUNE 30, 2024.
6.
CONSIDERATION OF
SUPERVISORY COMMITTEE’S PERFORMANCE FOR THE FISCAL YEAR ENDED
JUNE 30, 2024.
7.
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).
8.
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.
9.
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.
10.
APPOINTMENT OF
REGULAR AND ALTERNATE MEMBERS OF THE SUPERVISORY COMMITTEE FOR A
TERM OF ONE FISCAL YEAR.
11.
APPOINTMENT OF
CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR ENDING JUNE 30,
2025.
12.
APPROVAL OF
COMPENSATION PAYABLE TO CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR
ENDED JUNE 30, 2024.
13.
RATIFICATION OF THE
CASH DIVIDEND DISTRIBUTION MADE ON MAY 2, 2024, THROUGH THE
REVERSAL OF RESERVES.
14.
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.
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 September 22, 2024, 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 22, 2024 (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 item 4, 13 and 14 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 and an
extraordinary meeting must be held in second call to address the
corresponding agenda items within the period established in the
cited 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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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 12,
2024
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