Buenos Aires,
October 31, 2025 – 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 30, 2025.
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 Chair.
SECOND
ITEM: CONSIDERATION OF DOCUMENTS CONTEMPLATED IN SECTION 234,
PARAGRAPH 1, OF LAW NO. 19,550 FOR THE FISCAL YEAR ENDED JUNE 30,
2025.
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,
2025.
THIRD
ITEM: ALLOCATION OF
NET INCOME FOR THE FISCAL YEAR ENDED JUNE 30, 2025 FOR $
75,608,298,323.55 (SEVENTY-FIVE BILLION SIX HUNDRED EIGHT MILLION
TWO HUNDRED NINETY-EIGHT THOUSAND THREE HUNDRED TWENTY-THREE PESOS
WITH 55/100 CENTS), AND CONSIDERATION OF UNALLOCATED RESULTS FROM
PREVIOUS FISCAL YEARS FOR $ 19,480,344,053.25 (NINETEEN BILLION
FOUR HUNDRED EIGHTY MILLION THREE HUNDRED FORTY-FOUR THOUSAND
FIFTY-THREE PESOS WITH 25/100 CENTS). CONSIDERATION OF THE
DISTRIBUTION OF DIVIDENDS PAYABLE IN CASH AND/OR IN KIND FOR UP TO
$ 88,500,000,000 (EIGHTY-EIGHT BILLION FIVE HUNDRED MILLION
PESOS).
It was resolved, by majority vote, that from the net income
for the fiscal year, which amounted to ARS 75,608,298,323.55
(seventy-five billion six hundred eight million two hundred
ninety-eight thousand three hundred twenty-three pesos with
fifty-five cents) and which, restated as of the date of the
Meeting, amounts to ARS 80,120,804,734.51 (eighty billion one
hundred twenty million eight hundred four thousand seven hundred
thirty-four pesos with fifty-one cents), together with the
unallocated retained earnings amounting to ARS 19,480,344,053.25
(nineteen billion four hundred eighty million three hundred
forty-four thousand fifty-three pesos with twenty-five cents),
which, restated according to the index mentioned, amount to ARS
20,642,983,331.97 (twenty billion six hundred forty-two million
nine hundred eighty-three thousand three hundred thirty-one pesos
with ninety-seven cents): (I) That 5% (five
percent) of the restated net income for the fiscal year and the
restated unallocated retained earnings from prior years, amounting
to ARS 5,038,189,403.32 (five billion thirty-eight million one
hundred eighty-nine thousand four hundred three pesos with
thirty-two cents), be allocated to the legal reserve. (II) That a
dividend be distributed to the shareholders in proportion to their
shareholdings, based on the total amount of the restated
unallocated retained earnings from prior years and the restated net
income for the fiscal year, in the sum of ARS 88,500,000,000
(eightyeight billion five hundred million pesos), which, restated
according to the index previously mentioned by the Chair, amounts
to ARS 93,781,917,808.30 (ninety-three billion seven hundred
eighty-one million nine hundred seventeen thousand eight hundred
eight pesos with thirty cents), allocating: (i) the restated amount
of ARS 65,079,917,808.30 (sixty-five billion seventy-nine million
nine hundred seventeen thousand eight hundred eight pesos with
thirty cents) to the distribution of a cash dividend; and (ii) the
remaining restated amount of ARS 28,702,000,000.00 (twenty-eight
billion seven hundred two million pesos) to the distribution of a
dividend in kind, consisting of 12,700,000 (twelve million seven
hundred thousand) ordinary shares of IRSA Inversiones y
Representaciones Sociedad Anónima (“IRSA”), held
by the Company, with a par value of ARS 10 each, based on the
closing market price of ARS 2,260.00 per IRSA ordinary share on
October 29, 2025, delegating to the Board of Directors the
implementation of its payment within the legal time limits. (III)
That the remaining balance of the net income for the fiscal year
and the unallocated retained earnings from prior years, after
deducting the legal reserve and the dividend, amounting to ARS
1,943,680,854.86 (one billion nine hundred forty-three million six
hundred eighty thousand eight hundred fifty-four pesos with
eighty-six cents), be allocated to a discretionary reserve called
“special reserve”, which may be used for future
dividend distributions, share repurchases, and/or new projects
related to the Company’s business plan, delegating to the
Board of Directors the timing of its implementation based on the
aforementioned purposes and, if applicable, the payment thereof in
case a dividend distribution is decided.
FOURTH
ITEM: CONSIDERATION OF BOARD OF DIRECTORS’
PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30,
2025.
It was
resolved, by majority vote, to approve the performance of the Board
of Directors for the fiscal year ended June 30, 2025, with respect
to each of its members, as well as the performance of the Regular
Directors who also serve as members of the Audit and Executive
Committees, for the activities carried out during the fiscal year
under consideration, taking into account the legal abstentions, as
applicable.
FIFTH
ITEM: CONSIDERATION OF SUPERVISORY COMMITTEE’S
PERFORMANCE FOR THE FISCAL YEAR
ENDED JUNE 30, 2025.
It
was resolved, by majority vote, to approve the performance of the
Supervisory Committee for the fiscal year under
consideration.
SIXTH
ITEM: CONSIDERATION OF COMPENSATION PAYABLE TO THE
BOARD OF DIRECTORS FOR $ 686,090,660.27 (SIX HUNDRED EIGHTY-SIX
MILLION NINETY THOUSAND SIX HUNDRED SIXTY PESOS WITH 27/100 CENTS)
FOR THE FISCAL YEAR ENDED JUNE 30, 2025.
It
was resolved, by majority vote: (i) to approve the compensation of
the Board of Directors for a total amount of ARS 686,090,660.27
(six hundred eighty-six million ninety thousand six hundred sixty
pesos with twenty-seven cents) corresponding to the fiscal year
ended June 30, 2025. Such compensation includes technical and
administrative functions performed by the Directors and is
consistent with reasonable standards for executive compensation,
taking into account the technical, operational, and business
expertise of the Board members, their commitment to their duties,
and comparable market practices in companies of similar size, all
in accordance with the corporate governance practices established
in the Company’s Corporate Governance Code; and (ii) to
authorize the Board of Directors to (i) proceed with the timely
allocation and distribution of such compensation in accordance with
the specific duties performed by its members, and (ii) make monthly
advance payments of directors’ fees, ad referendum of the
next Ordinary Shareholders’ Meeting.
SEVENTH
ITEM: 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.
It
was resolved, by majority vote, to pay the Supervisory Committee a
total amount of ARS 31,559,086 (thirty-one million five hundred
fifty-nine thousand eighty-six pesos) for the tasks performed
during the fiscal year under consideration, i.e., as of June 30,
2025, delegating to the Supervisory Committee itself the individual
allocation of such 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: (i) to maintain at twelve (12) the
number of Regular Directors and to maintain at five (5) the number
of Alternate Directors; (ii) to renew the appointments of Messrs.
Alejandro Gustavo Elsztain, Fernando Adrián Elsztain,
Alejandro Mario Bartolomé, and Ms. María Gabriela Macagni
as Regular Directors for a three-year term, i.e., until June 30,
2028; and (iii) to renew the appointments of Messrs. Ilan Ariel
Elsztain and Iair Manuel Elsztain as Alternate Directors 4 for a
three-year term, i.e., until June 30, 2028. It is hereby recorded
that Messrs. Alejandro Mario Bartolomé and María Gabriela
Macagni, Regular Directors, qualify as independent, and Messrs.
Alejandro Gustavo Elsztain, Fernando Adrián Elsztain, Ilan
Ariel Elsztain, and Iair Manuel Elsztain, Directors, qualify as
non-independent, all in accordance with Section 11, Chapter III,
Title II of CNV rules (2013 revision).
NINETH
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 the appointment, as
certifying accountants for the fiscal year ending June 30, 2026, of
PRICEWATERHOUSE & Co., member firm of PricewaterhouseCoopers,
with Mr. Martín Barbafina as regular external auditor and Mr.
Andrés Suárez as alternate external auditor.
TENTH
ITEM: APPOINTMENT OF
CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR ENDING JUNE 30,
2026.
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: APPROVAL OF COMPENSATION PAYABLE TO
CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR ENDED JUNE 30,
2025.
It
was resolved, by majority vote, to approve fees in the amount of
ARS 477,976,172 (four hundred seventy-seven million nine hundred
seventy-six thousand one hundred seventy-two pesos) for the tasks
performed by the certifying accountants for the fiscal year ended
June 30, 2025.
TWELFTH
ITEM: TREATMENT
OF THE AMOUNTS PAID AS PERSONAL ASSETS TAX BY THE COMPANY ACTING AS
SUBSTITUTE RESPONSIBLE PARTY ON BEHALF OF THE
SHAREHOLDERS.
It
was resolved, by majority vote, that the amounts previously paid by
the Company as substitute taxpayer on behalf of the shareholders,
totaling ARS 3,051,853,027.66 (three billion fifty-one million
eight hundred fifty-three thousand twenty-seven pesos with
sixty-six cents), be fully absorbed by the Company.
THIRTEENTH
ITEM: CONSIDERATION OF THE SUBSCRIPTION OF AN
ADDENDUM TO THE WARRANT AGREEMENT DATED FEBRUARY 24, 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 FEBRUARY 18, 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.
It
was resolved, by majority vote, to approve: (i) the execution of an
addendum to the Warrant Agreement introducing the cashless exercise
alternative (except for the payment of the par value of the
shares), that is, allowing the delivery of shares for an amount
equal to the difference between the exercise price of such options
with cash payment and the equivalent market value of the shares,
net of the payment of their par value. The purpose of this
amendment is to include an additional exercise alternative for the
warrant holders, under which no cash payment is required (except
for the payment of the par value of the shares). This alternative
implies a lower number of shares to be issued by the Company if
investors choose to exercise their options in this manner, thus
resulting in less dilution for the other shareholders of the
Company due to the exercise of such options under this modality. It
is expressly stated that the inclusion of the cashless exercise
alternative (except for the payment of the par value of the shares)
does not affect the right of the beneficiaries to exercise their
options through the other methods provided for in the Warrant
Agreement but rather is added as an additional alternative. It is
also recorded that the proposed modality does not affect the
economic rights of the other shareholders. This alternative also
avoids an increased trading volume and fluctuations in the prices
of the Company’s warrants and shares that could otherwise
arise from arbitrage opportunities or share sales made to fund the
exercise of options, which might negatively affect their market
quotations; and (ii) to delegate to the Board of Directors of the
Company and/or to such persons as it may designate, the
implementation of the necessary amendments to the Warrant
Agreement, the establishment of the terms for the exercise of the
options under this modality, the determination of the exercise
methodology based on market conditions, and the execution of all
actions, negotiations, and/or the setting of any other terms and
conditions that may be necessary or advisable for the
implementation of the proposed process.
FOURTEENTH
ITEM: CONSIDERATION OF THE DISTRIBUTION OF UP TO
5,300,000 (FIVE MILLION THREE HUNDRED THOUSAND) 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 the distribution of
5,300,000 treasury shares with a par value of ARS 1 each, acquired
through the Company’s share repurchase programs, to be
distributed among the shareholders in proportion to their
shareholdings, and to authorize the Board of Directors, with the
broadest powers, to implement the distribution of the
aforementioned shares.
FITHTEENTH
ITEM: CONSIDERATION OF THE ANNUAL BUDGET FOR THE
IMPLEMENTATION OF THE AUDIT COMMITTEE’S ANNUAL
PLAN.
It
was resolved, by majority vote, to approve a budget of ARS
2,400,000 (two million four hundred thousand pesos) for the
implementation of the Annual Plan of the Company’s Audit
Committee.
SIXTEENTH
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 and
Nadia Dib, Drs. Gastón Di Iorio, Luis Lario Perfetto 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 adopted at this
Shareholders’ Meeting 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.
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