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, 2017
IRSA
Inversiones y Representaciones Sociedad
Anónima
(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)
Bolívar
108
(C1066AAB)
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
⌧
IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD
ANÓNIMA
(THE
“COMPANY”)
REPORT
ON FORM 6-K
Attached is the
English translation of the summary of the letter dated September
28, 2017, filed by the Company with the Bolsa de Comercio de Buenos Aires
and the Comisión Nacional de
Valores.
By
letter dated September 28, 2017, the company reported that
its Board of Directors has resolved to call a
General Ordinary and
Extraordinary Shareholders’ Meeting, to be held on October
31, 2017, at 12:00 noon, at its registered office, Bolívar
108, 1st Floor, City of Buenos Aires.
In addition, notice is given that the following
items, inter alia,
will be dealt with in addition to
those proper of the ordinary shareholders’ meeting regarding
consideration of the balance sheet closed as of June 30,
2017:
-Treatment of amounts paid as personal asset tax levied on
the shareholders.
-Payment
of a cash dividend for up to $1,400,000,000.
-Creation
of a new Global Note Program for the issuance of simple,
non-convertible notes, secured or not, or guaranteed by third
parties, for a maximum outstanding amount of up to
US$ 350,000,000 (three hundred and fifty million US dollars)
(or its equivalent in any other currency) pursuant to the
provisions set forth in the Negotiable Obligations Law No. 23,576,
as amended and supplemented (the “program”) due to the
expiration of the program currently in force.
-Consideration
of (i) delegation to the board of directors of the broadest powers
to determine all the program’s terms and conditions not
expressly approved by the shareholders’ meeting as well as
the time, amount, term, placement method and further terms and
conditions of the various series and/or tranches of notes issued
thereunder; (ii) authorization for the board of directors to (a)
approve, execute, grant and/or deliver any agreement, contract,
document, instrument and/or security related to the creation of the
program and/or the issuance of the various series and/or tranches
of notes thereunder; (b) apply for and secure authorization by the
Argentine Securities Commission to carry out the public offering of
such notes; (c) as applicable, apply for and secure before any
authorized securities market of Argentina and/or abroad the
authorization for listing and trading such notes; and (d) carry out
any proceedings, actions, filings and/or applications related to
the creation of the program and/or the issuance of the various
series and/or tranches of notes under the program; and (iii)
authorization for the board of directors to sub-delegate the powers
and authorizations referred to in items (i) and (ii) above to one
or more of its members.
The
notice of call to the General Ordinary and Extraordinary
Shareholders’ Meeting to be held on October 31, 2017, at
12:00 noon, at the Company’s registered office, Bolívar
108, 1st Floor, City of Buenos Aires is transcribed
below.
IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD
ANÓNIMA
Registered with the Superintendency of Corporations on June 23,
1943 under No. 284, Page 291, Book 46, Volume A, hereby calls its
shareholders to attend a General Ordinary and Extraordinary
Shareholders’ Meeting to be held on October 31, 2017, at
12:00 noon, at its registered office located at Bolívar 108
1st Floor, City of Buenos Aires, to deal with the following
Agenda:
1.
APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE MEETINGS’
MINUTES.
2.
CONSIDERATION OF DOCUMENTS CONTEMPLATED IN SECTION 234, PARAGRAPH
1, OF LAW NO. 19,550 FOR THE FISCAL YEAR ENDED JUNE 30,
2017.
3.
ALLOCATION OF NET INCOME FOR THE FISCAL YEAR ENDED JUNE 30, 2017
FOR $3,481,032,590. PAYMENT OF CASH DIVIDEND FOR UP TO
$1,400,000,000.
4.
CONSIDERATION OF BOARD OF DIRECTORS’ PERFORMANCE FOR THE
FISCAL YEAR ENDED JUNE 30, 2017.
5.
CONSIDERATION OF SUPERVISORY COMMITTEE’S PERFORMANCE FOR THE
FISCAL YEAR ENDED JUNE 30, 2017.
6.
CONSIDERATION OF COMPENSATION FOR $30,848,151 PAYABLE TO THE BOARD
OF DIRECTORS FOR THE FISCAL YEAR ENDED JUNE 30, 2017.
7.
CONSIDERATION OF COMPENSATION FOR $600,000 PAYABLE TO THE
SUPERVISORY COMMITTEE FOR THE FISCAL YEAR ENDED JUNE 30,
2017.
8.
CONSIDERATION OF APPOINTMENT OF REGULAR DIRECTORS AND ALTERNATE
DIRECTORS DUE TO EXPIRATION OF TERM.
9.
APPOINTMENT OF REGULAR AND ALTERNATE MEMBERS OF THE SUPERVISORY
COMMITTEE FOR A TERM OF ONE FISCAL YEAR.
10.
APPROVAL OF COMPENSATION FOR $9,429,573 PAYABLE TO CERTIFYING
ACCOUNTANT FOR THE FISCAL YEAR ENDED JUNE 30,
2017.
11.
APPOINTMENT OF CERTIFYING ACCOUNTANT FOR THE NEXT FISCAL
YEAR.
12.
TREATMENT OF AMOUNTS PAID AS PERSONAL ASSET TAX LEVIED ON THE
SHAREHOLDERS.
13.
CONSIDERATION OF CREATION OF A NEW GLOBAL NOTE PROGRAM FOR THE
ISSUANCE OF SIMPLE, NON-CONVERTIBLE NOTES, SECURED OR NOT, OR
GUARANTEED BY THIRD PARTIES, FOR A MAXIMUM OUTSTANDING AMOUNT OF UP
TO US$ 350,000,000 (THREE HUNDRED AND FIFTY MILLION US
DOLLARS) (OR ITS EQUIVALENT IN ANY OTHER CURRENCY) PURSUANT TO THE
PROVISIONS SET FORTH IN THE NEGOTIABLE OBLIGATIONS LAW NO. 23,576,
AS AMENDED AND SUPPLEMENTED (THE “PROGRAM”) DUE TO THE
EXPIRATION OF THE PROGRAM CURRENTLY IN FORCE.
14.
CONSIDERATION OF (I) DELEGATION TO THE BOARD OF DIRECTORS OF THE
BROADEST POWERS TO DETERMINE ALL THE PROGRAM’S TERMS AND
CONDITIONS NOT EXPRESSLY APPROVED BY THE SHAREHOLDERS’
MEETING AS WELL AS THE TIME, AMOUNT, TERM, PLACEMENT METHOD AND
FURTHER TERMS AND CONDITIONS OF THE VARIOUS SERIES AND/OR TRANCHES
OF NOTES ISSUED THEREUNDER; (II) AUTHORIZATION FOR THE BOARD OF
DIRECTORS TO (A) APPROVE, EXECUTE, GRANT AND/OR DELIVER ANY
AGREEMENT, CONTRACT, DOCUMENT, INSTRUMENT AND/OR SECURITY RELATED
TO THE CREATION OF THE PROGRAM AND/OR THE ISSUANCE OF THE VARIOUS
SERIES AND/OR TRANCHES OF NOTES THEREUNDER; (B) APPLY FOR AND
SECURE AUTHORIZATION BY THE ARGENTINE SECURITIES COMMISSION TO
CARRY OUT THE PUBLIC OFFERING OF SUCH NOTES; (C) AS APPLICABLE,
APPLY FOR AND SECURE BEFORE ANY AUTHORIZED SECURITIES MARKET OF
ARGENTINA AND/OR ABROAD THE AUTHORIZATION FOR LISTING AND TRADING
SUCH NOTES; AND (D) CARRY OUT ANY PROCEEDINGS, ACTIONS, FILINGS
AND/OR APPLICATIONS RELATED TO THE CREATION OF THE PROGRAM AND/OR
THE ISSUANCE OF THE VARIOUS SERIES AND/OR TRANCHES OF NOTES UNDER
THE PROGRAM; AND (III) AUTHORIZATION FOR THE BOARD OF DIRECTORS TO
SUB-DELEGATE THE POWERS AND AUTHORIZATIONS REFERRED TO IN ITEMS (I)
AND (II) ABOVE TO ONE OR MORE OF ITS MEMBERS.
15.
AUTHORIZATIONS FOR CARRYING OUT REGISTRATION PROCEEDINGS RELATING
TO THIS SHAREHOLDERS’ MEETING BEFORE THE ARGENTINE SECURITIES
COMMISSION AND THE ARGENTINE 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 which should be submitted for deposit at Florida 537, Floor
18, City of Buenos Aires (4323-4000) from 10:00 am to 4:00 pm no
later than October 25, 2017. An acknowledgement of admission to the
Shareholders’ Meeting shall be furnished. Upon dealing with
items 12, 13 and 14, the Shareholders’ Meeting will qualify
as an extraordinary meeting and a 60% quorum will be required.
Pursuant to Section 22, Chapter II, Title II of the CNV Rules (2013
revision) upon registration for attending the meeting, the
shareholders shall provide the following data: first and last name
or full corporate name; identity document type and number in the
case of physical persons, or registration data in the case of
artificial persons, specifying the Register where they are
registered and their jurisdiction and domicile, and indicating
their nature. Identical data shall be furnished by each person who
attends the Shareholders’ Meeting as representative of any
shareholder, including their capacity. Pursuant to the provisions
of Section 24, 25 and 26, Chapter II, Title II of the CNV Rules (RG
687 revision) shareholders who are artificial persons or other
legal vehicles shall identify their final beneficial holders by
providing their full name, nationality, place of residence, date of
birth, identity document or passport, taxpayer registration number
(CUIT), employee registration number (CUIL), or other form of tax
identification, and profession. In the case of artificial persons
organized abroad, the instrument evidencing their registration
pursuant to Sections 118 or 123 of Law No. 19,550, as applicable,
shall be filed in order to attend the meeting. The representation
shall be exercised by the legal representative registered in the
applicable Public Register or a duly appointed agent. If any equity
interests are held by a trust or similar vehicle, a certificate
shall be filed identifying the trust business giving rise to the
transfer, including full name or corporate name, domicile or
establishment, identity document or passport number or data
evidencing registration, authorization or incorporation of the
trustor(s), trustee(s) or persons in equivalent capacities, and
residual beneficiaries and/or beneficiaries or persons in
equivalent capacities, according to the legal system that governed
the act, agreement and/or evidence of registration of the agreement
with the public Register of Commerce, as applicable. If the equity
interests are held by a foundation or similar vehicle, whether
public or private, the same data as those mentioned in the previous
paragraph shall be included with respect to the founder or, if
different, the person who made the contribution or transfer to such
estate. The representation shall be exercised by the person who
manages the estate, in the case of a trust or similar vehicle, and
the person exercising the legal representation in the other cases,
or a duly appointed agent. Eduardo Sergio Elsztain.
Chairman.
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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Name: Saúl
Zang
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Title: Responsible
of relationship with the markets
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Dated: September
28, 2017