13. | Allocation of the budget to the Audit Committee in the terms of section 110 of the Capital Markets Law No. 26,831, to obtain legal advice and advice from other independent professional and hire their services |
The Board of Directors proposes that a budget of AR$10.520.000 be allocated to the Audit Committee, in order to be used for the payment of professional consulting, advising, legal or training services during the fiscal year to end on December 31, 2023.
14. | Reform Section 14 bis of the Company’s Bylaws. Issuance of an ordered text of the Companys´ Bylaws. |
The Board of Directors proposes the reform of Section 14 Bis of the Company’s Bylaws in order to comply with Capital Markets Law 26,831 and CNV General Resolution No. 939/2022. In this sense, it is proposed to modify said article in the terms indicated below, and as required to the Company by the CNV through notification dated March 27, 2023:
(i)In all cases where the word "members" is mentioned, replace it with "shareholders, their representatives, and other participants", as appropriate in each paragraph, and as provided for in R.G. No. 939/2022;
(ii) Where it is indicated that the minutes will be signed "by the members present and by the representative of the Supervisory Committee, as provided for in art. 61 of Law 26,831…” replace with a paragraph that contemplates that the minutes will be signed “by the President, by the partners designated for this purpose, and a representative of the supervisory body, in accordance with current regulations”;
(iii) Eliminate the phrase that reads "Members who have participated remotely may sign the minutes, without the omission to do so affecting the validity of the meeting and the resolutions adopted in it";
(iv) Add a paragraph that establishes that "In the event of holding virtual meetings, the provisions of current regulations will be fully complied."
(v) Clarify specifically that the shareholder who wishes to participate in person at the corporate headquarters must be assured that they can do so.
By virtue of the changes indicated above, it is proposed that Section 14 bis be drafted in accordance with the following detail:
Art. 14 bis. The meeting may function with the shareholders, their representatives, and other participants present or communicated among themselves, by other means of simultaneous transmission of sound, images, and words. For the purposes of determining the quorum, the shareholders present and those who participate remotely, through the technological means specified above, may be found inside or outside the country. The minutes of the meeting where shareholders, their representatives, and other participants meet under the concepts described above, will be prepared and signed within five days of the meeting, by the President, by the partners designated for this purpose, and a representative of the body control, in accordance with current regulations. The minutes will record the statements of the shareholders, their representatives, and other participants present and those who are at a distance, as well as their votes in relation to each resolution adopted. The Supervisory Committee, through its representatives at the assembly meeting, must record in the minutes the names of the shareholders, their representatives, and other participants who have participated remotely and the regularity of the decisions adopted. In the event of holding meetings remotely, the provisions of current regulations will be fully complied with, and the shareholder who wishes to participate in person at the corporate headquarters must be assured that they can do so.
15. Authorizations