Extraordinary Shareholders' Meeting

Additional information

Below, the Company presents more information to its shareholders on each of the items on the agenda to be discussed at the Extraordinary General Meeting on December 22, 2021. It is very important for the Company to have the vote of all its shareholders.

1. APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE MEETING'S MINUTES.

Shareholders must choose two representatives among those shareholders taking part in the meeting to approve and sign the meeting's minute jointly with the president.

2. CONSIDERATION OF MERGER BY ABSORPTION BETWEEN IRSA INVERSIONES

Y REPRESENTACIONES SOCEIDAD ANÓNIMA ("IRSA"), AS MERGING COMPANY AND IRSA PROPIEDADES COMERCIALES S.A. ("IRSA PC"), AS MERGED COMPANY,

PURSUANT TO THE TERMS OF SECTION 82 AND SUBSEQUENTS OF ARGENTINE COMPANIES ACT AND SECTION 80 AND SUBSEQUENTS OF INCOME TAX LAW # 20,628. CONSIDERATION OF SPECIAL MERGER FINANCIAL STATEMENTS OF IRSA PC AS OF

JUNE 30, 2021 AND SUPERVISORY COMMITTEE'S AND AUDITOR'S REPORTS. CONSIDERATION OF PRELIMINARY MERGER AGREEMENT WITH IRSA DATED SEPTEMBER 30, 2021, CONSIDERATION OF EARLY DISSOLUTION OF IRSA PC (WITHOUT LIQUIDATION) AS A RESULT OF ITS MERGER INTO IRSA. APPOINTMENT OF

IRSA PC'S REPRESENTATIVES OR AGENTS WHO SHALL EXECUTE AND DELIVER THE FINAL MERGER AGREEMENT. DELEGATION TO THE BOARD OF DIRECTORS OF THE POWERS REQUIRED TO IMPLEMENT THE REGISTRATION OF THE DISSOLUTION (WITHOUT LIQUIDATION) BEFORE THE CONTROL AUTHORITIES AND ANY OTHER RELEVANT REGISTRATION.

On September 30, 2021, IRSA & IRSA Propiedades Comerciales Boards of Directors approved the preliminary merger agreement between both companies and the corresponding special financial statements as of June 30, 2021, initiating the corporate reorganization procedure under the terms of art. 82 et seq. of the General Law of Companies. The merger procedure has particular characteristics given that both companies are included in the public offering regime, reason why, not only apply the current provisions of the General Law of Companies but also the procedures established regarding reorganization of companies under the Regulations of the "Comisión Nacional de Valores" (National Securities Commission) and the markets, both national and foreign, where their shares are listed.

The Merger is carried out in order to streamline the technical, administrative, operational and economic resources of both Companies, standing out among others: (a) the operation and maintenance of a single transactional information system and centralization of the entire

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accounting registration process; (b) presentation of a single financial statement to the different control agencies with the consequent cost savings in accounting and advisory fees, tariffs and other related expenses; (c) simplification of the accounting information reporting and consolidation process, as a consequence of the reduction that the merger would imply for the corporate structure as a whole; (d) removal of the IRSA PC public offering listing on BYMA and NASDAQ with the associated costs that this represents; (e) cost reduction for legal fees and tax filings; (f) increase in the percentage of the capital stock that is listed in the different markets, increasing the liquidity of the listed shares; (g) tax efficiencies and (h) preventively avoid the potential overlap of activities between the Companies.

Once the merger by absorption between IRSA as the absorbing company and IRSA CP as the absorbed company had been approved, the effective date will be retroactively July 1, 2021, date from which the transfer to the absorbing company of all the assets of the absorbed company will take effect, thereby incorporating all its rights and obligations, assets and liabilities into the equity of the absorbing company, all subject to the required corporate approvals.

Likewise, and within the framework of the reorganization procedure, the Board of Directors has approved the exchange ratio, which has been established at 1.40 IRSA shares for each IRSA PC share, which is equivalent to 0.56 IRSA GDS for each ADS of IRSA PC. The valuation of the exchange ratio has been based on the market value analysis and on the net value of the assets and the ratio of 1.40 corresponds to the volume-weighted average price of the quotations of the last 180 days of shares (VWAP). Likewise, the exchange relationship is supported by two fairness opinions issued by Banco Santander Argentina SA, in the case of IRSA and Banco Itaú Argentina SA, in the case of IRSA PC, which have been submitted for consideration by the Audit Committees of both companies, with a favorable opinion in this regard.

The exchange of IRSA PC shares for IRSA shares will be carried out once the entire administrative procedure has been completed and once the registration has been made with the "Inspección General de Justicia" (Superintendence of Corporations), a procedure that may take several months. Additionally, and as a consequence of the merger, IRSA PC shall be dissolved without liquidation, meaning that the registration of such company shall be cancelled as well as the public offering listing of its chares, the latter once the effective registration of the marger has been completed with the IGJ.

For further information please refer to the public documents at CNV and SEC.

3. AUTHORIZATION TO CARRY OUT REGISTRATION PROCEEDINGS RELATING TO THIS SHAREHOLDERS' MEETING BEFORE THE ARGENTINE SECURITIES COMMISSION AND THE GENERAL SUPERINTENDENCY OF CORPORATIONS.

Should the matters set forth in the second item of the agenda be approved by the Shareholders, it will be required to register such acts under CNV and IGJ, according to its regulations. To this end, certain persons must be authorized to act on behalf of the Company and initiate and continue those procedures.

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IRSA Propiedades Comerciales SA published this content on 26 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 November 2021 13:10:04 UTC.