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 November, 2021
IRSA
Propiedades Comerciales S.A.
(Exact name of Registrant as specified in its charter)
IRSA
Commercial Properties Inc.
(Translation of registrant´s name into English)
Republic
of Argentina
(Jurisdiction of incorporation or organization)
Carlos Della Paolera 261 9th
Floor
(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 ☐ No
x
IRSA
Propiedades Comerciales S.A.
(THE
“COMPANY”)
REPORT
ON FORM 6-K
IRSA
Propiedades Comerciales S.A.
(THE
“COMPANY”)
REPORT
ON FORM 6-K
Attached is the
English translation of the letter dated November 12, 2021, filed by
the Company with the Bolsa de
Comercio de Buenos Aires and the Comisión Nacional de
Valores.
By
letter dated November 12, 2021, the Company reported that its Board
of Directors has resolved to call a GENERAL EXTRAORDINARY
SHAREHOLDERS’ MEETING scheduled for December 22, 2021 at 10:00
a.m. and to be held by virtual
means pursuant to the provisions of the byelaws, section 61 of the
Capital Markets Law and RG CNV # 830, for it to discuss the
following agenda:
1.
1.
APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE MEETING’S
MINUTES.
2.
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.
3.
3.
AUTHORIZATION TO CARRY OUT REGISTRATION PROCEEDINGS RELATING TO
THIS SHAREHOLDERS’ MEETING BEFORE THE ARGENTINE SECURITIES
COMMISSION 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 the bylaws and Section 61 of
the Capital Markets Law No. 26,831, and having regard to General
Resolution No. 830 of the CNV, the shareholders’ meeting
will be held remotely. To such end, the email address
[email protected]
is available for registering
attendance at the shareholders’ meeting by electronic means
and for sending the certificates issued by Caja de Valores obtained
by the shareholders. The term for giving notice of attendance at
such email address expires on December 16, 2021 at 3:00 p.m.
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 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, at least five (5) business days before
the meeting’s scheduled date, i.e., on or before December 14,
2021. 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 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
were they were located, and the technical means used. The minutes
will be executed within five (5) business days after the meeting.
In case of regulatory changes in the method for holding the
meeting, the Company will be able to publish a supplementary notice
in which it will report and/or clarify any further data or
requirements to be taken into account for ensuring due exercise of
the rights of registered shareholders.
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
Propiedades Comerciales S.A.
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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 for relationship with the markets
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Dated: November 12,
2021