Exhibit 10.11

 

TRADUCCIÓN PÚBLICA

SWORN TRANSLATION

 

[All odd pages carry five illegible signatures.]

 

NINTH AGREEMENT FOR THE IMPLEMENTATION OF

AMENDMENTS

TO THE CORPORATE SERVICES MASTER AGREEMENT

 

Agreement made in the Autonomous City of Buenos Aires on the 5th day of May of 2017 by and between:

 

(i) CRESUD S.A.C.I.F. y A., domiciled at Moreno 877, Piso 23 in the Autonomous City of Buenos Aires, represented hereat by the undersigned attorneys-in-fact (hereinafter “CRESUD”) as party of the one part;

 

(ii) IRSA Propiedades Comerciales S.A., domiciled at Moreno 877, Piso 22 in the Autonomous City of Buenos Aires, represented hereat by the undersigned attorneys-in-fact (hereinafter “IRSAPC”), as party of the second part, and

 

(iii) IRSA Inversiones y Representaciones Sociedad Anónima, domiciled at Bolívar 108, Piso 1o in the Autonomous City of Buenos Aires and having established domicile for purposes hereof at Moreno 877, Piso 22 in the Autonomous City of Buenos Aires, represented hereat by the undersigned attorneys-in-fact, as party of the third part (hereinafter “IRSA” and collectively with CRESUD and IRSAPC designated as “THE PARTIES”).

 

WHEREAS:

 

(i) On June 30, 2004 THE PARTIES executed a Master Agreement for the Exchange of Corporate Services (hereinafter “the Master Agreement”);

 

(ii) On August 23, 2007 THE PARTIES executed the First Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “First Agreement”), whereby certain amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases, and new Individually Responsible Persons were appointed;

 

(iii) On August 14, 2008 and November 27, 2009, THE PARTIES executed the Second Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Second Agreement”) and the Third Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Third Agreement”), respectively, whereby new amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases;

 

(iv) On March 12, 2010, THE PARTIES executed an Addendum to the Master Agreement for the Exchange of Corporate Services (hereinafter the “Addendum”) whereby THE PARTIES agree to unify in CRESUD the services of the Areas of Exchange of Corporate Services, to the effect of which the employment agreements of 

 











 

most of the employees of such areas were transferred and the procedure to allocate the costs of potential labor expenses arising from retirement of employees was established;

 

(v) On July 11, 2011, THE PARTIES executed the Fourth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Fourth Agreement”), on October 15, 2012, THE PARTIES executed the Fifth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Fifth Agreement”), on November 12, 2013, THE PARTIES executed the Sixth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Sixth Agreement”) and on February 18, 2015, THE PARTIES executed the Seventh Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Seventh Agreement” and together with the First Agreement, the Second Agreement, the Third Agreement, the Fourth Agreement, the Fifth Agreement and the Sixth Agreement, the “Agreements”), whereby new amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases;

 

(vi) Pursuant to the structuring process of a new organizational model of division of areas by business, an agreement was reached to transfer to IRSA and/or IRSAPC the employment agreements of those employees who render services related to the Technical, Infrastructure and Services, Purchases, Architecture and Design and Works Development Area, Real Estate Business Management, Real Estate Business Human Resources, Safety and Real Estate Areas, all of them related to the real estate business. On February 24, 2014 THE PARTIES executed a Second Addendum to the Master Agreement for the Exchange of Corporate Services (hereinafter the “Second Addendum”) whereby the mechanisms to be used for the allocation of the costs of potential labor expenses that such process would involve were established.

 

(vii) On November 12, 2015, THE PARTIES executed the Eighth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Eighth Agreement”)

 

(viii) THE PARTIES have been performing the Master Agreement based on an Implementation Manual originally drafted by Deloitte & Co. S.R.L., (hereinafter “Deloitte”), updated in due time and attached in a copy version hereto as an Exhibit;

 

(ix) In accordance with the recommendations made by Deloitte on its semi-annual reports, new operational changes have been implemented in the Areas of Exchange of Corporate Services and the Cost Distribution Bases starting in July 2015, which THE PARTIES wish to acknowledge in writing;

 

(x) THE PARTIES have disclosed the content of the NINTH AGREEMENT FOR THE IMPLEMENTATION OF AMENDMENTS TO THE CORPORATE SERVICES MASTER AGREEMENT (hereinafter the “Ninth Agreement”) to their respective Audit Committees; and

 

(xi) The Boards of Directors of IRSAPC, CRESUD and IRSA approved the Ninth Agreement at their respective meetings held on May 5, 2017;

 

2











 

NOW IN CONSIDERATION OF THE FOREGOING, THE PARTIES hereby agree to execute this Ninth Agreement subject to the following terms and conditions:

 

ONE: THE PARTIES ratify that the Areas (as defined in the Master Agreement) and the calculation method applicable to the Exchange of Operational Services (also as defined in the Master Agreement) have been changed as from the dates listed below, amending therefore Exhibits I and II, as amended by the Agreements, to the Master Agreement as per the following detail:

 

(i) Starting in January 2016 and in connection with the Administration and Control Area, a decision was made to (a) rename the area to Compliance, (b) incorporate the Information Security Sector, and (c) exclude the Budget and Global Management Control Sector. Starting in July 2016, a decision was made to exclude: (a) the Tax Area, and (b) the Accounting and Reporting Area, which called for reflecting these changes in Exhibit I and Exhibit II in a manner such that starting on that date, the area would be made up in the manner detailed in the new Exhibit I and Exhibit II.

 

(ii) Starting in July 2016, the Contracts Area renamed the area to Legal Affairs — Corporate. As a consequence, Exhibit I and Exhibit II were modified to reflect these changes.

 

(iii) Starting in July 2015 and in connection with the Shared Services Center Area (hereinafter, CSC as per the initials in Spanish) there were two incorporations as follows: (a) the Data Management Sector, and (b) the Services Control Sector. Starting in January 2016, a decision was made to exclude the Information Security Sector which had then become a part of the Compliance area. There were two other incorporations starting in July 2016: (a) the Shared Services Area’s own Tax Sector and (b) the Applications and Systems Area. As a consequence, Exhibit I and Exhibit II were modified in a manner such that as from those dates, the areas would be as described in the new Exhibit I and Exhibit II.

 

(iv) Starting in January 2016 and in connection with the Planning area, a decision was made to incorporate the Budget and Global Management Control Sector and in turn to rename it to Budget and Corporate Management Control. There was another incorporation starting in July 2016: the Strategic Analysis Area. As a consequence, Exhibit I and Exhibit II were modified in a manner such that as from that date, the area should be as described in the new Exhibit I and Exhibit II.

 

(v) Starting in January 2016 and in connection with the Environment and Quality Sector, a decision was made to rename the area to Proceedings and Permits. As a consequence, Exhibit I and Exhibit II were modified in a manner such that as from that date, the area should be as described in the new Exhibit I and Exhibit II.

 

(vi) Starting in January 2016, a decision was made to incorporate the Corporate Environment Area amongst the Exchange Areas. As a consequence, Exhibit I and Exhibit II were modified in a manner such that as from that date, the area should be as described in the new Exhibit I and Exhibit II.

 

(vii) Starting in July 2015, a decision was made to incorporate the Rentals — Buildings area amongst the Exchange Areas. A decision was made to exclude the Credit Risk 

 

3











 

Area which used to be a part of the Real Estate Business Management as from January 2016. As a consequence, Exhibit I and Exhibit II were modified in a manner such that as from those dates, the area should be as described in the new Exhibit I and Exhibit II.

 

(viii) Starting in July 2016, a decision was made to incorporate (a) the Corporate Taxes Sector and (b) the Corporate Accounting and Reporting Sector amongst the Exchange Areas. As a consequence, Exhibit I and Exhibit II were modified in a manner such that as from that date, the area should be as described in the new Exhibit I and Exhibit II.

 

(ix) Starting in July 2016, a decision was made to incorporate the Attorneys-in-Fact Sector amongst the Exchange Areas. As a consequence, Exhibit I and Exhibit II were modified in a manner such that as from that date, the area should be as described in the new Exhibit I and Exhibit II.

 

In consideration of the foregoing, the PARTIES hereby put on record that, subject to the clarifications detailed in the preceding clauses and for purposes of updating Exhibits I and II, they shall be read as hereto attached for the periods and as from the dates indicated.

 

TWO: THE PARTIES agree that the costs related to the employees acting in the new Areas included pursuant to this Ninth Agreement, shall be governed in accordance with the terms and conditions set forth in the Master Agreement, the Addendum and the Second Addendum.

 

THREE: THE PARTIES represent that all the sections of the Master Agreement, the Agreements, the Addendum and the Second Addendum that have not been amended pursuant to this Ninth Agreement continue to be fully in force.

 

In witness whereof, this Agreement is executed in three (3) copies of the same tenor and to a single effect in the place and on the date first written.

 

CRESUD S.A.C.I.F.y A.

 

[There appear two illegible signatures]

Attorneys-in-fact

 

IRSA Inversiones y Representaciones Sociedad Anónima

 

[Illegible signature] [Seal:] José Luis Rinaldini — Attorney-in-fact / [Illegible signature]

Attorneys-in-fact

 

IRSA Propiedades Comerciales S.A.

 

[There appear two illegible signatures]

Attorneys-in-fact

 

4











 

Exhibit I

 

Description of Corporate Services Exchange Areas

 

Human Resources

 

The Human Resources sector renders to THE PARTIES the service consisting in Human Resources Administration; Human Resources Management, and Organizational Culture Management. Within the main activities of the sector we may mention labor relationships, selection of managerial positions, leadership training and interpersonal skills, remunerations and benefits, internal communications, etc.

 

Finance

 

The Finance sector renders to THE PARTIES the service consisting in Investor Relations, Capital Markets, Financial Risk, Management of Financial Transactions, Financial Analysis.

 

Corporate Taxes

 

The Corporate Taxes sector renders to THE PARTIES the service consisting in planning and defining the companies’ fiscal policies.

 

Corporate Accounting and Reporting

 

The Corporate Accounting and Reporting sector renders to THE PARTIES the service consisting in consolidating the financial statements of IRSA Inversiones y Representaciones S.A. and in defining the companies’ accounting policies.

 

Planning

 

The Planning area is responsible for medium- and long-term planning, for aligning THE PARTIES’ objectives and individual goals, for coordinating THE PARTIES’ investment analysis, controlling corporate management, expenditure budgeting control and the Shared Services Center and for coordinating all the management information flowing through the businesses and submitted to the respective Boards of Directors.

 

Institutional Relations

 

The Institutional Relations sector renders to THE PARTIES the service consisting in the development and control of advertising, broadcasting actions, relations with the media, preparation of articles, brochures and related activities.

 

Compliance

 

The Compliance sector is responsible for THE PARTIES’ information security and SOX controls.

 

Shared Services Center

 

The Shared Services Center provides THE PARTIES with all the transactional and operational services associated to income and expense management, to the services inherent in managing human resources benefits and payroll processing, in commercial contract management, in errand running services and in general services. And it is equally responsible for managing, maintaining and providing support to systems, technology and processes and the companies’ tax calculation processes.

 

Insurance

 

The Insurance sector is in charge of managing THE PARTIES’ assets’ coverage by negotiating, acquiring and monitoring insurance policies, dealing with claims in terms of coverage, collection, etc.

 

5











 

Safety

 

The Safety sector renders to THE PARTIES the surveillance service.

 

Legal Affairs - Corporate

 

The Legal Affairs - Corporate sector renders to THE PARTIES the service consisting in aid to the preparation, analysis and response to legal briefs, agreements, official letters, etc.

 

Technical, Infrastructure and Services, Architecture and Design, and Works Development

 

The Technical, Infrastructure and Services, Architecture and Design, and Works Development sector renders to THE PARTIES the services consisting in operational coordination of the following sectors: Architecture and Design; Works Development; and Technical, Infrastructure and Services.

 

Purchases and Hirings

 

The Purchases and Hirings sector bears the responsibility of procuring the most appropriate goods and/or services for the purpose for which they will be used. Quality, costs and terms of delivery are essential when taking the decision to hire. In addition, this sector deals with the necessary means to obtain appropriate funding of the purchases from suppliers.

 

Proceedings and Permits

 

The Proceedings and Permits sector renders to IRSA and IRSA PC the service consisting in management of national and municipal permits and licenses before the controlling entities.

 

Corporate Environment

 

The Corporate Environment Sector assesses the environmental impact of projects and activities in order to define preventive and corrective actions. This sector seeks to minimize potential impacts, following the working methodology set forth in an Environmental Management System. This area also manages the environmental records that are required by operation of law.

 

Real Estate

 

The Real Estate sector renders to IRSA and IRSA PC the services consisting in sales and acquisitions of real estate.

 

Governmental Affairs

 

The Governmental Affairs sector takes part in the businesses arising from governmental grants (exploitation concessions and private initiatives).

 

Hotels

 

The Hotels sector renders to IRSA the services consisting in the integration of the different areas of hotels along with their business relations. It carries out activities to optimize and control hotels’ management and organization.

 

Board of Directors to be Distributed

 

The Board of Directors to be Distributed sector includes the employees performing activities of support and assistance to the Parties’ Board of Directors.

 

Real Estate Business Board of Directors to be Distributed

 

The Real Estate Business Board of Directors to be Distributed sector includes the employees performing activities of support and assistance to the Board of Directors of IRSA and IRSAPC.

 

6











 

Attorneys-in-Fact

 

The Attorneys-in-Fact sector groups the employees who perform activities consisting in representing THE PARTIES before different governmental agencies.

 

General Management Department to be Distributed

 

The General Management Department to be Distributed sector includes employees performing activities of support and assistance to the Parties’ General Management Departments.

 

Board of Directors’ Safety

 

The Board of Directors’ Safety sector renders to the Parties the service consisting in comprehensive safety for the main officers acting in their Board of Directors.

 

Audit Committee

 

The Audit Committee sector includes the employees performing tasks of support and assistance to THE PARTIES’ Audit Committees.

 

Real Estate Business Management

 

The Real Estate Business Management sector renders the following services to IRSA and IRSAPC: budget and management control, accounting and reporting, analysis of new businesses, IT support to shopping centers, marketing and leadership agreements for the business legal aspects.

 

Rentals - Buildings

 

The Rentals - Buildings area renders to IRSA and IRSAPC services consisting in the real estate business’ commercial office and parking management activities.

 

Real Estate Business HHRR

 

The Real Estate Business HHRR sector renders to IRSA and IRSAPC the service consisting in Human Resource Administration; Human Resource Management; Workplace Safety, Hygiene and Environment; Organizational Culture Management and Project Management. The main sector activities include, among others: personnel management, recruitment and training, compensation and benefits, internal communication, etc.

 

Fraud Prevention

 

The Fraud Prevention sector renders to THE PARTIES corporate Fraud Prevention services.

 

Internal Audit

 

The Internal Audit sector renders to THE PARTIES internal audit services.

 

7









 

Exhibit II

Cost Distribution Bases

 

	
Corporate
   Departments
    	
 
    	
Department
    	
 
    	
Division / Subdivision
    	
 
    	
Distribution Method
    
	
Human Resources
    	
 
    	
Human Resources Management
    	
 
    	
 
    	
 
    	
By headcount (non-corporate personnel) and weighting   the percentages of other areas (corporate personnel).
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Culture Management
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Administration and Labor Relations
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Finance
    	
 
    	
Finance Department
    	
 
    	
 
    	
 
    	
The percentages of all the sectors making up the   area are weighted.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Capital Markets
    	
 
    	
 
    	
 
    	
Capital Markets: Amount of   financial transactions conducted in the period weighted at 70% and the   remaining 30% corresponds to updates of offering memoranda and “horizontal”   works (20F, annual reports, Press Release, etc.)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Relations with Investors
    	
 
    	
 
    	
 
    	
Investors Relations: Number of   business highlights during the semester, number of earnings releases, number   of meetings with investors (current or potential) to discuss the companies’ business   and strategy, number of active coverages, number of earnings release   conferences, the complexity of the website of each company, number of   material events published in the Argentine Securities Commission and the US   Securities and Exchange Commission, and number of Roadshows (Deal or Non-Deal).   All items involved are weighted in equal parts.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Financial Risk
    	
 
    	
 
    	
 
    	
Financial Risk: Time invested   in the duties performed.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Financial Administration
    	
 
    	
 
    	
 
    	
Financial Administration: Total   assets weighted at 40% and total liabilities weighted at 60%. The resulting   percentage shall be weighted at 80% over the total. The remaining 20% will   correspond to the percentage that each company consummates over the total   inquiries for special transactions.
    


 

8











 

	
Corporate
   Departments
    	
 
    	
Department
    	
 
    	
Division / Subdivision
    	
 
    	
Distribution Method
    
	
Corporate Tax
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Salaries are weighted by position and by tasks   performed (by company and in equal parts)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Corporate Accounting and Reporting
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Tasks performed and time invested in each.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Planning
    	
 
    	
Planning Department
    	
 
    	
 
    	
 
    	
Each one of the sectors making up the area is   weighted.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Corporate Budget and Management Control
    	
 
    	
 
    	
 
    	
Overhead expenses for the previous half year are   pro-rated.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Strategic Analysis
    	
 
    	
 
    	
 
    	
Tasks performed and the time spent in each.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Institutional Relations
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Tasks performed and the time spent in each.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Compliance
    	
 
    	
Compliance Department
    	
 
    	
 
    	
 
    	
Each one of the sectors making up the Area is   weighted.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Information security
    	
 
    	
 
    	
 
    	
Time spent in each task is weighted
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
SOX Regulation
    	
 
    	
 
    	
 
    	
Distribution of key control% per front / company
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Shared Services Center (CSC)
    	
 
    	
CSC Department
    	
 
    	
 
    	
 
    	
The percentage corresponding to each sector falling   within the scope of the CSC area is weighted on the basis of the impact   exerted by the relevant sector’s projected salaries on the total salaries of   the CSC.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Revenues Administration
    	
 
    	
 
    	
 
    	
Number of Revenue Transactions performed for each   Company + Direct Allocation of Resources
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Expenses Administration
    	
 
    	
 
    	
 
    	
Number of Expense Transactions performed for each   Company + Direct Allocation of Resources
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Customer Administration
    	
 
    	
 
    	
 
    	
Direct Allocation of Resources
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Collections Administration
    	
 
    	
 
    	
 
    	
Direct Allocation of Resources
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Treasury Administration
    	
 
    	
 
    	
 
    	
Number of Treasury Transactions performed by each   Company.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Own Account Administration
    	
 
    	
 
    	
 
    	
Number of Transactions performed by each Company.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Technology
    	
 
    	
 
    	
 
    	
Weighting of time spent in each task (related to the   services).
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
IT Services
    	
 
    	
 
    	
 
    	
Number of CASTI incidents processed for each   Company.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Master Data
    	
 
    	
 
    	
 
    	
Number of Transactions processed by each Company.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Maintenance Systems
    	
 
    	
 
    	
 
    	
Hours devoted to each task.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Project Systems
    	
 
    	
 
    	
 
    	
Hours devoted to each task.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Commercial Transactions
    	
 
    	
 
    	
 
    	
Hours devoted to each task.
    


 

9











 

	
Corporate
   Departments
    	
 
    	
Department
    	
 
    	
Division / Subdivision
    	
 
    	
Distribution Method
    
	
 
    	
 
    	
Data Management
    	
 
    	
 
    	
 
    	
Hours devoted to each task.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Process Quality
    	
 
    	
 
    	
 
    	
Weighting of time spent in each task.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
CSC Human Resources
    	
 
    	
 
    	
 
    	
50% weighting of% of CSC sectors; 50% weighting of   Corporate sectors.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Errand Running Service
    	
 
    	
 
    	
 
    	
Number of errands run.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Back office
    	
 
    	
 
    	
 
    	
Hours spent in each task.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
General Services
    	
 
    	
 
    	
 
    	
Hours spent in each task.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Administrative operations
    	
 
    	
 
    	
 
    	
The percentage of each sector served is weighted.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Services Control
    	
 
    	
 
    	
 
    	
Number of documents controlled by company
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
IT Department
    	
 
    	
 
    	
 
    	
The percentage of each sector served is weighted
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
CSC Taxes
    	
 
    	
 
    	
 
    	
Salaries are weighted by position and by tasks   performed (by company and in equal parts)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Real   Estate Business Management
    	
 
    	
Real Estate Business Department
    	
 
    	
 
    	
 
    	
Each of the Departments comprising the Area is weighted.   It does not render services to Cresud.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Real Estate Business Analysis
    	
 
    	
 
    	
 
    	
Hours devoted to reviewed projects as applicable to   IRSA PC or IRSA.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Real Estate Legal Affairs
    	
 
    	
 
    	
 
    	
Weighting of hours and salaries.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Real Estate Budget and Management Control
    	
 
    	
 
    	
 
    	
Actual revenues per company.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Real Estate Business Accounting and Reporting
    	
 
    	
 
    	
 
    	
Number of Real Estate Business accounting vouchers.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Real Estate Business IT   Services
    	
 
    	
 
    	
 
    	
100% IRSA PC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Real Estate   Business Board of Directors to be Distributed
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Proportional between IRSA and IRSAPC. Excludes   Cresud.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Rentals   - Buildings
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Budgeted revenues per business unit per company
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Real   Estate Business HHRR
    	
 
    	
 
    	
 
    	
 
    	
 
    	
By payroll
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Insurance
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Based on the amount of premiums under the annual   insurance program.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Safety
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Per hour
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Legal   Affairs - Corporate
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Number of minutes analyzed.
    


 

10











 

	
Corporate
   Departments
    	
 
    	
Department
    	
 
    	
Division / Subdivision
    	
 
    	
Distribution Method
    
	
Corporate   Environment and Quality
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Tasks performed and time devoted to them.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Technical, Infrastructure and Services,   Architecture and Design, and Works Development
    	
 
    	
Technical, Infrastructure and Services
    
   (IRSAPC — IRSA: Weighted average from the Departments reporting to it less   the percentage allocated to CRESUD. CRESUD: a percentage is calculated based   on the hours spent in the tasks performed/planned)
    	
 
    	
Technical, Infrastructure and Services   Department
    	
 
    	
An average is calculated of the departments   reporting to it
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Planning and Control
    	
 
    	
By allocation of resources
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Logistics
    	
 
    	
Weighted between directly assigned personnel and   centralized personnel distributed per square meter of the real property (IRSA   and IRSAPC) and time spent in tasks (CRESUD).
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Distributed Operations
    	
 
    	
Square meters of real property held, operated and to   which maintenance services are provided (IRSA and IRSAPC) and time spent in   tasks (CRESUD).
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
Architecture
    	
 
    	
IRSA/IRSAPC: Personnel distributed per surface area   and number of stores.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
Third parties’ services
    	
 
    	
Distribution of resource allocation.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
Traveling Personnel
    	
 
    	
Maintenance hours (IRSA and IRSAPC) and time spent   in tasks (CRESUD).
    
	
 
    	
 
    	
 
    	
 
    	
Engineering and Maintenance
    	
 
    	
Square meters of real property held, to which   maintenance, engineering and other services are provided (IRSA and IRSAPC)   and time spent in tasks (CRESUD).
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Works Development
    	
 
    	
 
    	
 
    	
Tasks performed and time spent in each.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Architecture and Design
    	
 
    	
 
    	
 
    	
Completed projects.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Buildings Personnel To be distributed
    	
 
    	
 
    	
 
    	
By number of buildings in each company.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Purchases   and Hirings
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Purchase orders through a weighting of their volume   and amount.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Proceedings   and Permits
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Tasks performed and time spent in each
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Real   Estate
    	
 
    	
 
    	
 
    	
 
    	
 
    	
By total book value of the properties in each   company.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Governmental   Affairs
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Weighting of allocated projects.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Hotels
    	
 
    	
 
    	
 
    	
 
    	
 
    	
100% IRSA.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Internal   Audit
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Times estimated/forecast in the annual plan.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Fraud   Prevention
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Proportional among the three companies
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Board   of Directors to be Distributed
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Proportional among the three companies
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Attorneys-in-fact
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Proportional among the three companies
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Audit   Committee
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Weighting of tasks performed.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
General   Management Department to be Distributed
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Proportional among the three companies
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Board   of Directors’ Safety
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Proportional among the three companies
    


 

THIS DOCUMENT IS A TRUE AND ACCURATE TRANSLATION into English of the original document in Spanish I have had before me in Buenos Aires, on this 24th day of May, 2017.

 

[For authentication purposes only:]

 

ES TRADUCCIÓN FIEL al inglés del documento original adjunto redactado en español que he tenido ante mí y al cual me remito en Buenos Aires, a los 24 días de mayo de 2017.

 

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