Blueprint





 







Exhibit 4.14


 



TRADUCCIÓN PÚBLICA




SWORN TRANSLATION



 


[Some
pages carry illegible signatures.] 


 



ELEVENTH AGREEMENT FOR THE IMPLEMENTATION OF


AMENDMENTS



TO THE CORPORATE SERVICES MASTER AGREEMENT


 


Agreement
made in the Autonomous City of Buenos Aires on the 28th day of June of 2019
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 Bol’var 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”)


 



 

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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)
On May 5, 2017, THE PARTIES executed the Ninth Agreement for the
Implementation of Amendments to the Corporate Services Master
Agreement (hereinafter the “Ninth
Agreement”).


 


(ix) On
June 29, 2018, THE PARTIES executed the Tenth Agreement for the
Implementation of Amendments to the Corporate Services Master
Agreement (hereinafter the “Tenth
Agreement”).


 


(x) THE
PARTIES have been performing the Master Agreement based on an
Implementation Manual originally drafted by Deloitte & Co.
S.R.L., updated in due time;


 


(xi) In
accordance with the recommendations made by Deloitte on its
reports, new operational changes have been implemented in the Areas
of Exchange of Corporate


 



 

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Services
and the Cost Distribution Bases starting in July 2018, which THE
PARTIES wish to acknowledge in writing;


 


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


 


(xiii)
THE PARTIES execute this Eleventh Agreement ad referendum the effective approval
thereof by the Board of Directors of THE PARTIES;


 



NOW IN CONSIDERATION OF THE FOREGOING, THE PARTIES hereby
agree to execute this Eleventh 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 July 2018, the Institutional Relations area changed the
Cost distribution method from “Tasks performed and the time
spent in each” to “Area expenses budget for the period
is pro-rated”. As a consequence, Exhibit II was modified to
reflect these changes.


 


(ii)
Starting in July 2018, the Corporate Environment area changed the
Cost distribution method from “Tasks performed and the time
spent in each” to “Area expenses budget for the period
is pro-rated”. As a consequence, Exhibit II was modified to
reflect these changes.


 


(iii)
Starting in July 2018, the Corporate Budget and Management Control
sector changed the Cost distribution method from “Overhead
expenses for the previous half year are pro-rated” to
“Overhead expenses budget for the period is pro-rated”.
As a consequence, Exhibit II was modified to reflect these
changes.


 


(iv)
Starting in January 2019, the Administration and Labor Relations,
Human Resources Management and Culture Management sector which
reports to Corporate Human Resources area were unified under the
name Corporate Human Resources Management. As a consequence,
Exhibit I and Exhibit II were modified to reflect these
changes.


 


(v)
Starting in January 2019, the IT Services sector does no longer
report to the Real Estate Business Management and is no longer a
party to the Shared Services Contract. As a consequence, Exhibit I
and Exhibit II were modified to reflect these changes.


 


(vi)
Starting in May 2019, the “Architecture and Design” and
“Works Development” sectors were renamed to
“Commercial Design” and “Project
Management”. As a consequence, Exhibit I and Exhibit II were
modified to reflect these changes.


 



 

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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 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 Eleventh
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. 


 


[Illegible
signature] AC / [Illegible signature] MG 


Attorneys-in-fact 


 



IRSA Inversiones y Representaciones Sociedad
Anónima 


 


[Illegible
signature] FAE / [Illegible signature] DS 


Attorneys-in-fact 


 



IRSA Propiedades Comerciales S.A. 


 


[Illegible
signature] GL / [Illegible signature] CJ 


Attorneys-in-fact 


 


 




 

4








 










 



Exhibit I



 



Description of Corporate Services Exchange
Areas



 



Corporate 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.


 



Administration and
Finance 


 


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


 

In
addition, it renders to THE PARTIES the service consisting in
planning and defining the companies’ fiscal
policies and the service consisting
in consolidating the financial statements of IRSA Inversiones y
Representaciones S.A. and Cresud S.A.C.I.F. y 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 the
Board’s and corporate expenses management and budgeting, and
for coordinating all the management information flowing through the
businesses and submitted to the respective Boards of
Directors.


 



Institutional Relations


 






The Institutional
Relations management renders to THE PARTIES the service consisting
in relations with the media and communities where the company does
business, consisting in drafting of newsletters and statements,
preparation of brochures and institutional events, CSR strategy,
relationship with NGOs and planning and preparation of CSR
actions.


 


Compliance 


 


The
Compliance sector is responsible for information security and
Internal Control, controlling the proper management of the
different processes that constitute the administrative and
accounting system and participating in their continuous
improvement. In addition, it is in charge of verifying compliance
with controls defined in the processes as well as with the
regulations, principles and procedures that govern the governing
bodies of the Parties. In addition, it provides support and
assistance to the Audit Committee for the compliance with its
duties.


 



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. In addition, it
controls the expenses management and budgeting of the
area.


 



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. In addition, it
renders


 



 

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to THE
PARTIES the service consisting in managing their assets’
coverage by negotiating, acquiring and monitoring insurance
policies, dealing with claims in terms of coverage, collection,
etc.


 


Technical, Infrastructure and
Services



 


The
Technical, Infrastructure and Services sector renders to THE
PARTIES the services consisting in operation, maintenance and
preservation of real estate assets and land reserves of the
Companies.


 



Purchases and Hirings



 


The
Purchases and Hirings sector renders to THE PARTIES the services
consisting in procuring the most appropriate goods and/or service
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.


 



Investments



 


The
Investments sector renders to IRSA and IRSA PC the services
consisting in sales and acquisitions of real estate. In addition,
it renders to such companies, services consisting in real estate
business’ office commercial management, Commercial Design and
Project Management.


 



Governmental Affairs



 


The
Governmental Affairs sector takes part in the businesses of IRSA
and IRSA PC 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.


 



Bolívar



 


Bol’var
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.


 



Attorneys-in-Fact



 


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


 



 

6







 






 


 



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.


 



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, marketing and
leadership agreements for the business legal aspects.


 



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.


 


 




 

7








 










 



Exhibit II




Cost Distribution Bases



 


	

Corporate
Departments


 

	

Department


 

	

Division
/ Subdivision


 

	

Distribution
Method


 


	


Corporate Human Resources


 

	

Corporate
Human Resources


 

	
 

	

By
headcount (non-corporate personnel) and weighting the percentages
of other areas (corporate personnel).


 


	


Administration and 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)


	
 

	

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 budget for the period is pro-rated.


 


	

Strategic
Analysis


 

	
 

	

Tasks
performed and the time spent in each.


 


	


Institutional Relations


 

	
 

	
 

	

Area
expenses budget for the period is pro-rated


 


	


Compliance


 

	

Compliance
Department


 

	
 

	

Each
one of the sectors making up the Area is weighted.


 


	

Internal
Audit


 

	
 

	

Time
estimated/projected in the annual plan.


 


	

Information
security


 

	
 

	

Time
spent in each task is weighted


 


	

Internal
Control


 

	
 

	

Distribution
of key control % per front / company


 


	

Corporate
Governance


 

	
 

	

Weighting
of tasks performed.


 


	


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.


 


	

Systems
and Applications


 

	
 

	

Hours
devoted to each task.


 


	

Project
Systems


 

	
 

	

Hours
devoted to each task.


 


	

Commercial
Transactions


 

	
 

	

Hours
devoted to each task.


 


	

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


 


	

CSC
Taxes


 

	
 

	

Salaries
are weighted by position and by tasks performed (by
company)


 


	


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 Board of Directors to be
Distributed


 

	
 

	
 

	

Proportional
between IRSA and IRSAPC. Excludes Cresud.


 


	


Real Estate Business HHRR


 

	
 

	
 

	

By
payroll


 


	


Safety


 

	
 

	
 

	

Per
hour


 


	


Legal Affairs - Corporate


 

	
 

	
 

	

Weighted
between number of minutes analyzed and premium amount of the annual
insurance program.


 







 




 

9








 






 


	

Corporate
Departments


 

	

Department


 

	

Division
/ Subdivision


 

	

Distribution
Method


 


	


Corporate Environment and Quality


 

	
 

	
 

	

Area
expenses budget for the period is pro-rated.


 


	


Technical, Infrastructure and Services


 

	

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)


 

 


 

	

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).


 


	

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).


 


	

Architecture


 

	

Personnel
distributed by footage and number of stores.


 


	

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


 


	


Investments


 

	


Real Estate


 

	
 

	

By
total book value of the properties in each company.


 


	


Rentals – Offices


 

	
 

	

By
total book value of the properties in each company


 


	


Commercial Design and Project Management


 

	

Commercial
design


 

	

IRSA/IRSAPC:
Projects executed.


 


	

Project
management


 

	

Tasks
performed and time spent in each.


 


	


Governmental Affairs


 

	
 

	
 

	

Weighting
of allocated projects.


 


	


Hotels


 

	
 

	
 

	

100%
IRSA.


 


	


Fraud Prevention


 

	
 

	
 

	

Proportional
among the three companies.


 


	


Bolívar


 

	
 

	
 

	

Proportional
among the three companies.


 


	


Attorneys-in-fact


 

	
 

	
 

	

Proportional
among the three companies.


 


	


Board of Directors’ Safety


 

	
 

	
 

	

Proportional
among the three companies.


 


	


General Management to be distributed


 

	
 

	
 

	

Proportional
among the three companies


 







 



THIS DOCUMENT IS A TRUE AND
ACCURATE TRANSLATION into English of the document in Spanish
I have had before me in Buenos Aires, on this 3rd day of September,
2019.



[For authentication purposes
only:]   





                                                                                                                             









ES TRADUCCIÓN FIEL al
inglés del documento adjunto redactado en español que he
tenido ante m’ y al cual me remito en Buenos Aires, a los 3
d’as de septiembre de 2019.




 

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