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.

 

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.