UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549












FORM 20-F





|(Mark One) |                                                                                                             
|---------- | ------------------------------------------------------------------------------------------------------------
| ̈          | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934              
|OR        
|x          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                        
|           | For the fiscal year ended December 31, 2014                                                                 
|OR        
| ̈          | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                    
|OR        
| ̈          | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                 
|           | Date of event requiring this shell company report                                                           
|           | For the transition period from                                      to                                     .





Commission file number: 001-36535










GLOBANT S.A.

(Exact name of Registrant as specified in its
charter)

Not applicable

(Translation of Registrant’s name into
English)

Grand Duchy of Luxembourg

(Jurisdiction of incorporation or organization)

5 rue Guillaume Kroll
L-1882, Luxembourg
Tel: + 352 48 18 28 1

(Address of principal executive offices)

Patricio Pablo Rojo

5 rue Guillaume Kroll

L-1882, Luxembourg

E-Mail: pablo.rojo@globant.com

Tel: + 352 48 18 28 1

(Name, Telephone, E-Mail and/or Facsimile
number and Address of Company Contact Person)










Securities registered or to be registered
pursuant to Section 12(b) of the Act.










|Title of
        each class                  | Name of
        each exchange on which registered
|-------------------------------------------- | -------------------------------------------------
|Common shares, nominal value $1.20 per share | NYSE                                             



Securities registered or to be registered
pursuant to Section 12(g) of the Act.



None



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act.



None










Indicate the number of
outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the
annual report: 33,603,900 common shares.



Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ̈ Yes x No



If this report is an annual
or transaction report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.  ̈ Yes x No



Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. x Yes
 ̈ No



Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). (*)  ̈ Yes
 ̈ No



(*) This requirement does
not apply to the registrant in respect of this filing.



Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.



|Large accelerated filer  ̈ | Accelerated filer  ̈ | Non-accelerated filer x
|------------------------- | ------------------- | -----------------------



Indicate by check mark
which basis of accounting the registrant has used to prepare the financial statements included in this filing:



U.S. GAAP  ̈
International Financial Reporting Standards as issued by the International Accounting Standards Board x
Other  ̈



If “Other”
has been checked in response to the previous question indicate by check mark which financial statement item the registrant has
elected to follow.  ̈ Item 17  ̈ Item 18



If this is an annual report,
indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ̈ Yes x No




















GLOBANT
S.A.

Table
of Contents



|                                                               | Page
|-------------------------------------------------------------- | ----
|                                                               |     
|CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS     | 1   
|CURRENCY PRESENTATION AND DEFINITIONS                          | 2   
|PRESENTATION OF FINANCIAL INFORMATION                          | 2   
|PRESENTATION OF INDUSTRY AND MARKET DATA                       | 2   
|PART I.                                                        | 2   
|Item 1.  Identity of Directors, Senior Management and Advisers | 2   
|Item 2.  Offer Statistics and Expected Timetable               | 2   
|Item 3.  Key Information                                       | 3   
|                                                               |     
|A. Selected Financial Data                                     | 3   
|B. Capitalization and Indebtedness                             | 6   
|C. Reasons for the Offer and Use of Proceeds                   | 6   
|D. Risk Factors                                                | 6   
|                                                               |     
|Item 4.  Information on the Company                            | 30  
|                                                               |     
|A. History and Development of the Company                      | 30  
|B. Business overview                                           | 31  
|C. Organizational Structure                                    | 54  
|D. Property, Plant and Equipment                               | 55  
|                                                               |     
|Item 4A.  Unresolved Staff Comments                            | 55  
|Item 5.  Operating and Financial Review and Prospects          | 55  
|                                                               |     
|A. Operating Results                                           | 56  
|B. Liquidity and Capital Resources                             | 68  
|C.Research and Development, Patents and Licenses, etc.         | 77  
|D.Trend Information                                            | 77  
|E.Off-Balance Sheet Arrangements                               | 77  
|F.Tabular Disclosure of Contractual Obligations                | 77  
|G.Safe harbor                                                  | 78  
|                                                               |     
|Item 6.  Directors, Senior Management and Employees            | 78  
|                                                               |     
|A.Directors and Senior Management                              | 78  
|B. Compensation                                                | 82  
|C.Board Practices                                              | 84  
|D.Employees                                                    | 87  
|E.Share Ownership                                              | 88  
|                                                               |     
|Item 7.  Major Shareholders and Related Party Transactions     | 89  
|                                                               |     
|A.Major Shareholders                                           | 89  
|B.Related Party Transactions                                   | 91  
|C.Interests of Experts and Counsel                             | 94  
|                                                               |     
|Item 8.  Financial Information                                 | 94  
|                                                               |     
|A.Consolidated statements and other financial information.     | 94  
|B.Significant Changes                                          | 94  
|                                                               |     
|Item 9.  The Offer and Listing.                                | 95  
|                                                               |     
|A.Offering and listing details.                                | 95  
|B.Plan of Distribution                                         | 95  
|C.Markets                                                      | 95  
|D.Selling Shareholders                                         | 95  
|E.Dilution                                                     | 95  
|F.Expenses of the Issue                                        | 95  
|                                                               |     
|Item 10.  Additional Information.                              | 95  
|                                                               |     
|A.Share capital                                                | 95  
|B.Memorandum and Articles of Association                       | 95  
|C. Material Contracts                                          | 101 











Table
of Contents

(continued)



|                                                                                        | Page
|--------------------------------------------------------------------------------------- | ----
|                                                                                        |     
|D. Exchange Controls                                                                    | 101 
|E. Taxation                                                                             | 101 
|F. Dividends and Paying Agents                                                          | 106 
|G. Statement by Experts.                                                                | 106 
|H. Documents on Display                                                                 | 106 
|I. Subsidiaries Information                                                             | 106 
|                                                                                        |     
|Item 11.  Quantitative and Qualitative Disclosures About Market Risk.                   | 106 
|Item 12.  Description of Securities Other Than Equity Securities.                       | 108 
|                                                                                        |     
|A. Debt Securities                                                                      | 108 
|B. Warrants and Rights                                                                  | 108 
|C. Other Securities                                                                     | 108 
|D. American Depositary Shares                                                           | 108 
|                                                                                        |     
|PART II.                                                                                | 108 
|Item 13.  Defaults, Dividend Arrearages and Delinquencies.                              | 108 
|Item 14.  Material Modifications to the Rights of Security Holders and Use of Proceeds. | 108 
|Item 15.  Controls and Procedures.                                                      | 109 
|Item 16A.  Audit Committee Financial Expert.                                            | 109 
|Item 16B.  Code of Ethics.                                                              | 109 
|Item 16C.  Principal Accountant Fees and Services.                                      | 109 
|Item 16D.  Exemptions from the Listing Standards for Audit Committees.                  | 110 
|Item 16E.  Purchases of Equity Securities by the Issuer and Affiliated Purchasers.      | 110 
|Item 16F.  Change in Registrant’s Certifying Accountant.                                | 110 
|Item 16G.  Corporate Governance.                                                        | 110 
|Item 16H.  Mine Safety Disclosure.                                                      | 111 
|PART III.                                                                               | 112 
|Item 17.  Financial Statements.                                                         | 112 
|Item 18.  Financial Statements.                                                         | 112 
|Item 19.  Exhibits.                                                                     | 112 











CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING
STATEMENTS



This annual report includes
forward-looking statements. These forward-looking statements include, but are not limited to, all statements other than statements
of historical facts contained in this annual report, including, without limitation, those regarding our future financial position
and results of operations, strategy, plans, objectives, goals and targets, future developments in the markets in which we operate
or are seeking to operate or anticipated regulatory changes in the markets in which we operate or intend to operate. In some cases,
you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,”
“intend,” “may,” “plan,” “potential,” “predict,” “projected,”
“should” or “will” or the negative of such terms or other comparable terminology.



You should carefully consider
all the information in this annual report, including the information set forth under “Risk Factors.” We believe our
primary challenges are:



| | • | If we are unable to maintain current resource utilization rates and productivity levels, our revenues,
profit margins and results of operations may be adversely affected;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | If we are unable to manage attrition and attract and retain highly-skilled IT professionals, we
may not have the necessary resources to maintain client relationships, and competition for such IT professionals could materially
adversely affect our business, financial condition and results of operations;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | If the pricing structures we use for our client contracts are based on inaccurate expectations
and assumptions regarding the cost and complexity of performing our work, our contracts could be unprofitable;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | We may not be able to achieve our anticipated growth, which could materially adversely affect our
revenues, results of operations, business and prospects;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | We may be unable to effectively manage our rapid growth, which could place significant strain on
our management personnel, systems and resources;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



| | • | If we were to lose the services of our senior management team or other key employees, our business
operations, competitive position, client relationships, revenues and results of operation may be adversely affected.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | If we do not continue to innovate and remain at the forefront of emerging technologies and related
market trends, we may lose clients and not remain competitive, which could cause our results of operations to suffer;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | If any of our largest clients terminates, decreases the scope of, or fails to renew its business
relationship or short-term contract with us, our revenues, business and results of operations may be adversely affected;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | We derive a significant portion of our revenues from clients located in the United States and,
to a lesser extent, Europe. Worsening general economic conditions in the United States, Europe or globally could materially adversely
affect our revenues, margins, results of operations and financial condition;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Uncertainty concerning the instability in the current economic, political and social environment
in Argentina may have an adverse impact on capital flows and could adversely affect our business, financial condition and results
of operations;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Argentina’s regulations on proceeds from the export of services may increase our exposure
to fluctuations in the value of the Argentine peso, which, in turn, could have an adverse effect on our operations and the market
price of our common shares. The imposition in the future of additional regulations on proceeds collected outside Argentina for
services rendered to non-Argentine residents or of export duties and controls could also have an adverse effect on us; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Our greater than 5% shareholders, directors and executive officers and entities affiliated with
them beneficially own approximately 55.70% of our outstanding common shares, which includes approximately 19.79%, 17.35% and 10.64%
of our outstanding common shares which is owned by affiliates of WPP, Riverwood Capital and FTV Capital, respectively. These insiders
therefore continue to have substantial control over us at the date of this annual report and could prevent new investors from influencing
significant corporate decisions, such as approval of key transactions, including a change of control.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur
in the future. Forward-looking statements are not guarantees of future performance and are based on numerous assumptions. Our actual
results of operations, financial condition and the development of events may differ materially from (and be more negative than)
those made in, or suggested by, the forward-looking statements. Readers should read “Risk Factors” in this annual report
and the description of our business under “Business” in this annual report for a more complete discussion of the factors
that could affect us.



Unless required by law,
we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events
or developments or otherwise.



1







CURRENCY PRESENTATION AND DEFINITIONS



In this annual report,
all references to “U.S. dollars” and “$” are to the lawful currency of the United States, all references
to “Argentine pesos” are to the lawful currency of the Republic of Argentina, all references to “Colombian pesos”
are to the lawful currency of the Republic of Colombia, all references to “Uruguayan pesos” are to the lawful currency
of the Republic of Uruguay, all references to “Mexican pesos” are to the lawful currency of Mexico and all references
to “euro” or “€” are to the single currency of the participating member states of the European and
Monetary Union of the Treaty Establishing the European Community, as amended from time to time. All references to the “pound,”
“British Sterling pound” or “£” are to the lawful currency of the United Kingdom.



Unless otherwise specified
or the context requires otherwise in this annual report:



| | • | “IT” refers to information technology;
| | - | --------------------------------------



| | • | “ISO” means the International Organization for Standardization, which develops and
publishes international standards in a variety of technologies and in the IT services sector;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | “ISO 9001:2008” means a quality management software developed by the ISO designed to
help companies ensure they meet the standards of customers and other stakeholders;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | “Agile development methodologies” means a group of software development methods based
on iterative and incremental development, where requirements and solutions evolve through collaboration between self-organizing,
cross-functional teams; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | “Attrition Rate,” during a specific period, refers to the ratio of IT professionals
that left our company during the period to the number of IT professionals that were on our payroll on the last day of the period.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



“GLOBANT” and
its logo are our trademarks. Solely for convenience, we refer to our trademarks in this annual without the TM and ® symbols,
but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law,
our rights to our trademarks. Other service marks, trademarks and trade names referred to in this annual report are the property
of their respective owners.



PRESENTATION OF FINANCIAL INFORMATION



Our consolidated financial
statements are prepared under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting
Standards Board (“IASB”) and presented in U.S. dollars because the U.S. dollar is our functional currency. Our fiscal
year ends on December 31 of each year. Accordingly, all references to a particular year are to the year ended December 31 of that
year. Some percentages and amounts included in this annual report have been rounded for ease of presentation. Accordingly, figures
shown as totals in certain tables may not be an exact arithmetic aggregation of the figures that precede them.



PRESENTATION OF INDUSTRY AND MARKET DATA



In this annual report,
we rely on, and refer to, information regarding our business and the markets in which we operate and compete. The market data and
certain economic and industry data and forecasts used in this annual report were obtained from International Data Corporation (“IDC”),
Gartner, Inc. (“Gartner”), internal surveys, market research, governmental and other publicly available information,
independent industry publications and reports prepared by industry consultants. Industry publications, surveys and forecasts generally
state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and
completeness of such information is not guaranteed. We believe that these industry publications, surveys and forecasts are reliable,
but we have not independently verified them and cannot guarantee their accuracy or completeness.



Certain market share information
and other statements presented herein regarding our position relative to our competitors are not based on published statistical
data or information obtained from independent third parties, but reflect our best estimates. We have based these estimates upon
information obtained from our clients, trade and business organizations and associations and other contacts in the industries in
which we operate.



PART I.



Item 1. Identity of Directors, Senior
Management and Advisers



Not applicable.



Item 2. Offer Statistics and Expected
Timetable



Not applicable.



2







Item 3. Key Information



A. Selected Financial Data



The following summary consolidated
financial and other data of Globant S.A. should be read in conjunction with, and are qualified by reference to, “Operating
and Financial Review and Prospects” and our audited consolidated financial statements and notes thereto included elsewhere
in this annual report. The summary consolidated financial data as of December 31, 2014 and 2013 and for the years ended December
31, 2014, 2013 and 2012 are derived from the audited consolidated financial statements of Globant S.A. included elsewhere in this
annual report and should be read in conjunction with those audited consolidated financial statements and notes thereto. Our summary
consolidated financial data as of December 31, 2012 and for the year ended December 31, 2011 set forth below was derived from our
consolidated financial statements for the years ended December 31, 2013, 2012 and 2011, filed with the SEC on July 17, 2014 in
Registration Statement No. 333-190841 on Form F-1, which are not included in this annual report.



|                                                                          |  |                                                           |          |   | Year ended December 31, |  
|------------------------------------------------------------------------- |  | --------------------------------------------------------- | -------- | - | ----------------------- | -
|                                                                          |  | 2014                                                      |          |   | 2013                    |  
|                                                                          |  | (in thousands, except for percentages and per share data) |         
|Consolidated Statements of profit or loss and other comprehensive income: |  |                                                           |          |   |                         |  
|Revenues                                                                  |  | $                                                         | 199,605  |   |                         | $
|Cost of revenues (1)                                                      |  |                                                           | (121,693 | ) |                         |  
|Gross profit                                                              |  |                                                           | 77,912   |   |                         |  
|Selling, general and administrative expenses (2)                          |  |                                                           | (57,288  | ) |                         |  
|Impairment of tax credits, net of recoveries                              |  |                                                           | 1,505    |   |                         |  
|Profit (Loss) from operations                                             |  |                                                           | 22,129   |   |                         |  
|Gain on transaction with bonds (3)                                        |  |                                                           | 12,629   |   |                         |  
|Finance income                                                            |  |                                                           | 10,269   |   |                         |  
|Finance expense                                                           |  |                                                           | (11,213  | ) |                         |  
|Finance expense, net (4)                                                  |  |                                                           | (944     | ) |                         |  
|Other income and expenses, net (5)                                        |  |                                                           | 380      |   |                         |  
|Profit (Loss) before income tax                                           |  |                                                           | 34,194   |   |                         |  
|Income tax (6)                                                            |  |                                                           | (8,931   | ) |                         |  
|Net Income (Loss) for the year                                            |  | $                                                         | 25,263   |   |                         | $
|Earnings (Loss) per share:                                                |  |                                                           |          |   |                         |  
|Basic (7)                                                                 |  | $                                                         | 0.81     |   |                         | $
|Diluted (7)                                                               |  | $                                                         | 0.79     |   |                         | $
|Weighted average number of outstanding shares (in thousands)              |  |                                                           |          |   |                         |  
|Basic                                                                     |  |                                                           | 30,926   |   |                         |  
|Diluted                                                                   |  |                                                           | 31,867   |   |                         |  
|Other data:                                                               |  |                                                           |          |   |                         |  
|Adjusted gross profit (8)                                                 |  | $                                                         | 81,760   |   |                         | $
|Adjusted gross profit margin percentage (8)                               |  |                                                           | 41.0     | % |                         |  
|Adjusted selling, general and administrative expenses (8)                 |  | $                                                         | (52,485  | ) |                         | $
|Adjusted profit from operations (9)                                       |  |                                                           | 21,241   |   |                         |  
|Adjusted profit from operations margin percentage (9)                     |  |                                                           | 10.6     | % |                         |  
|Adjusted net income for the year (10)                                     |  | $                                                         | 25,880   |   |                         | $
|Adjusted net income margin percentage for the year (10)                   |  |                                                           | 13.0     | % |                         |  



| | (1) | Includes depreciation and amortization expense of $3,813, $3,215, $1,964 and $1,545 for the years
ended December 31, 2014, 2013, 2012 and 2011, respectively. Also includes transactions with related parties for an amount of $2,901
and $1,169 for the years ended December 31, 2012 and 2011, respectively. Finally, it includes share based compensation for $35,
$190 and $4,644 for the years ended December 31, 2014, 2013 and 2012, respectively.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Includes depreciation and amortization expense of $4,221, $3,941, $2,806 and $954 for the years
ended December 31, 2014, 2013, 2012 and 2011, respectively. Also includes transactions with related parties for an amount of $1,381
and $931 for the years ended December 31, 2012 and 2011, respectively. Finally, it includes share based compensation for $582,
$603 and $7,065 for the years ended December 31, 2014, 2013 and 2012, respectively.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Includes gain on transactions with bonds of $12,629 and $29,577 acquired with funds from capitalizations
and proceeds received by our Argentine subsidiaries as payments from exports for the year ended December 31, 2014 and 2013, respectively.
See note 3.18 to our audited consolidated financial statements.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Includes foreign exchange loss of $2,946, $4,238, $1,098 and $548 in 2014, 2013, 2012 and 2011,
respectively.
| | --- | -------------------------------------------------------------------------------------------------------------



3







| | (5) | Includes the gain related to the bargain business combination of Bluestar Peru of $472 for the
year ended December 31, 2014. See note 23 to our audited consolidated financial statements. Includes a gain of $1,703 on remeasurement
of the contingent consideration related to the acquisition of TerraForum for the year ended December 31, 2013. See note 27.10.1
to our audited consolidated financial statements.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Includes deferred tax charge of $370 for the year ended December 31, 2014 and a gain of $529, $2,479
and $109 for the years ended December 31, 2013, 2012 and 2011, respectively.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Includes the retroactive effect on our common shares of our reorganization as a Luxembourg company
and our 1-to-12 reverse share split for each of the years presented. See notes 1.1 and 29.4 to our audited consolidated financial
statements for more information about the reorganization and the reverse share split, respectively.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | To supplement our gross profit presented in accordance with IFRS, we use the non-IFRS financial
measure of adjusted gross profit, which is adjusted from gross profit, the most comparable IFRS measure, to exclude depreciation
and amortization expense and share-based compensation expense included in cost of revenues. For a reconciliation of gross profit
to adjusted gross profit, see footnote 9. We also present the non-IFRS financial measure of adjusted gross profit margin percentage,
which reflects adjusted gross profit margin as a percentage of revenues. To supplement our selling, general and administrative
expenses presented in accordance with IFRS, we use the non-IFRS financial measure of adjusted selling, general and administrative
expenses, which is adjusted from selling, general and administrative expenses, the most comparable IFRS measure, to exclude depreciation
and amortization expense and share-based compensation expense included in selling, general and administrative expenses. For a reconciliation
of selling, general and administrative expenses to adjusted selling, general and administrative expenses, see footnote 10. We believe
that excluding such depreciation and amortization and share-based compensation expense amounts from gross profit and selling, general
and administrative expenses and depreciation and amortization expense and share-based compensation expense included in cost of
revenues as a percentage of revenues from gross profit margin helps investors compare us and similar companies that exclude depreciation
and amortization expense and share-based compensation expense from gross profit and selling, general and administrative expenses
and depreciation and amortization expense and share-based compensation expense included in cost of revenues as a percentage of
revenues from gross profit margin. These non-IFRS financial measures are provided as additional information to enhance investors’
overall understanding of the historical and current financial performance of our operations. We believe these measures help illustrate
underlying trends in our business and use such measures to establish budgets and operational goals, communicated internally and
externally, for managing our business and evaluating its performance. These non-IFRS financial measures should be considered in
addition to results prepared in accordance with IFRS, but should not be considered as substitutes for or superior to IFRS results.
In addition, our calculation of these non-IFRS financial measures may be different from the calculation used by other companies,
and therefore comparability may be limited.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (9) | To supplement our profit (loss) from operations presented in accordance with IFRS, we use the non-IFRS
financial measure of adjusted profit from operations, which is adjusted from profit (loss) from operations the most comparable
IFRS measure, to exclude share-based compensation expense and impairment of tax credits, net of recoveries. For a reconciliation
of profit from operations to adjusted profit from operations, see footnote 10. In addition, we present the non-IFRS financial measure
of adjusted profit from operations margin percentage, which reflects adjusted profit from operations as a percentage of revenues.
These non-IFRS financial measures are provided as additional information to enhance investors’ overall understanding of the
historical and current financial performance of our operations. We believe these measures help illustrate underlying trends in
our business and use such measures to establish budgets and operational goals, communicated internally and externally, for managing
our business and evaluating its performance. These non-IFRS financial measures should be considered in addition to results prepared
in accordance with IFRS, but should not be considered as substitutes for or superior to IFRS results. In addition, our calculation
of these non-IFRS financial measures may be different from the calculation used by other companies, and therefore comparability
may be limited.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (10) | To supplement our net income (loss) presented in accordance with IFRS, we use the non-IFRS financial
measure of adjusted net income for the year, which is adjusted from net income (loss) for the year, the most comparable IFRS measure,
to exclude share-based compensation expense. In addition, we present the non-IFRS financial measure of adjusted net income margin
percentage for the year, which reflects adjusted net income for the year as a percentage of revenues. These non-IFRS financial
measures are provided as additional information to enhance investor’s overall understanding of the historical and current
financial performance of our operations. We believe these measures help illustrate underlying trends in our business and use such
measures to establish budgets and operational goals, communicated internally and externally, for managing our business and evaluating
its performance. These non-IFRS financial measures should be considered in addition to results prepared in accordance with IFRS,
but should not be considered as substitutes for or superior to IFRS results. In addition, our calculation of these non-IFRS financial
measures may be different from the calculation used by other companies, and therefore comparability may be limited.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4







Reconciliation of Non-IFRS Financial Data



|                                                                        |   | Year ended December 31,               |        
|----------------------------------------------------------------------- | - | ------------------------------------- | -------
|                                                                        |   | 2014                                  |        
|                                                                        |   | in thousands, except for percentages) |        
|Reconciliation of adjusted                                              |   |                                       |        
|Gross profit                                                            |   | $                                     | 77,912 
|Adjustments                                                             |   |                                       |        
|Depreciation and amortization expense                                   |   |                                       | 3,813  
|Share-based compensation expense                                        |   |                                       | 35     
|Adjusted gross profit                                                   |   | $                                     | 81,760 
|Reconciliation of adjusted selling, general and administrative expenses |   |                                       |        
|Selling, general and administrative expenses                            | ) | $                                     | (57,288
|Adjustments                                                             |   |                                       |        
|Depreciation and amortization expense                                   |   |                                       | 4,221  
|Share-based compensation expense                                        |   |                                       | 582    
|Adjusted selling, general and administrative expenses                   | ) | $                                     | (52,485
|Reconciliation of adjusted profit from operations                       |   |                                       |        
|Profit (Loss) from operations                                           |   | $                                     | 22,129 
|Adjustments                                                             |   |                                       |        
|Impairment of tax credits                                               |   |                                       | (1,505 
|Share-based compensation expense                                        |   |                                       | 617    
|Adjusted profit from operations                                         |   | $                                     | 21,241 
|Reconciliation of adjusted profit for the period/year                   |   |                                       |        
|Profit (loss) for the period/year                                       |   | $                                     | 25,263 
|Adjustments                                                             |   |                                       |        
|Share-based compensation expense                                        |   |                                       | 617    
|Adjusted profit for the period/year                                     |   | $                                     | 25,880 



Consolidated Statements of Financial Position Data



|                                                      |  | As of December 31, |        
|----------------------------------------------------- |  | ------------------ | -------
|                                                      |  | 2014               |        
|                                                      |  | (in thousands)     |        
|Consolidated statements of financial position data:   |  |                    |        
|Cash and cash equivalents                             |  | $                  | 34,195 
|Investments                                           |  |                    | 27,984 
|Trade receivables                                     |  |                    | 40,056 
|Other receivables (current and non-current)           |  |                    | 15,169 
|Deferred tax assets                                   |  |                    | 4,881  
|Investment in associates                              |  |                    | 750    
|Other financial assets                                |  |                    | —      
|Property and equipment                                |  |                    | 19,213 
|Intangible assets                                     |  |                    | 6,105  
|Goodwill                                              |  |                    | 12,772 
|Total assets                                          |  |                    | 161,125
|                                                      |  |                    |        
|Trade payables                                        |  |                    | 5,673  
|Payroll and social security taxes payable             |  |                    | 20,967 
|Borrowings (current and non-current)                  |  |                    | 1,285  
|Other financial liabilities (current and non-current) |  |                    | 1,308  



5







|                                 |  | As of December 31, |        
|-------------------------------- |  | ------------------ | -------
|                                 |  | 2014               |        
|                                 |  | (in thousands)     |        
|Tax liabilities                  |  |                    | 3,446  
|Other liabilities and provisions |  |                    | 967    
|Total liabilities                |  |                    | 33,646 
|Total equity                     |  |                    | 127,479
|Total equity and liabilities     |  | $                  | 161,125



B. Capitalization and Indebtedness



Not applicable.



C. Reasons for the Offer and Use of Proceeds



Not applicable.



D. Risk Factors



You should carefully
consider the risks and uncertainties described below, together with the other information contained in this annual report, before
making any investment decision. Any of the following risks and uncertainties could have a material adverse effect on our business,
prospects, results of operations and financial condition. The market price of our common shares could decline due to any of these
risks and uncertainties, and you could lose all or part of your investment. The risks described below are those that we currently
believe may materially affect us.



Risks Related to Our Business and Industry



If we are unable to maintain current
resource utilization rates and productivity levels, our revenues, profit margins and results of operations may be adversely affected.



Our profitability and the
cost of providing our services are affected by our utilization rate of the Globers in our Studios. If we are not able to maintain
appropriate utilization rates for our professionals, our profit margin and our profitability may suffer. Our utilization rates
are affected by a number of factors, including:



| | • | our ability to transition Globers from completed projects to new assignments and to hire and integrate
new employees;
| | - | ---------------------------------------------------------------------------------------------------------------------



| | • | our ability to forecast demand for our services and thereby maintain an appropriate headcount in
each of our delivery centers;
| | - | ------------------------------------------------------------------------------------------------------------------------------



| | • | our ability to manage the attrition of our IT professionals; and
| | - | ----------------------------------------------------------------



| | • | our need to devote time and resources to training, professional development and other activities
that cannot be billed to our clients.
| | - | --------------------------------------------------------------------------------------------------------------------------------------



Our revenue could also
suffer if we misjudge demand patterns and do not recruit sufficient employees to satisfy demand. Employee shortages could prevent
us from completing our contractual commitments in a timely manner and cause us to pay penalties or lose contracts or clients. In
addition, we could incur increased payroll costs, which would negatively affect our utilization rates and our business.



Increases in our
current levels of attrition may increase our operating costs and adversely affect our future business prospects.



The total attrition rate
among our Globers was 20.2%, 22.2% and 20.9% for the years ended December 31, 2014, 2013 and 2012, respectively. If our attrition
rate were to increase, our operating efficiency and productivity may decrease. We compete for talented individuals not only with
other companies in our industry but also with companies in other industries, such as software services, engineering services and
financial services companies, among others, and there is a limited pool of individuals who have the skills and training needed
to help us grow our company. High attrition rates of qualified personnel could have an adverse effect on our ability to expand
our business, as well as cause us to incur greater personnel expenses and training costs.



6







If the pricing structures
that we use for our client contracts are based on inaccurate expectations and assumptions regarding the cost and complexity of
performing our work, our contracts could be unprofitable, which could adversely affect our results of operations, financial condition
and cash flows from operation.



We perform our services
primarily under time-and-materials contracts (where materials costs consist of travel and out-of-pocket expenses). We charge out
the services performed by our Globers under these contracts at hourly rates that are agreed to at the time the contract is entered
into. The hourly rates and other pricing terms negotiated with our clients are highly dependent on the complexity of the project,
the mix of staffing we anticipate using on it, internal forecasts of our operating costs and predictions of increases in those
costs influenced by wage inflation and other marketplace factors. Our predictions are based on limited data and could turn out
to be inaccurate. Typically, we do not have the ability to increase the hourly rates established at the outset of a client project
in order to pass through to our client increases in salary costs driven by wage inflation and other marketplace factors. Because
we conduct the majority of our operations through our operating subsidiaries located in Argentina, we are subject to the effects
of wage inflation and other marketplace factors in Argentina, which have increased significantly in recent years. If increases
in salary and other operating costs at our Argentine subsidiaries exceed our internal forecasts, the hourly rates established under
our time-and-materials contracts might not be sufficient to recover those increased operating costs, which would make those contracts
unprofitable for us, thereby adversely affecting our results of operations, financial condition and cash flows from operations.



In addition to our time-and-materials
contracts, we undertake some engagements on a fixed-price basis. Revenues from our fixed-price contracts represented approximately
9.3%, 15.2% and 14.7% of total revenues for the years ended December 31, 2014, 2013 and 2012, respectively. Our pricing in a fixed-price
contract is highly dependent on our assumptions and forecasts about the costs we will incur to complete the related project, which
are based on limited data and could turn out to be inaccurate. Any failure by us accurately to estimate the resources and time
required to complete a fixed-price contract on time and on budget or any unexpected increase in the cost of our Globers assigned
to the related project, office space or materials could expose us to risks associated with cost overruns and could have a material
adverse effect on our business, results of operations and financial condition. In addition, any unexpected changes in economic
conditions that affect any of the foregoing assumptions and predicitions could render contracts that would have been favorable
to us when signed unfavorable.



If we cannot maintain our culture
as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our solutions, results of operations
and business may be harmed.



We believe that a critical
contributor to our success has been our culture, which is the foundation that supports and facilitates our distinctive approach.
As our company grows, and we are required to add more Globers and infrastructure to support our growth, we may find it increasingly
difficult to maintain our culture. If we fail to maintain a culture that fosters innovation, creativity and teamwork, our solutions,
results of operations and business may be materially adversely affected. In addition, there may be disparities in wealth among
our Globers, which may adversely impact relations among Globers and our culture in general.



We may not be able to achieve anticipated
growth, which could materially adversely affect our revenues, results of operations, business and prospects.



We intend to continue our
expansion in the foreseeable future and to pursue existing and potential market opportunities. As we add new Studios, introduce
new services or enter into new markets, we may face new market, technological and operational risks and challenges with which we
are unfamiliar, and we may not be able to mitigate these risks and challenges to successfully grow those services or markets. We
may not be able to achieve our anticipated growth, which could materially adversely affect our revenues, results of operations,
business and prospects.



If we are unable to effectively
manage the rapid growth of our business, our management personnel, systems and resources could face significant strains, which
could adversely affect our results of operations.



We have experienced, and
continue to experience, rapid growth in our headcount, operations and revenues, which has placed, and will continue to place, significant
demands on our management and operational and financial infrastructure. Additionally, the longer-term transition in our delivery
mix from Buenos Aires-based staffing to increasingly decentralized staffing in other locations in Latin America (and, recently,
the United States) has also placed additional operational and structural demands on our resources. Our future growth depends on
recruiting, hiring and training technology professionals, growing our international operations, expanding our delivery capabilities,
adding effective sales staff and management personnel, adding service offerings, maintaining existing clients and winning new business.
Effective management of these and other growth initiatives will require us to continue to improve our infrastructure, execution
standards and ability to expand services. Failure to manage growth effectively could have a material adverse effect on the quality
of the execution of our engagements, our ability to attract and retain IT professionals and our business, results of operations
and financial condition.



If we were to lose the services
of our senior management team or other key employees, our business operations, competitive position, client relationships, revenues
and results of operation may be adversely affected.



Our future success heavily
depends upon the continued services of our senior management team and other key employees. We currently do not maintain key man
life insurance for any of our founders, members of our senior management team or other key employees. If one or more of our senior
executives or key employees are unable or unwilling to continue in their present positions, it could disrupt our business operations,
and we may not be able to replace them easily, on a timely basis or at all. In addition, competition for senior executives and
key employees in our industry is intense, and we may be unable to retain our senior executives and key employees or attract and
retain new senior executives and key employees in the future, in which case our business may be severely disrupted.



If any of our senior management
team or key employees joins a competitor or forms a competing company, we may lose clients, suppliers, know-how and key IT professionals
and staff members to them. Also, if any of our sales executives or other sales personnel, who generally maintain a close relationship
with our clients, joins a competitor or forms a competing company, we may lose clients to that company, and our revenues may be
materially adversely affected. Additionally, there could be unauthorized disclosure or use of our technical knowledge, practices
or procedures by such personnel. If any dispute arises between any members of our senior management team or key employees and us,
any noncompetition, nonsolicitation and nondisclosure agreements we have with our founders, senior executives or key employees
might not provide effective protection to us in light of legal uncertainties associated with the enforceability of such agreements.



7







If we are unable to attract and
retain highly-skilled IT professionals, we may not be able to maintain client relationships and grow effectively, which may adversely
affect our business, results of operations and financial condition.



Our business is labor intensive
and, accordingly, our success depends upon our ability to attract, develop, motivate, retain and effectively utilize highly-skilled
IT professionals. We believe that there is significant competition for technology professionals in Latin America, the United States,
Europe and elsewhere who possess the technical skills and experience necessary to deliver our services, and that such competition
is likely to continue for the foreseeable future. As a result, the technology industry generally experiences a significant rate
of turnover of its workforce. Our business plan is based on hiring and training a significant number of additional technology professionals
each year in order to meet anticipated turnover and increased staffing needs. Our ability to properly staff projects, to maintain
and renew existing engagements and to win new business depends, in large part, on our ability to hire and retain qualified IT professionals.



We cannot assure you that
we will be able to recruit and train a sufficient number of qualified professionals or that we will be successful in retaining
current or future employees. Increased hiring by technology companies, particularly in Latin America, the United States and Europe,
and increasing worldwide competition for skilled technology professionals may lead to a shortage in the availability of qualified
personnel in the locations where we operate and hire. Failure to hire and train or retain qualified technology professionals in
sufficient numbers could have a material adverse effect on our business, results of operations and financial condition.



If we do not continue to innovate
and remain at the forefront of emerging technologies and related market trends, we may lose clients and not remain competitive,
which could cause our revenues and results of operations to suffer.



Our success depends on
delivering innovative software solutions that leverage emerging technologies and emerging market trends to drive increased revenues
and effective communication with customers. Technological advances and innovation are constant in the technology services industry.
As a result, we must continue to invest significant resources in research and development to stay abreast of technology developments
so that we may continue to deliver solutions that our clients will wish to purchase. If we are unable to anticipate technology
developments, enhance our existing services or develop and introduce new services to keep pace with such changes and meet changing
client needs, we may lose clients and our revenues and results of operations could suffer. Our results of operations would also
suffer if our innovations are not responsive to the needs of our clients, are not appropriately timed with market opportunities
or are not effectively brought to market. Our competitors may be able to offer engineering, design and innovation services that
are, or that are perceived to be, substantially similar or better than those we offer. This may force us to compete on other fronts
in addition to the quality of our services and to expend significant resources in order to remain competitive, which we may be
unable to do.



If the current effective income
tax rate payable by us in any country in which we operate is increased or if we lose any country-specific tax benefits, then our
financial condition and results of operations may be adversely affected.



We conduct business globally
and file income tax returns in multiple jurisdictions. Our consolidated effective income tax rate could be materially adversely
affected by several factors, including changes in the amount of income taxed by or allocated to the various jurisdictions in which
we operate that have differing statutory tax rates; changing tax laws, regulations and interpretations of such tax laws in multiple
jurisdictions; and the resolution of issues arising from tax audits or examinations and any related interest or penalties.



We report our results of
operations based on our determination of the amount of taxes owed in the various jurisdictions in which we operate. We have transfer
pricing arrangements among our subsidiaries in relation to various aspects of our business, including operations, marketing, sales
and delivery functions. Transfer pricing regulations require that any international transaction involving associated enterprises
be on arm’s-length terms. We consider the transactions among our subsidiaries to be on arm’s-length terms. The determination
of our consolidated provision for income taxes and other tax liabilities requires estimation, judgment and calculations where the
ultimate tax determination may not be certain. Our determination of tax liability is always subject to review or examination by
authorities in various jurisdictions.



Under the Software Promotion
Law, our operating subsidiaries in Argentina benefit from a 60% reduction in their corporate income tax rate (as applied to income
from promoted software activities) and a tax credit of up to 70% of amounts paid for certain social security taxes (contributions)
that may be offset against value-added tax liabilities. Law No. 26,692, the 2011 amendment to the Software Promotion Law (“Law
No. 26,692”), also allows such tax credits to be applied to reduce our Argentine subsidiaries’ corporate income tax
liability by a percentage not higher than the subsidiaries’ declared percentage of exports and extends the tax benefits under
the Software Promotion Law until December 31, 2019.



On September 16, 2013,
the Argentine government published Regulatory Decree No. 1315/2013, which governs the implementation of the Software Promotion
Law. Regulatory Decree No. 1315/2013 introduced specific requirements to qualify for the tax benefits contemplated by the Software
Promotion Law. In particular, Regulatory Decree No. 1315/2013 provides that from September 17, 2014 through December 31, 2019,
only those companies that are accepted for registration in the National Registry of Software Producers (Registro Nacional de
Productores de Software y Servicios Informaticos) maintained by the Secretary of Industry (Secretaria de Industria del Ministerio
de Industria) will be entitled to participate in the benefits of the Software Promotion Law. On June 25, 2014, our Argentine
subsidiaries Huddle Group S.A., IAFH Global S.A. and Sistemas Globales S.A. applied for registration in the National Registry of
Software Producers. As of the date of this annual report, all three subsidiaries have been accepted for registration in the National
Registry of Software Producers effective retroactively from September 18, 2014.



8







Regulatory Decree No. 1315/2013
states that the 60% reduction in corporate income tax provided under the Software Promotion Law shall only become effective as
of the beginning of the fiscal year after the date on which an applicant is accepted for registration in the National Registry
of Software Producers. It is unclear under current Argentine tax rules whether applicants that were registered under the Software
Promotion Law as originally enacted in 2004 would be permitted to apply, for the period from January 1, 2014 through September
17, 2014, the lower corporate income tax rate to which they are entitled under the Software Promotion Law as originally enacted.



On March 11, 2014, the
Argentine Federal Administration of Public Revenue (Administración Federal de Ingresos Publicos, or “AFIP”)
issued General Resolution No. 3,597 (“General Resolution No. 3,597”). This measure provides that, as a further prerequisite
to participation in the benefits of the Software Promotion Law, exporters of software and related services must register in a newly
established Special Registry of Exporters of Services (Registro Especial de Exportadores de Servicios). On March 14, May
21 and May 28, 2014, our Argentine subsidiaries Huddle Group S.A., IAFH Global S.A. and Sistemas Globales S.A., respectively, applied
and were accepted for registration in the Special Registry of Exporters of Services. In addition, General Resolution No. 3,597
states that any tax credits generated under the Software Promotion Law by a participant in the Software Promotion Law will only
be valid until September 17, 2014.



During the period
from November 2014 through April 24, 2015, the Secretary and Subsecretary of Industry have issued rulings approving the
registration in the National Registry of Software Producers of 33 software companies that were previously registered under
the Software Promotion Law as originally enacted in 2004. In each case, the ruling made the effective date of registration
retroactive to September 18, 2014. In addition, in each case the ruling provides that the benefits enjoyed under the Software
Promotion Law as originally enacted are not extinguished until the ruling (including the rulings issued on March 26, 2015
approving the registration of Sistemas Globales S.A. and April 17, 2015 approving the registration of IAFH Global S.A. and
Huddle Group S.A.) goes into effect (which occurs upon its date of publication in the Argentine government’s Boletin
Oficial).



Based on these rulings,
management believes that General Resolution No. 3,597 has been interpreted by the Secretary of Industry as permitting tax credits
generated under the Software Promotion Law to be valid until the effective date of registration in the National Registry of Software
Producers. This interpretation would be consistent with the fact that the tax benefits accrued by us under the Software Promotion
Law as originally enacted remain valid according to AFIP’s computer systems, regardless of the fact that our Argentine subsidiaries
have not yet been accepted for registration by the Secretary of Industry.



Our subsidiary in Uruguay,
which is situated in a tax-free zone, benefits from a 0% income tax rate and an exemption from value-added tax.



If these tax incentives
in Argentina and Uruguay are changed, terminated, not extended or made available, or comparable new tax incentives are not introduced,
we expect that our effective income tax rate and/or our operating expenses would increase significantly, which could materially
adversely affect our financial condition and results of operations. See “Operating and Financial Review and Prospects — Operating
Results — Certain Income Statement Line Items — Income Tax Expense” and “Operating
and Financial Review and Prospects — Liquidity and Capital Resources — Future Capital Requirements.”



If any of our largest clients terminates,
decreases the scope of, or fails to renew its business relationship or short-term contract with us, our revenues, business and
results of operations may be adversely affected.



We generate a significant
portion of our revenues from our ten largest clients. During the years ended December 31, 2014, 2013 and 2012, our largest customer
based on revenues, Walt Disney Parks and Resorts Online, accounted for 8.7%, 6.4% and 9.3% of our revenues, respectively. During
the years ended December 31, 2014, 2013 and 2012, our ten largest clients accounted for 43.9%, 39.7% and 45.0% of our revenues,
respectively.



Our ability to maintain
close relationships with these and other major clients is essential to the growth and profitability of our business. However, most
of our client contracts are limited to short-term, discrete projects without any commitment to a specific volume of business or
future work, and the volume of work performed for a specific client is likely to vary from year to year, especially since we are
generally not our clients’ exclusive technology services provider. A major client in one year may not provide the same level
of revenues for us in any subsequent year. The technology services we provide to our clients, and the revenues and income from
those services, may decline or vary as the type and quantity of technology services we provide changes over time. In addition,
our reliance on any individual client for a significant portion of our revenues may give that client a certain degree of pricing
leverage against us when negotiating contracts and terms of service.



In addition, a number of
factors, including the following, other than our performance could cause the loss of or reduction in business or revenues from
a client and these factors are not predictable:



| | • | our need to devote time and resources to training, professional development and other activities
that cannot be billed to our clients.
| | - | --------------------------------------------------------------------------------------------------------------------------------------



9







| | • | the business or financial condition of that client or the economy generally;
| | - | ----------------------------------------------------------------------------



| | • | a change in strategic priorities by that client, resulting in a reduced level of spending on technology
services;
| | - | -----------------------------------------------------------------------------------------------------------------



| | • | a demand for price reductions by that client; and
| | - | -------------------------------------------------



| | • | a decision by that client to move work in-house or to one or several of our competitors.
| | - | ----------------------------------------------------------------------------------------



The loss or diminution
in business from any of our major clients could have a material adverse effect on our revenues and results of operations.



Our revenues, margins, results
of operations and financial condition may be materially adversely affected if general economic conditions in the United States,
Europe or the global economy worsen.



We derive a significant
portion of our revenues from clients located in the United States and, to a lesser extent, Europe. The 2008-2009 crisis in the
financial and credit markets in United States, Europe and Asia led to a global economic slowdown, with the economies of those regions,
particularly the Eurozone, continuing to show significant signs of weakness. The technology services industry is particularly sensitive
to the economic environment, and tends to decline during general economic downturns. If the U.S. or European economies further
weaken or slow, pricing for our services may be depressed and our clients may reduce or postpone their technology spending significantly,
which may, in turn, lower the demand for our services and negatively affect our revenues and profitability.



The ongoing financial crisis
in Europe (including concerns that certain European countries may default in payments due on their national debt) and the resulting
economic uncertainty could adversely impact our operating results unless and until economic conditions in Europe improve and the
prospect of national debt defaults in Europe decline. To the extent that these adverse economic conditions continue or worsen,
they will likely have a negative effect on our business.



If we are unable to successfully
anticipate changing economic and political conditions affecting the markets in which we operate, we may be unable to effectively
plan for or respond to those changes, and our results of operations could be adversely affected.



We face intense competition from
technology and IT services providers, and an increase in competition, our inability to compete successfully, pricing pressures
or loss of market share could materially adversely affect our revenues, results of operations and financial condition.



The market for technology
and IT services is intensely competitive, highly fragmented and subject to rapid change and evolving industry standards and we
expect competition to intensify. We believe that the principal competitive factors that we face are the ability to innovate; technical
expertise and industry knowledge; end-to-end solution offerings; reputation and track record for high-quality and on-time delivery
of work; effective employee recruiting; training and retention; responsiveness to clients’ business needs; scale; financial
stability; and price.



We face competition primarily
from large global consulting and outsourcing firms, digital agencies and design firms, traditional technology outsourcing providers,
and the in-house product development departments of our clients and potential clients. Many of our competitors have substantially
greater financial, technical and marketing resources and greater name recognition than we do. As a result, they may be able to
compete more aggressively on pricing or devote greater resources to the development and promotion of technology and IT services.
Companies based in some emerging markets also present significant price competition due to their competitive cost structures and
tax advantages.



In addition, there are
relatively few barriers to entry into our markets and we have faced, and expect to continue to face, competition from new technology
services providers. Further, there is a risk that our clients may elect to increase their internal resources to satisfy their services
needs as opposed to relying on a third-party vendor, such as our company. The technology services industry is also undergoing consolidation,
which may result in increased competition in our target markets in the United States and Europe from larger firms that may have
substantially greater financial, marketing or technical resources, may be able to respond more quickly to new technologies or processes
and changes in client demands, and may be able to devote greater resources to the development, promotion and sale of their services
than we can. Increased competition could also result in price reductions, reduced operating margins and loss of our market share.
We cannot assure you that we will be able to compete successfully with existing or new competitors or that competitive pressures
will not materially adversely affect our business, results of operations and financial condition.



Our business depends on a strong
brand and corporate reputation, and if we are not able to maintain and enhance our brand, our ability to expand our client base
will be impaired and our business and operating results will be adversely affected.



Since many of our specific
client engagements involve highly tailored solutions, our corporate reputation is a significant factor in our clients’ and
prospective clients’ determination of whether to engage us. We believe the Globant brand name and our reputation are important
corporate assets that help distinguish our services from those of our competitors and also contribute to our efforts to recruit
and retain talented IT professionals. However, our corporate reputation is susceptible to damage by actions or statements made
by current or former employees or clients, competitors, vendors, adversaries in legal proceedings and government regulators, as
well as members of the investment community and the media. There is a risk that negative information about our company, even if
based on false rumor or misunderstanding, could adversely affect our business. In particular, damage to our reputation could be
difficult and time-consuming to repair, could make potential or existing clients reluctant to select us for new engagements, resulting
in a loss of business, and could adversely affect our recruitment and retention efforts. Damage to our reputation could also reduce
the value and effectiveness of our Globant brand name and could reduce investor confidence in us and result in a decline in the
price of our common shares.



10







We are seeking to expand our presence
in the United States, which entails significant expenses and deployment of employees on-site with our clients. If we are unable
to manage our operational expansion into the United States, it may adversely affect our business, results of operations and prospects.



A key element of Globant’s
strategy is to expand our delivery footprint, including by increasing the number of employees that are deployed onsite at our clients
or near client locations. In particular, we intend to focus our recruitment efforts on the United States. Client demands, the availability
of high-quality technical and operational personnel at attractive compensation rates, regulatory environments and other pertinent
factors may vary significantly by region and our experience in the markets in which we currently operate may not be applicable
to other regions. As a result, we may not be able to leverage our experience to expand our delivery footprint effectively into
our target markets in the United States. If we are unable to manage our expansion efforts effectively, if our expansion plans take
longer to implement than expected or if our costs for these efforts exceed our expectations, our business, results of operations
and prospects could be materially adversely affected.



If a significant number of our
Globers were to join unions, our labor costs and our business could be negatively affected.



As of December 31, 2014,
we had 77 Globers, 70 of whom work at our delivery center located in Rosario, Argentina, who are covered by a collective bargaining
agreement with the Federación Argentina de Empleados de Comercio y Servicios (“FAECYS”), which is renewed on
an annual basis. In addition, our primary Argentine subsidiary is defending a lawsuit filed by FAECYS in which FAECYS is demanding
the application of its collective labor agreement to unspecified categories of employees of that subsidiary. According to FAECYS’s
claim, our principal Argentine subsidiary would have been required to withhold and transfer to FAECYS an amount equal to 0.5% of
the gross monthly salaries of that subsidiary’s payroll from October 2006 to October 2011. Furthermore, FAECYS’ claim
may be increased to cover withholdings from October 2006 through the date of a future judgment. Several Argentine technology companies
are facing similar lawsuits filed by FAECYS which have been decided in favor of both the companies and FAECYS. Under Argentine
law, judicial decisions only apply to the particular case at hand. There is no stare decisis and courts’ decisions
are not binding on lower courts even in the same jurisdiction although they may be used as guidelines on other similar cases. See
“Financial Information — Consolidated Statements and Other Financial Information — Legal
Proceedings” and the notes to our consolidated financial statements. If a significant additional number of our Globers were
to join unions, our labor costs and our business could be negatively affected.



Our revenues are dependent on a
limited number of industries, and any decrease in demand for technology services in these industries could reduce our revenues
and adversely affect our results of operations.



A substantial portion of
our clients are concentrated in the following industries: professional services; media and entertainment; technology and telecommunications;
and banks, financial services and insurance, which industries, in the aggregate, constituted 75.1%, 78.5% and 82.7% of our total
revenues for the years ended December 31, 2014, 2013 and 2012, respectively. Our business growth largely depends on continued demand
for our services from clients in these industries and other industries that we may target in the future, as well as on trends in
these industries to purchase technology services or to move such services in-house.



A downturn in any of these
or our targeted industries, a slowdown or reversal of the trend to spend on technology services in any of these industries could
result in a decrease in the demand for our services and materially adversely affect our revenues, financial condition and results
of operations. For example, a worsening of economic conditions in the media and entertainment industry and significant consolidation
in that industry may reduce the demand for our services and negatively affect our revenues and profitability.



Other developments in the
industries in which we operate may also lead to a decline in the demand for our services in these industries, and we may not be
able to successfully anticipate and prepare for any such changes. For example, consolidation in any of these industries or acquisitions,
particularly involving our clients, may adversely affect our business. Our clients may experience rapid changes in their prospects,
substantial price competition and pressure on their profitability. This, in turn, may result in increasing pressure on us from
clients in these key industries to lower our prices, which could adversely affect our revenues, results of operations and financial
condition.



We have a relatively short operating
history and operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects, may increase the
risk that we will not continue to be successful and, accordingly, increases the risk of your investment.



Our company was founded
in 2003 and, therefore, has a relatively short operating history. In addition, the technology services industry itself is continuously
evolving. Competition, fueled by rapidly changing consumer demands and constant technological developments, renders the technology
services industry one in which success and performance metrics are difficult to predict and measure. Because services and technologies
are rapidly evolving and each company within the industry can vary greatly in terms of the services it provides, its business model,
and its results of operations, it can be difficult to predict how any company’s services, including ours, will be received
in the market. While enterprises have been willing to devote significant resources to incorporate emerging technologies and related
market trends into their business models, enterprises may not continue to spend any significant portion of their budgets on our
services in the future. Neither our past financial performance nor the past financial performance of any other company in the technology
services industry is indicative of how our company will fare financially in the future. Our future profits may vary substantially
from those of other companies, and those we have achieved in the past, making investment in our company risky and speculative.
If our clients’ demand for our services declines, as a result of economic conditions, market factors or shifts in the technology
industry, our business would suffer and our results of operations and financial condition would be adversely affected.



11







We are investing substantial cash
in new facilities and physical infrastructure, and our profitability and cash flows could be reduced if our business does not grow
proportionately.



We have made and continue
to make significant contractual commitments related to capital expenditures on construction or expansion of our delivery centers.
We may encounter cost overruns or project delays in connection with opening new facilities. These expansions will likely increase
our fixed costs and if we are unable to grow our business and revenues proportionately, our profitability and cash flows may be
negatively affected.



If we cause disruptions in our
clients’ businesses or provide inadequate service, our clients may have claims for substantial damages against us, which
could cause us to lose clients, have a negative effect on our corporate reputation and adversely affect our results of operations.



If our Globers make errors
in the course of delivering services to our clients or fail to consistently meet service requirements of a client, these errors
or failures could disrupt the client’s business, which could result in a reduction in our revenues or a claim for substantial
damages against us. In addition, a failure or inability to meet a contractual requirement could seriously damage our corporate
reputation and limit our ability to attract new business.



The services we provide
are often critical to our clients’ businesses. Certain of our client contracts require us to comply with security obligations
including maintaining network security and backup data, ensuring our network is virus-free, maintaining business continuity planning
procedures, and verifying the integrity of employees that work with our clients by conducting background checks. Any failure in
a client’s system or breach of security relating to the services we provide to the client could damage our reputation or
result in a claim for substantial damages against us. Any significant failure of our equipment or systems, or any major disruption
to basic infrastructure like power and telecommunications in the locations in which we operate, could impede our ability to provide
services to our clients, have a negative impact on our reputation, cause us to lose clients, and adversely affect our results of
operations.



Under our client contracts,
our liability for breach of our obligations is in some cases limited pursuant to the terms of the contract. Such limitations may
be unenforceable or otherwise may not protect us from liability for damages. In addition, certain liabilities, such as claims of
third parties for which we may be required to indemnify our clients, are generally not limited under our contracts. The successful
assertion of one or more large claims against us in amounts greater than those covered by our current insurance policies could
materially adversely affect our business, financial condition and results of operations. Even if such assertions against us are
unsuccessful, we may incur reputational harm and substantial legal fees.



We may face losses or reputational
damage if our software solutions turn out to contain undetected software defects.



A significant amount of
our business involves developing software solutions for our clients as part of our provision of technology services. We are required
to make certain representations and warranties to our clients regarding the quality and functionality of our software. Any undetected
software defects could result in liability to our clients under certain contracts as well as losses resulting from any litigation
initiated by clients due to any losses sustained as a result of the defects. Any such liability or losses could have an adverse
effect on our financial condition as well as on our reputation with our clients and in the technology services market in general.



Our client relationships, revenues,
results of operations and financial condition may be adversely affected if we experience disruptions in our Internet infrastructure,
telecommunications or IT systems.



Disruptions in telecommunications,
system failures, Internet infrastructure or computer virus attacks could damage our reputation and harm our ability to deliver
services to our clients, which could result in client dissatisfaction and a loss of business and related reduction of our revenues.
We may not be able to consistently maintain active voice and data communications between our various global operations and with
our clients due to disruptions in telecommunication networks and power supply, system failures or computer virus attacks. Any significant
failure in our ability to communicate could result in a disruption in business, which could hinder our performance and our ability
to complete projects on time. Such failure to perform on client contracts could have a material adverse effect on our business,
results of operations and financial condition.



If our computer system is or becomes
vulnerable to security breaches, or if any of our employees misappropriates data, we may face reputational damage, lose clients
and revenues, or incur losses.



We often have access to
or are required to collect and store confidential client and customer data. Many of our client contracts do not limit our potential
liability for breaches of confidentiality. If any person, including any of our Globers or former Globers, penetrates our network
security or misappropriates data or code that belongs to us, our clients, or our clients’ customers, we could be subject
to significant liability from our clients or from our clients’ customers for breaching contractual confidentiality provisions
or privacy laws.



12







Unauthorized disclosure
of sensitive or confidential client and customer data, whether through breach of our computer systems, systems failure, loss or
theft of confidential information or intellectual property belonging to our clients or our clients’ customers, or otherwise,
could damage our reputation, cause us to lose clients and revenues, and result in financial and other potential losses by us.



Our business, results of operations
and financial condition may be adversely affected by the various conflicting and/or onerous legal and regulatory requirements imposed
on us by the countries where we operate.



Since we provide services
to clients throughout the world, we are subject to numerous, and sometimes conflicting, legal requirements on matters as diverse
as import/export controls, content requirements, trade restrictions, tariffs, taxation, sanctions, government affairs, anti-bribery,
whistle blowing, internal and disclosure control obligations, data protection and privacy and labor relations. Our failure to comply
with these regulations in the conduct of our business could result in fines, penalties, criminal sanctions against us or our officers,
disgorgement of profits, prohibitions on doing business and adverse impact on our reputation. Our failure to comply with these
regulations in connection with the performance of our obligations to our clients could also result in liability for monetary damages,
fines and/or criminal prosecution, unfavorable publicity, restrictions on our ability to process information and allegations by
our clients that we have not performed our contractual obligations. Due to the varying degree of development of the legal systems
of the countries in which we operate, local laws might be insufficient to defend us and preserve our rights.



Due to our operating in
a number of countries in Latin America, the United States and the United Kingdom, we are also subject to risks relating to compliance
with a variety of national and local laws including multiple tax regimes, labor laws, employee health safety and wages and benefits
laws. We may, from time to time, be subject to litigation or administrative actions resulting from claims against us by current
or former Globers individually or as part of class actions, including claims of wrongful terminations, discrimination, misclassification
or other violations of labor law or other alleged conduct. We may also, from time to time, be subject to litigation resulting from
claims against us by third parties, including claims of breach of noncompete and confidentiality provisions of our employees’
former employment agreements with such third parties. Our failure to comply with applicable regulatory requirements could have
a material adverse effect on our business, results of operations and financial condition.



We may not be able to prevent unauthorized
use of our intellectual property and our intellectual property rights may not be adequate to protect our business, competitive
position, results of operations and financial condition.



Our success depends in
part on certain methodologies, practices, tools and technical expertise our company utilizes in designing, developing, implementing
and maintaining applications and other proprietary intellectual capital. In order to protect our rights in this intellectual capital,
we rely upon a combination of nondisclosure and other contractual arrangements as well as trade secret, patent, copyright and trademark
laws. We also generally enter into confidentiality agreements with our employees, consultants, clients and potential clients and
limit access to and distribution of our proprietary information.



We hold several trademarks
and have a pending U.S. patent application and intend to submit additional U.S. federal and foreign patent and trademark applications
for developments relating to additional service offerings in the future. We cannot assure you that we will be successful in maintaining
existing or obtaining future intellectual property rights or registrations. There can be no assurance that the laws, rules, regulations
and treaties in the countries in which we operate in effect now or in the future or the contractual and other protective measures
we take are adequate to protect us from misappropriation or unauthorized use of our intellectual capital or that such laws, rules,
regulations and treaties will not change.



We cannot assure you that
we will be able to detect unauthorized use of our intellectual property and take appropriate steps to enforce our rights or that
any such steps will be successful. We cannot assure you that we have taken all necessary steps to enforce our intellectual property
rights in every jurisdiction in which we operate and we cannot assure you that the intellectual property laws of any jurisdiction
in which we operate are adequate to protect our interest or that any favorable judgment obtained by us with respect thereto will
be enforced in the courts. Misappropriation by third parties of, or other failure to protect, our intellectual property, including
the costs of enforcing our intellectual property rights, could have a material adverse effect on our business, competitive position,
results of operations and financial condition.



If we incur any liability for a
violation of the intellectual property rights of others, our reputation, business, financial condition and prospects may be adversely
affected.



Our success largely depends
on our ability to use and develop our technology, tools, code, methodologies and services without infringing the intellectual property
rights of third parties, including patents, copyrights, trade secrets and trademarks. We may be subject to litigation involving
claims of patent infringement or violation of other intellectual property rights of third parties. We typically indemnify clients
who purchase our services and solutions against potential infringement of intellectual property rights, which subjects us to the
risk of indemnification claims. These claims may require us to initiate or defend protracted and costly litigation on behalf of
our clients, regardless of the merits of these claims and are often not subject to liability limits or exclusion of consequential,
indirect or punitive damages. If any of these claims succeed, we may be forced to pay damages on behalf of our clients, redesign
or cease offering our allegedly infringing services or solutions, or obtain licenses for the intellectual property such services
or solutions allegedly infringe. If we cannot obtain all necessary licenses on commercially reasonable terms, our clients may stop
using our services or solutions.



13







Further, our current and
former Globers could challenge our exclusive rights to the software they have developed in the course of their employment. In certain
countries in which we operate, an employer is deemed to own the copyright work created by its employees during the course, and
within the scope, of their employment, but the employer may be required to satisfy additional legal requirements in order to make
further use and dispose of such works. While we believe that we have complied with all such requirements, and have fulfilled all
requirements necessary to acquire all rights in software developed by our independent contractors, these requirements are often
ambiguously defined and enforced. As a result, we cannot assure you that we would be successful in defending against any claim
by our current or former Globers or independent contractors challenging our exclusive rights over the use and transfer of works
those Globers or independent contractors created or requesting additional compensation for such works.



We are subject to additional
risks as a result of our recent and possible future acquisitions and the hiring of new employees who may misappropriate intellectual
property from their former employers. The developers of the technology that we have acquired or may acquire may not have appropriately
created, maintained or enforced intellectual property rights in such technology. Indemnification and other rights under acquisition
documents may be limited in term and scope and may therefore provide little or no protection from these risks. Parties making infringement
claims may be able to obtain an injunction to prevent us from delivering our services or using technology involving the allegedly
infringing intellectual property. Intellectual property litigation is expensive and time-consuming and could divert management’s
attention from our business. A successful infringement claim against us, whether with or without merit, could, among others things,
require us to pay substantial damages, develop substitute non-infringing technology, or rebrand our name or enter into royalty
or license agreements that may not be available on acceptable terms, if at all, and would require us to cease making, licensing
or using products that have infringed a third party’s intellectual property rights. Protracted litigation could also result
in existing or potential clients deferring or limiting their purchase or use of our software product development services or solutions
until resolution of such litigation, or could require us to indemnify our clients against infringement claims in certain instances.
Any intellectual property claim or litigation, whether we ultimately win or lose, could damage our reputation and materially adversely
affect our business, financial condition and results of operations.



We may not be able to recognize
revenues in the period in which our services are performed and the costs of those services are incurred, which may cause our margins
to fluctuate.



We perform our services
primarily under time-and-materials contracts (where our materials costs consist of travel and out-of-pocket expenses) and, to a
lesser extent, fixed-price contracts. All revenues are recognized pursuant to applicable accounting standards.



We recognize revenues when
realized or realizable and earned, which is when the following criteria are met: persuasive evidence of an arrangement exists,
delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. If there is uncertainty
about the project completion or receipt of payment for the services, revenues are deferred until the uncertainty is sufficiently
resolved.



We recognize revenues from
fixed-price contracts based on the percentage of completion method. In instances where final acceptance of the product, system
or solution is specified by the client, revenues are deferred until all acceptance criteria have been met. In the absence of a
sufficient basis to measure progress towards completion, revenues are recognized upon receipt of final acceptance from the client.



Uncertainty about the project
completion or receipt of payment for our services or our failure to meet all the acceptance criteria, or otherwise meet a client’s
expectations, may result in our having to record the cost related to the performance of services in the period that services were
rendered, but delay the timing of revenue recognition to a future period in which all acceptance criteria have been met, which
may cause our margins to fluctuate.



Our cash flows and results of operations
may be adversely affected if we are unable to collect on billed and unbilled receivables from clients.



Our business depends on
our ability to successfully obtain payment from our clients of the amounts they owe us for work performed. We evaluate the financial
condition of our clients and usually bill and collect on relatively short cycles. We maintain provisions against receivables. Actual
losses on client balances could differ from those that we currently anticipate and, as a result, we may need to adjust our provisions.
We cannot assure you that we will accurately assess the creditworthiness of our clients. Macroeconomic conditions, such as a potential
credit crisis in the global financial system, could also result in financial difficulties for our clients, including limited access
to the credit markets, insolvency or bankruptcy. Such conditions could cause clients to delay payment, request modifications of
their payment terms, or default on their payment obligations to us, all of which could increase our receivables balance. Timely
collection of fees for client services also depends on our ability to complete our contractual commitments and subsequently bill
for and collect our contractual service fees. If we are unable to meet our contractual obligations, we might experience delays
in the collection of or be unable to collect our client balances, which would adversely affect our results of operations and cash
flows could be adversely affected. In addition, if we experience an increase in the time required to bill and collect for our services,
our cash flows could be adversely affected, which could affect our ability to make necessary investments and, therefore, our results
of operations.



14







If we are faced with immigration
or work permit restrictions in any country where we currently have personnel onsite at a client location or would like to expand
our delivery footprint, then our business, results of operations and financial condition may be adversely affected.



A key part of Globant’s
strategy is to expand our delivery footprint, including by increasing the number of employees that are deployed onsite at our clients
or near client locations. Therefore, we must comply with the immigration, work permit and visa laws and regulations of the countries
in which we operate or plan to operate. Our future inability to obtain or renew sufficient work permits and/or visas due to the
impact of these regulations, including any changes to immigration, work permit and visa regulations in jurisdictions such as the
United States, could have a material adverse effect on our business, results of operations and financial condition.



If we are unable to maintain favorable
pricing terms with current or new suppliers, our results of operations would be adversely affected.



We rely to a limited extent
on suppliers of goods and services. In some cases, we have contracts or oral agreements with such parties guaranteeing us favorable
pricing terms. We cannot guarantee our ability to maintain such pricing terms beyond the date that pricing terms are fixed pursuant
to a written agreement. Furthermore, should economic circumstances change, such that suppliers find it beneficial to change or
attempt to renegotiate such pricing terms in their favor, we cannot assure you that we would be able to withstand an increase or
achieve a favorable outcome in any such negotiation. Any change in our pricing terms would increase our costs and expenses, which
would have an adverse effect on our results of operations.



If our current insurance coverage
is or becomes insufficient to protect against losses incurred, our business, results of operations and financial condition may
be adversely affected.



We provide technology services
that are integral to our clients’ businesses. If we were to default in the provision of any contractually agreed-upon services,
our clients could suffer significant damages and make claims upon us for those damages. Although we believe that we have adequate
processes in place to protect against defaults in the provisions of services, errors and omissions may occur. We currently carry
$10 million in errors and omissions liability coverage for all of the services we provide. To the extent client damages are deemed
recoverable against us in amounts substantially in excess of our insurance coverage, or if our claims for insurance coverage are
denied by our insurance carriers for any reason including, but not limited to a client’s failure to provide insurance carrier-required
documentation or a client’s failure to follow insurance carrier-required claim settlement procedures, there could be a material
adverse effect on our business, results of operations and financial condition.



Strategic acquisitions to complement
and expand our business have been and will likely remain an important part of our competitive strategy. If we fail to acquire companies
whose prospects, when combined with our company, would increase our value, or if we acquire and fail to efficiently integrate such
other companies, then our business, results of operations, and financial condition may be adversely affected.



We have expanded, and may
continue to expand, our operations through strategically targeted acquisitions focused on deepening our relationships with key
clients, extending our technological capacities, broadening our service offering and expanding the geographic footprint of our
delivery centers, including beyond Latin America. We completed two acquisitions in 2008, one in 2011, two in 2012, one in 2013
and two in 2014. Financing of any future acquisition could require the incurrence of indebtedness, the issuance of equity or a
combination of both. There can be no assurance that we will be able to identify, acquire or profitably manage additional businesses
or successfully integrate any acquired businesses without substantial expense, delays or other operational or financial risks and
problems. Furthermore, acquisitions may involve a number of special risks, including diversion of management’s attention,
failure to retain key acquired personnel, unanticipated events or legal liabilities and amortization of acquired intangible assets.
In addition, any client satisfaction or performance problems within an acquired business could have a material adverse impact on
our company’s corporate reputation and brand. We cannot assure you that any acquired businesses would achieve anticipated
revenues and earnings. Any failure to manage our acquisition strategy successfully could have a material adverse effect on our
business, results of operations and financial condition.



We have incurred significant share-based
compensation expense in 2012, and may in the future continue to incur share-based compensation expense, which could adversely impact
our profits or the trading price of our common shares.



From 2006 through June
30, 2012, we granted a total of 1,306,697 share appreciation rights (“SARs”) to a limited number of key employees pursuant
to SAR award agreements as a form of long-term incentive compensation. In June 2012, we decided to replace the SARs with share
options, under which the beneficiary employee has an option to purchase our common shares that is exercisable upon the earliest
of (i) the effective date of the share option agreement, provided that the employee has been continuously employed by us (or any
of our subsidiaries), (ii) an event of liquidity, as defined in the share option agreement, or (iii) an initial public offering
registered under the Securities Act. The exercise price of the share options was unchanged from the original SAR award agreements
and is required to be paid by the employee in cash at the date of exercise. The share option agreements were signed on June 30,
2012 by all employees who had been awarded SARs under the SAR award agreements.



IFRS prescribes how we
account for share-based compensation, which could adversely or negatively impact our results of operations or the price of our
common shares. IFRS requires us to recognize share-based compensation as compensation expense in our statement of profit or loss
and other comprehensive income generally based on the fair value of equity awards on the date of the grant, with compensation expense
recognized over the period in which the recipient is required to provide service as an employee in exchange for the equity award.
The modification of the SAR award agreements into share option agreements under which the options are immediately exercisable for
those employees who have met the service requirement under the share option agreements were recorded in the year ended December
31, 2012 as a modification of terms of the original agreement prospectively as of the date of change. For the year ended December
31, 2012, we recorded $11.7 million of share-based compensation expense related to these share option agreements. For the years
ended December 31, 2014 and 2013, we recorded $0.6 and $0.8 million of share-based compensation expense related to these share
option agreements, respectively.



15







On July 3, 2014, our board
of directors and shareholders approved and adopted the 2014 Equity Incentive Plan. Pursuant to this plan, on July 18, 2014, the
first trading day of Globant common shares on the NYSE, we made the annual grants under the 2014 Equity Incentive Plan to certain
executive officers and other employees. The grants included options to purchase 589,000 common shares with a vesting period of
four years. 25% of the options become exercisable on each anniversary of the grant date. Share-based compensation expense for awards
of equity instruments is determined based on the fair value of the awards at the grant date. Upon exercise of the option, each
employee share option converts into one common share of Globant. No amounts are paid or payable by the recipient on receipt of
the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date
of vesting to the date of their expiration (ten years after the grant date).



The expenses associated
with share-based compensation may reduce the attractiveness of issuing equity awards under our equity incentive plan. However,
if we do not grant equity awards, or if we reduce the number of equity awards we grant, we may not be able to attract and retain
key personnel. If we grant more equity awards to attract and retain key personnel, the expenses associated with such additional
equity awards could materially adversely affect our results of operations and the trading price of our common shares.



Our ability to expand our business
and procure new contracts or enter into beneficial business arrangements could be affected to the extent we enter into agreements
with clients containing noncompetition clauses.



We are a party to an agreement
with one client that restricts our ability to perform similar services for its competitors. We may in the future enter into agreements
with clients that restrict our ability to accept assignments from, or render similar services to, those clients’ customers,
require us to obtain our clients’ prior written consent to provide services to their customers or restrict our ability to
compete with our clients, or bid for or accept any assignment for which those clients are bidding or negotiating. These restrictions
may hamper our ability to compete for and provide services to other clients in a specific industry in which we have expertise and
could materially adversely affect our business, financial condition and results of operations.



Risks Related to Operating in Latin America and Argentina



Our principal operating
subsidiary is based in Argentina and we have subsidiaries in Colombia, Uruguay, Peru, Mexico and Brazil. There are significant
risks to operating in those countries that should be carefully considered before making an investment decision.



Latin America



Latin America has experienced adverse
economic conditions that may impact our business, financial condition and results of operations.



Our business is dependent
to a certain extent upon the economic conditions prevalent in Argentina as well as the other Latin American countries in which
we operate, such as Colombia, Uruguay, Peru, Mexico and Brazil. Latin American countries have historically experienced uneven periods
of economic growth, as well as recession, periods of high inflation and economic instability. Currently, as a consequence of adverse
economic conditions in global markets and diminishing commodity prices, the economic growth rates of the economies of many Latin
American countries have slowed and some have entered mild recessions. Adverse economic conditions in any of these countries could
have a material adverse effect on our business, financial condition and results of operations.



Latin American governments have
exercised and continue to exercise significant influence over the economies of the countries where we operate, which could adversely
affect our business, financial condition, results of operations and prospects.



Historically, governments
in Latin America have frequently intervened in the economies of their respective countries and have occasionally made significant
changes in policy and regulations. Governmental actions to control inflation and other policies and regulations have often involved,
among others, price controls, currency devaluations, capital controls and tariffs. Our business, financial condition, results of
operations and prospects may be adversely affected by:



| | • | changes in government policies or regulations, including such factors as exchange rates and exchange
control policies;
| | - | ----------------------------------------------------------------------------------------------------------------------



| | • | inflation rates;
| | - | ----------------



| | • | interest rates;
| | - | ---------------



| | • | tariff and inflation control policies;
| | - | --------------------------------------



| | • | price control policies;
| | - | -----------------------



16







| | • | liquidity of domestic capital and lending markets;
| | - | --------------------------------------------------



| | • | electricity rationing;
| | - | ----------------------



| | • | tax policies, royalty and tax increases and retroactive tax claims; and
| | - | -----------------------------------------------------------------------



| | • | other political, diplomatic, social and economic developments in or affecting the countries where
we operate.
| | - | -------------------------------------------------------------------------------------------------------------



Inflation,
and government measures to curb inflation in Latin America, may adversely affect the economies in the countries where we operate
in Latin America, our business and results of operations.



Some of the countries in
which we operate in Latin America have experienced, or are currently experiencing, high rates of inflation. Although inflation
rates in many of these countries have been relatively low in the recent past, we cannot assure you that this trend will continue.
The measures taken by the governments of these countries to control inflation have often included maintaining a tight monetary
policy with high interest rates, thereby restricting the availability of credit and retarding economic growth. Inflation, measures
to combat inflation and public speculation about possible additional actions have also contributed significantly to economic uncertainty
in many of these countries and to heightened volatility in their securities markets. Periods of higher inflation may also slow
the growth rate of local economies. Inflation is also likely to increase some of our costs and expenses, which we may not be able
to fully pass on to our clients, which could adversely affect our operating margins and operating income.



We face the
risk of political and economic crises, instability, terrorism, civil strife, expropriation and other risks of doing business in
Latin America, which could adversely affect our business, financial condition and results of operations.



We conduct our operations
primarily in Latin America. Economic and political developments in Latin America, including future economic changes or crises (such
as inflation, currency devaluation or recession), government deadlock, political instability, terrorism, civil strife, changes
in laws and regulations, restrictions on the repatriation of dividends or profits, expropriation or nationalization of property,
restrictions on currency convertibility, volatility of the foreign exchange market and exchange controls could impact our operations
or the market value of our common shares and have a material adverse effect on our business, financial condition and results of
operations.



Argentina



Our business,
results of operations and financial condition may be adversely affected by fluctuations in currency exchange rates (most notably
between the U.S. dollar and the Argentine peso).



We conduct a substantial
portion of our operations outside the United States, and our businesses may be impacted by significant fluctuations in foreign
currency exchange rates. The exposure associated with generating revenues and incurring expenses in different currencies and the
devaluation of local currency revenues impairing the value of investments in U.S. dollars. Our consolidated financial statements
and those of most of our subsidiaries are presented in U.S. dollars, whereas some of our subsidiaries’ operations are performed
in local currencies. Therefore, the resulting exchange differences arising from the translation to our presentation currency are
recognized in the finance gain or expense item or as a separate component of equity depending on the functional currency for each
subsidiary. Fluctuations in exchange rates relative to the U.S. dollar could impair the comparability of our results from period
to period and could have a material adverse effect on our results of operations and financial condition.



In addition, our results
of operations and financial condition are particularly sensitive to changes in the Argentine peso/U.S. dollar exchange rate because
the majority of our operations are conducted in Argentinaand therefore our costs are incurred,
for the most-part, in Argentine pesos, while the substantial portion of our revenues are generated outside of Argentina in U.S.
dollars. Consequently, appreciation of the U.S. dollar relative to the Argentine peso, to the extent not offset by inflation in
Argentina, could result in favorable variations in our operating margins and, conversely, depreciation of the U.S. dollar relative
to the Argentine peso could impact our operating margins negatively.



In 2002, the enactment
of Argentine Law No. 25,561 ended more than a decade of uninterrupted Argentine peso/U.S. dollar parity, and the value of the Argentine
peso against the U.S. dollar has fluctuated significantly since then. As a result of this economic instability, the Argentine peso
has been subject to significant devaluation against the U.S. dollar and Argentina’s foreign debt rating has been downgraded
on multiple occasions based upon concerns regarding economic conditions and rising fears of increased inflationary pressures. This
uncertainty may also adversely impact Argentina’s ability to attract capital.



The increasing level of
inflation in Argentina has generated pressure for further depreciation of the Argentine peso. The Argentine peso depreciated 10.1%
against the U.S. dollar in 2009, 4.7% in 2010, 8.0% in 2011, 14.4% in 2012, 32.5% in 2013 and 31.2% in 2014.



The significant restrictions
on the purchase of foreign currency have given rise to the development of an implied rate of exchange. See “— Restrictions
on transfers of foreign currency and the repatriation of capital from Argentina may impair our ability to receive dividends and
distributions from, and the proceeds of any sale of, our assets in Argentina.” The implied rate of exchange may increase
or decrease in the future. We cannot predict future fluctuations in the Argentine peso/U.S. dollar exchange rate. As a result,
fluctuations in the Argentine peso against the U.S. dollar may have a material impact on the value of an investment in our common
shares. Because most of our operations are located in Argentina, large variations in the comparative value of the Argentine peso
and the U.S. dollar may adversely affect our business.



17







Despite the positive effects
of the depreciation of the Argentine peso on the competitiveness of certain sectors of the Argentine economy, including our business,
it has also had a far-reaching negative impact on the Argentine economy and on the financial condition of many Argentine businesses
and individuals. The devaluation of the Argentine peso has had a negative impact on the ability of certain Argentine businesses
to honor their foreign currency-denominated debt, and has also led to very high inflation initially and significantly reduced real
wages. The devaluation has also negatively impacted businesses whose success is dependent on domestic market demand, and adversely
affected the Argentine government’s ability to honor its foreign debt obligations. If the Argentine peso is significantly
devalued, the Argentine economy and our business could be adversely affected.



A significant appreciation
of the Argentine peso against the U.S. dollar could also adversely affect the Argentine economy as well as our business. Our results
of operations are sensitive to changes in the Argentine peso/U.S. dollar exchange rate because the majority of our operations are
conducted in Argentina and therefore our costs are incurred, for the most-part, in Argentine pesos. In the short term, a significant
appreciation of the Argentine peso against the U.S. dollar would adversely affect exports and the desire of foreign companies to
purchase services from Argentina. Our business is dependent to a certain extent on maintaining our labor and other costs competitive
with those of companies located in other regions around the world from which technology and IT services may be purchased by clients
in the United States and Europe. We periodically evaluate the need for hedging strategies with our board of directors, including
the use of such instruments to mitigate the effect of foreign exchange rate fluctuations. During the year ended December 31, 2014,
our principal Argentine operating subsidiary, Sistemas Globales S.A., entered into foreign exchange forward contracts to reduce
its risk of exposure to fluctuations in foreign currency. We may in the future, as circumstances warrant, decide to enter into
derivative transactions to hedge our exposure to the Argentine peso/U.S. dollar exchange rate. If we do not hedge such exposure
or we do not do so effectively, an appreciation of the Argentine peso against the U.S. dollar may raise our costs, which would
increase the prices of our services to our customers, which, in turn, could adversely affect our business, financial condition
and results of operations.



Government intervention in the
Argentine economy, particularly expropriation policies, could adversely affect our results of operations or financial condition.



The Argentine government
has assumed substantial control over the Argentine economy and it may increase its level of intervention in certain areas, particularly
expropriation policies. For example, on April 16, 2012, the Argentine government sent a bill to the Argentine Congress to expropriate
51% of the Class D Shares of YPF S.A. (“YPF”), the main Argentine oil company. The expropriation law was passed by
Congress on May 3, 2012 and provides for the expropriation of 51% of the share capital of YPF, represented by an identical stake
of Class D shares owned, directly or indirectly, by Repsol, S.A. and its affiliates. The Argentine government and the Argentine
provinces that are members of the Federal Organization of Hydrocarbon Producing Provinces own 51% and 49%, respectively, of the
YPF shares subject to seizure. However, during February 2014, the Argentine government agreed to pay Repsol S.A. $5.0 billion in
Argentine sovereign bonds to compensate them for the seizure of the YPF shares. This agreement has been ratified by Repsol S.A.’s
shareholders and by the Argentine Congress through Law No. 26,932, which was passed on April 24, 2014 and Argentine sovereign bonds
have been delivered to Repsol S.A.



There are other recent
examples of government intervention. In December 2012 and August 2013, the Argentine Congress established new regulations relating
to domestic capital markets. The new regulations generally provide for increased intervention in the capital markets by the government,
authorizing, for example, the Comisión Nacional de Valores (“CNV”) to appoint observers with the ability to
veto the decisions of the board of directors of companies admitted to the public offering regime under certain circumstances and
suspend the board of directors for a period of up to 180 days.



Supply Law No. 26,991 became
effective on September 28, 2014 (the “Supply Law”). The Supply Law applies to all economic processes linked to goods,
facilities and services which, either directly or indirectly, satisfy basic needs destined to the general welfare of the population,
and grants broad delegations of powers to the Trade Secretaria, dependent on the Ministry of Economy and Public Finance (the “Enforcement
Authority”) to regulate such processes. The Supply Law also provides that in a situation of shortage or scarcity of goods
or services which satisfy basic needs destined to the general welfare of the population, the Enforcement Authority may order their
sale, production, distribution and delivery throughout the Argentine territory.



Expropriations and other
interventions by the Argentine government such as the one relating to YPF can have an adverse impact on the level of foreign investment
in Argentina, the access of Argentine companies to the international capital markets and Argentina’s commercial and diplomatic
relations with other countries.



Argentine presidential,
congressional, municipal and state government elections are expected to be held in October 2015. Uncertainty resulting from the
election campaigns regarding the results of the elections, or as a result of uncertainty as to whether the new Argentine government
will implement changes in policy or regulation, may adversely affect the Argentine economy. The president of Argentina and its
congress each have considerable power to determine governmental policies and actions that relate to the Argentine economy and,
consequently, affect our results of operations or financial condition. We can offer no assurances that the policies that may be
implemented by the Argentine government after such elections will not adversely affect our business, results of operations or financial
condition.



18







The approval of judicial reforms
proposed by the Argentine government could adversely affect our operations.



On April 8, 2013, the Argentine
government submitted to the Argentine Congress three bills relating to: (a) the creation of three courts of cassation and the amendment
of the Civil and Commercial Procedure Code, which was passed by the Argentine Congress on April 24, 2013 (the “Courts of
Cassation Law”); (b) amendments to Law No. 24,937, which governs the Council of the Judiciary, which was passed by the Argentine
Congress on May 8, 2013 (the “Council of the Judiciary Law”); and (c) a new regulation providing for precautionary
measures in proceedings involving the federal government or any of its decentralized entities, which was passed by the Argentine
Congress on April 24, 2013 (the “Precautionary Proceedings Law”).



The Courts of Cassation
Law creates: (1) a federal court of cassation to review administrative law matters; (2) a federal court of cassation to review
labor and social security law matters; and (3) a federal court of cassation to review civil and commercial law matters. These three
new federal courts (collectively, the “Cassation Courts”) will have jurisdiction to review appeals of decisions rendered
by the Argentine federal Courts of Appeals on administrative law, labor and social security, and civil and commercial matters,
respectively, and to decide the constitutionality of those appeals. Appointees to the Cassation Courts must satisfy the same conditions
as Supreme Court judicial candidates in order to be named to the Cassation Courts. Abbreviated designation procedures may be implemented
to expedite the appointment process. Finally, the Courts of Cassation Law reduces the number of members of the Supreme Court of
Argentina from seven to five. As a result of the passing of this law, judicial proceedings before federal and national courts may
require more time and cost to pursue because there will be a new level of judicial review before having access to the Argentine
federal Supreme Court.



The Council of the Judiciary
Law increases the number of members of the Council of the Judiciary from 13 to 19, including three judges, three lawyers’
representatives, six academic representatives, six congressmen (four from the majority party and two from the minority party) and
a member of the federal executive branch. Furthermore, the Council of the Judiciary Law changes the methodology for appointing
members to the Council. Members of the Council were previously appointed by their peers. According to the Council of the Judiciary
Law, members will be appointed concurrently with the general presidential elections by means of the existing open, compulsory and
simultaneous primary elections. The Council of the Judiciary is entrusted with broad powers to: (1) organize and run the judicial
system, including the training, appointment and removal of judges; (2) approve the draft proposal for the judicial annual budget,
establish the system of compensation and provide for the administration of all judicial personnel; (3) sanction judges and retired
judges; and (4) amend the regulatory regime applicable to the judiciary system. Consequently, the election of the members of the
Council of the Judiciary is expected to be politically influenced, and non-political constituencies for the removal of judges would
have less impact.



Under the Precautionary
Proceedings Law, judges will need to establish a period of effectiveness of precautionary measures, under penalty of nullity, against
the Argentine government and its agencies of no longer than six months in normal proceedings, and three months in abbreviated proceedings
and in cases of “ amparo .” The term of precautionary measures may be extended for six months if it is in the public
interest. Consideration will be given to any dilatory tactics or proactive measures taken by the party that was awarded the precautionary
measures. In addition, judges are allowed to grant precautionary measures that would affect or disrupt the purposes, properties
or revenues of the Argentine federal government, nor could judges impose personal monetary charges on public officers. Moreover,
precautionary measures against the Argentine federal government or its decentralized entities will be effective once the requesting
party posts an injunction bond for the expenditures or damages that the measure may cause. The injunction bond will not be required
when the precautionary measures are granted to the federal government or any of its decentralized entities. Finally, the law does
not permit precautionary measures that concur with the purpose of the substantive litigation.



On June 18, 2013, the Supreme
Court declared certain sections of the Council of the Judiciary Law unconstitutional, in particular those sections referring to
the increase in the number of members of the Council of the Judiciary and the methodology for appointing such members. The Court
of Cassation Law and the Precautionary Proceedings Law have also been challenged before the Argentine courts, although final resolution
of these challenges by the Supreme Court is still pending.



These laws may have an
effect on our operations in Argentina, since it may become more difficult to guarantee our right to a timely and unbiased judicial
review of administrative decisions.



Our results of operations may be
adversely affected by high and possibly increasing inflation in Argentina.



Since 2007, the inflation
index has been extensively discussed in the Argentine economy. The intervention of the Argentine government in the National Institute
of Statistics and Census Information (Instituto Nacional de Estadísticas y Censos, or “INDEC”) and the
change in the way the inflation index is measured have resulted in disagreements between the Argentine government and private consultants
as to the actual annual inflation rate. The Argentine government has imposed fines on private consultants reporting inflation rates
higher than the INDEC data. As a result, private consultants typically share their data with Argentine lawmakers who oppose the
current government, who release such data from time to time. This could result in a further decrease in confidence in Argentina’s
economy.



According to the INDEC,
the consumer price index increased 21.7%, 10.9% and 10.8% in 2014, 2013 and 2012, respectively. Uncertainty surrounding future
inflation rates has slowed the rebound in the long-term credit market. Private estimates, on average, refer to annual rates of
inflation substantially in excess of those published by the INDEC. For example, opposition lawmakers in Argentina reported an inflation
rate of 38.5%, 28.3% and 25.6% for the years ended December 31, 2014, 2013 and 2012, respectively.



19







In the past, inflation
has materially undermined the Argentine economy and the government’s ability to create conditions that would permit stable
growth. High inflation may also undermine Argentina’s foreign competitiveness in international markets and adversely affect
economic activity and employment, as well as our business and results of operation. In particular, the margin on our services is
impacted by the increase in our costs in providing those services, which is influenced by wage inflation in Argentina, as well
as other factors.



In June 2008, the INDEC
published a new consumer price index, which has been criticized by economists and investors after its initial report found prices
rising below expectations. These events have affected the credibility of the consumer price index published by the INDEC, as well
as other indices published by the INDEC that use the consumer price index in their calculation, including the poverty index, the
unemployment index and real Gross Domestic Product (“GDP”). On November 23, 2010, the Argentine government consulted
with the International Monetary Fund (the “IMF”) for technical assistance in order to prepare a new national consumer
price index, with the aim of modernizing the current statistical system. During the first quarter of 2011, a team from the IMF
started working in conjunction with the INDEC to create this index. Notwithstanding the foregoing, reports published by the IMF
state that their staff also uses alternative measures of inflation for macroeconomic surveillance, including data produced by private
sources, which have shown inflation rates considerably higher than those issued by the INDEC since 2007, and the IMF has called
on Argentina to adopt remedial measures to address the quality of official data. In its meeting held on February 1, 2013, the Executive
Board of the IMF found that Argentina’s progress in implementing remedial measures since September 2012 had not been sufficient,
and, as a result, the IMF issued a declaration of censure against Argentina in connection with the breach of its related obligations
to the IMF under the Articles of Agreement and called on Argentina to adopt remedial measures to address the inaccuracy of inflation
and GDP data without further delay. On February 14, 2013, the Argentine government announced a new consumer price index called
the Indice de Precios al Consumidor Nacional Urbano (the “IPCNU”), which was 21.7% for the year ended December 31,
2014. The IMF acknowledged the new index and indicated it will review the same to confirm that it satisfies IMF requirements. In
addition, in February 2014, the INDEC released a new GDP index for 2013, equal to 3.0%, which differs from the GDP index originally
released by the INDEC for the same period of 5.5%. If it is determined that it is necessary to unfavorably adjust the consumer
price index and other INDEC indices, there could be a significant decrease in confidence in the Argentine economy, which could,
in turn, have a material adverse effect on us.



Argentina’s defaults with
respect to the payment of its foreign debt could prevent the government and the private sector from accessing the international
capital markets, which could adversely affect our financial condition, including our ability to obtain financing outside of Argentina.



As of December 31, 2001,
Argentina’s total public debt amounted to $144.5 billion. In December of 2001, Argentina defaulted on over $81.8 billion
in external debt to bondholders. In addition, since 2002, Argentina suspended payments on over $15.7 billion in debt to multilateral
financial institutions (such as the IMF and the “Paris Club” — an informal intergovernmental group
of creditors from 19 different countries that convenes to renegotiate debts to sovereign creditors) and other financial institutions.
In 2006, Argentina cancelled all of its outstanding debt with the IMF totalling approximately $9.5 billion, and through various
exchange offers made to bondholders between 2004 and 2010, restructured over $74.4 billion of its defaulted debt. On September
2, 2008, pursuant to Decree No. 1,394/08, Argentina officially announced a decision to pay its outstanding debt to the Paris Club,
which offer was accepted. As of September 30, 2013, Argentina’s total public debt (including amounts owed to the Paris Club)
amounted to $201 billion and the amount owed specifically to the Paris Club, as of September 30, 2013, equaled $5.9 billion. On
May 29, 2014, the Paris Club announced that it had reached an agreement to clear Argentina’s debt in arrears due to the Paris
Club in the amount of $9.7 billion, as of April 30, 2014. The agreement provides for repayment of the debt within five years, including
a minimum of $1.2 billion to be paid during May 2015 and an additional payment during May 2016.



The foreign shareholders
of several Argentine companies, including public utilities and bondholders that did not participate in the exchange offers described
above, have filed claims in excess of $16 billion with the International Centre for Settlement of Investment Disputes (the “ICSID”)
alleging that the emergency measures adopted by the government differ from the just and equal treatment dispositions set forth
in several bilateral investment treaties to which Argentina is a party. As of December 31, 2011, the ICSID has ruled that the Argentine
government must pay an amount of approximately $1 billion, plus interest and incurred expenses, in respect of such claims. Furthermore,
in connection with the same matter, the United Nations Commission on International Trade Law has issued two judgments requiring
the Argentine government to pay $240 million, plus interest and expenses, to these entities. In addition, on August 4, 2011, the
ICSID held that it had jurisdiction to hear claims brought by 60,000 Italian holders of Argentine sovereign debt who did not participate
in the exchange offers and filed a request for arbitration with the ICSID for a claim totalling $4.4 billion. The tribunal also
issued a procedural order to examine how the proceedings were conducted and how the procedural calendar was developed. On July
11, 2013, the arbitration tribunal was constituted in accordance with ICSID convention. From August 9–13, 2013, certain ICSID
judgment creditors, including Blue Ridge Investments L.L.C., CC-WB Holdings LLC, Vivendi Universal S.A., Compañía
Aguas de Aconquija S.A., Azurix Corp. and NG-UN Holdings LLC, sent letters to the Argentine Ministry of Economy proposing settlement
of their claims. On October 18, 2013, the Argentine Ministry of Economy issued Resolution No. 598/2013, which approved a form of
a transactional agreement to be entered into with such creditors. The transactional agreement provides for a 25% reduction of the
creditors’ claims and payment in kind through Argentine BODEN and Bonos de la Nación Argentina en Dólares Estadounidenses
7% 2017 . In addition, the creditors would subscribe for Argentine Bono Argentino de Ahorro para el Desarrollo Económico — Registrable
in an amount equal to 10% of their claims. By entering into these transactional agreements, the creditors and the Argentine government
will waive all of their respective claims in regard to any awards and any other judicial or administrative actions seeking to obtain
recognition and enforcement of such awards. On March 20, 2014, the ICSID proceeding filed by Repsol S.A. on December 18, 2012 in
connection with YPF’s expropriation was suspended pursuant to an agreement between Repsol and the Argentine government, which
was ratified by the Argentine Congress on April 24, 2014.



20







On March 28, 2012, by way
of enactment of Law No. 26,739, the Argentine Congress approved an amendment of the charter of the Argentine Central Bank (Banco
Central de la República Argentina) that, among other things:



| | • | limits the availability of economic information (i.e. , expected rate of inflation, amount and
composition of reserves and of the monetary base);
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



| | • | significantly increases the Argentine government’s access to financing from the Argentine
Central Bank;
| | - | -------------------------------------------------------------------------------------------------------



| | • | grants the board of directors of the Argentine Central Bank the discretion to determine the required
level of reserves;
| | - | -----------------------------------------------------------------------------------------------------------------------



| | • | establishes that any reserves above the required level fixed by the board of directors constitute
freely available reserves; and
| | - | --------------------------------------------------------------------------------------------------------------------------------



| | • | provides that in addition to the payment of obligations with international financial institutions,
the freely available reserves may now also be applied towards the payment of official bilateral external debt (such as the Paris
Club).
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In litigation
brought before the U.S. federal district court for the Southern District of New York, certain holders of Argentina’s
bonds that did not participate in the exchange offers conducted in 2005 and 2010 have challenged Argentina’s decision
to pay bondholders who agreed to participate in those exchange offers even as it refuses to pay the nonparticipating
bondholders. Pursuant to an order dated February 23, 2012, as amended by an order dated November 21, 2012, based on the equal
treatment provision under the defaulted debt, the district court granted an injunction requiring Argentina to pay holders of
the defaulted debt as a precondition to making a single interest payment under the restructured debt. The injunction
further required Argentina to pay into an escrow account over $1.3 billion prior to making the December 15 scheduled payment
of the restructured debt. In its decision issued on October 26, 2012, the U.S. Court of Appeals for the Second Circuit
(the “Second Circuit”) affirmed the U.S. federal district court’s ruling that Argentina’s actions
violate contractual provisions in the Fiscal Agency Agreement under which the bonds were issued that require the issuer to
treat bondholders equally. The Second Circuit’s decision also largely upheld injunctions in favor of the
nonparticipating bondholders that the U.S. federal district court issued in February 2012 but stayed pending appeal. The
injunctions bar Argentina from paying $3.41 billion that is due to the bondholders on the restructured debt that was issued
to them in the 2005 and 2010 exchange offers unless it also makes arrangements to deposit $1.33 billion into escrow to pay
the nonparticipating bondholders on the bonds held by them. In an order issued on November 21, 2012, the U.S.
federal district court lifted its stay on those injunctions and, as per the Second Circuit’s prior request, clarified
the injunction payment formula. However, on November 28, 2012, the Second Circuit granted a stay on the above injunctions
and scheduled oral arguments by the parties for February 27, 2013. Following a hearing on March 29, 2013, Argentina submitted
an alternative payment formula that includes two options. Under the first option, individual investors will receive par
bonds due in 2013, plus cash payment for past-due interest and GDP-linked securities. Under the second option,
institutional investors will receive discount bonds due in 2033, along with bonds due 2017 for past-due interest and
GDP-linked securities. On April 19, 2013, the plaintiffs filed a response rejecting the Argentine offer. On June 24, 2013,
Argentina filed a petition for a writ of certiorari in the United States Supreme Court asking it to review the October 26,
2012 decision of the Second Circuit. On August 23, 2013, the Second Circuit affirmed the district court ruling of November
21, 2012 with respect to the injunction payment formula, but stayed enforcement of the injunctions pending resolution of
Argentina’s petition before the Supreme Court. On September 20, 2013, Argentina passed Law No. 26,886, which approved a
new exchange offer to those bondholders that did not participate in the 2005 and 2010 exchange offers. On September 30, 2013,
the Supreme Court decided not to include the review of the October 26, 2012 decision in its docket for the coming term. On
February 17, 2014, Argentina filed a petition for a writ of certiorari in the Supreme Court asking it to review the August
23, 2013 decision of the Second Circuit. On April 21, 2014, the Supreme Court held a hearing with the nonparticipating
bondholders and Argentina. On June 16, 2014, the Supreme Court decided not to hear Argentina’s appeal on the August 23,
2013 decision of the Second Circuit. Subsequently, the District Court lifted the stay on enforcement of the injunction on
June 18, 2014, and on June 26, 2014, it denied an additional request for a stay of the injunctions. Additionally, on June 23,
2014, the District Court appointed Daniel A. Pollack as Special Master to mediate settlement negotiations between Argentina
and the litigating bondholders. On June 26, 2014, Argentina announced that it had deposited $539 million with the Bank of New
York Mellon, the trustee which manages bond payments for Argentina’s main, not litigating, bondholders and, on June 27,
2014, Judge Thomas Griesa, the U.S. federal judge in charge of the case, issued a statement saying he would nullify any
payment made to the main bondholders and order that the amounts corresponding to said payment remain deposited with The Bank
of New York Mellon. The negotiations between Argentina and the litigating bondholders with the Special Master ended on July
30, 2014 without reaching an agreement. Since that date, Argentina entered into default vis-à-vis the bondholders
that benefited from such judicial ruling. This resulted in a portion of Argentina’s sovereign debt being considered
in “technical default,” upon which Standard & Poor’s reduced its credit rating on
Argentina’s foreign-currency sovereign debt to “selective default”. On July 28 and August 4, 2014, Judge
Griesa issued a one-time permission allowing the making of certain payments under the restructured bonds. On September 12,
2014, Law No. 26,984 was published in the Official Gazette establishing, inter alia , the removal of The Bank of New York
Mellon as trustee under the 2005 and 2010 restructurings and its replacement by Nación Fideicomisos S.A. , an entity
within the Banco de la Nación Argentina. Additionally, Law No. 26,984 sets forth that payments under the 2005 and
2010 restructurings shall be made in Argentina in a special account to be held by the new trustee in the Central Bank and,
if requested by the bondholders of the restructured debt, Argentina shall launch a new exchange offer for bonds governed
by Argentine and French law in exchange for those bonds affected by the judicial decisions referred to above. On September
29, 2014, Judge Griesa held Argentina in contempt of court for attempting to pay bondholders in defiance of his rulings,
but declared that he would not issue sanctions until a later date. The appeal filed by Argentina against Judge
Griesa’s resolution was denied in April 2015.



21







Certain investment fund
holders of Argentine bonds governed by French law filed lawsuits against The Bank of New York Mellon in London for breach of its
fiduciary duties as a result of not transferring the amounts deposited by Argentina on June 30, 2013. On February 13, 2015, London
courts ruled that interest payments under euro-denominated Argentine bonds are governed by English law, but declined to order that
the funds held by the Bank of New York Mellon be distributed to the bondholders.



Argentina’s default
with respect to the payment of its foreign debt, its delay in completing the debt restructuring process with creditors that did
not participate in the related exchange offers, the aforementioned complaints filed against Argentina and the Supreme Court’s
decision not to hear Argentina’s appeal and the declaration of contempt, could prevent the government from obtaining international
private financing or receiving direct foreign investment as well as private sector companies in Argentina from accessing the international
capital markets. Without access to international private financing, Argentina may not be able to finance its obligations, and financing
from multilateral financial institutions may be limited or not available. Without access to direct foreign investment, the government
may not have sufficient financial resources to foster economic growth.



Our ability to obtain U.S.
dollar-denominated financing has been adversely impacted by these factors. During the first half of 2011, we were able to obtain
export lines of credit from our Argentine lenders in U.S. dollars at interest rates of 2 – 3% per year. Toward
the end of 2011, the interest rates on our export lines from those lenders increased to 5 – 6% per year. During
2012, 2013 and 2014, it became increasingly difficult to obtain financing in U.S. dollars, and loans in local currencies carry
significantly higher interest rates. As a result, we expect to incur higher financing costs in future periods, which may have an
adverse impact on our results of operations and financial condition.



The lack of financing available
for Argentine companies may have an adverse effect on the results of our operations, our ability to access capital and the market
price of our common shares.



The prospects for Argentine
enterprises accessing financial markets are limited in terms of the amount of financing available and the conditions and costs
of such financing. In addition to the default on the Argentine sovereign debt and the global economic crisis that have significantly
limited the ability of Argentine enterprises to access international financial markets, in November 2008, the Argentine congress
passed a law eliminating the private pension fund system and transferring all retirement and pension funds held by the pension
fund administrators (Administradoras de Fondos de Jubilaciones y Pensiones , or “AFJPs”) to the National Social
Security Administrative Office (Administración Nacional de la Seguridad Social). Because the AFJPs had been the major
institutional investors in the Argentine capital markets, the nationalization of the pension fund system has led to a reduction
of the liquidity available in the local Argentine capital markets. In addition, the Argentine government, through its assumption
of the AFJP’s equity investments in a variety of the country’s main private companies, became a significant shareholder
in such companies. The nationalization of the AFJPs has adversely affected investor confidence in Argentina, which may impact our
ability to access the capital markets in the future.



Lack of access to international
or domestic financial markets could affect the projected capital expenditures for our operations in Argentina, which, in turn,
may have an adverse effect on the results of our operations and on the market price of our common shares.



Argentine exchange controls on
the acquisition of foreign currency and on transfers abroad and capital inflows have limited, and may continue to limit, the availability
of international credit and access to capital markets, which could have a material adverse effect on our financial condition and
business.



In 2001 and 2002, Argentina
imposed exchange controls and transfer restrictions substantially limiting the ability of enterprises to retain or obtain foreign
currency or make payments abroad. Although some of these restrictions were subsequently eased, in June 2005, the Argentine government
issued Decree No. 616/2005, which established new controls on capital inflows that could result in reduced availability of international
credit, including the requirement, subject to certain exceptions, that 30% of all funds remitted to Argentina remain deposited
in a domestic financial institution for 365 days in a non-interest bearing account. In addition, since the second half of 2011,
the Argentine government has increased certain controls on the incurrence of foreign currency-denominated indebtedness, the acquisition
of foreign currency and foreign assets by local residents. For example, the Argentine Central Bank adopted regulations that (i)
shortened the period for a borrower to convert foreign currency-denominated indebtedness into Argentine pesos, (ii) shortened a
borrower’s window of access to the local foreign exchange market in connection with a prepayment of scheduled interest payments
in respect of foreign currency-denominated indebtedness and (iii) suspended the ability of local residents to access the local
exchange market for the acquisition of foreign currency. Furthermore, new AFIP regulations require that all foreign exchange transactions
be registered with AFIP. In addition, the Argentine government may impose or increase exchange controls or transfer restrictions
in the future in response to capital flight or a significant depreciation of the Argentine peso. Moreover, legislative, judicial
or administrative changes or interpretations may be forthcoming. Additional controls could have a negative effect on the ability
of Argentine entities to access the international credit or capital markets, the Argentine economy and our financial condition
and business.



Restrictions on transfers of foreign
currency and the repatriation of capital from Argentina may impair our ability to receive dividends and distributions from, and
the proceeds of any sale of, our assets in Argentina.



Argentine law currently
permits the Argentine government to impose restrictions on the conversion of Argentine currency into foreign currencies and on
the remittance to foreign investors of proceeds from their investments in Argentina (including dividend payments) in circumstances
where a serious imbalance develops in Argentina’s balance of payments or where there are reasons to foresee such an imbalance.
Beginning in December 2001, the Argentine government implemented a number of monetary and foreign exchange control measures that
included restrictions on the free disposition of funds deposited with banks and on the transfer of funds abroad without prior approval
by the Argentine Central Bank, some of which are still in effect. Among the restrictions that are still in effect are those relating
to the repatriation of certain funds collected in Argentina by non-Argentine residents.



22









Although the transfer of
funds abroad by local companies in order to pay annual dividends only to foreign shareholders, based on approved and fully audited
financial statements, does not require formal approval by the Argentine Central Bank, the recent decrease in availability of U.S.
dollars in Argentina has led the Argentine government to impose informal restrictions on certain local companies and individuals
for purchasing foreign currency. These restrictions on foreign currency purchases started in October 2011 and tightened during
2012 and 2013. Informal restrictions may consist of de facto measures restricting local residents and companies from purchasing
foreign currency through the Argentine Single Free Foreign Exchange Market (Mercado Único y Libre de Cambios , or
“FX Market”) for the purpose of making payments abroad, such as dividends, capital reductions, and payment for importation
of goods and services. For example, local banks may request, even when not expressly required by any regulation, the prior opinion
of the Argentine Central Bank before executing any specific foreign exchange transaction. For more information, please see “Information
on the Company — Business Overview — Regulatory Overview — Foreign Exchange Controls.”
In addition, other exchange controls could impair or prevent the conversion of anticipated dividends, distributions, or the proceeds
from any sale of equity holdings in Argentina, as the case may be, from Argentine pesos into U.S. dollars and the remittance of
the U.S. dollars abroad. These restrictions and controls could interfere with the ability of our Argentine subsidiaries to make
distributions in U.S. dollars to us and thus our ability to pay dividends in the future. The domestic revenues of our Argentine
subsidiaries (excluding intercompany revenues to other Globant subsidiaries, which are eliminated in consolidation) were $4.1 million
in 2014, $5.5 million in 2013 and $4.9 million in 2012, representing 2.1%, 14.4% and 3.8% of our annual consolidated revenues,
respectively.



Also, if payments cannot
be made in U.S. dollars abroad, the repatriation of any funds collected by foreign investors in Argentine pesos in Argentina may
be subject to restrictions. As from October 28, 2011, in order for a non-Argentine investor to be granted access to the FX Market
to purchase foreign currency with Argentine pesos received in Argentina as a result of a stock sale, capital reduction or liquidation
of an Argentine company, it is a requirement that the funds originally used for such investment, disbursement or capital contribution,
as applicable, were settled through the FX Market. This requirement applies only to capital contributions to local companies or
foreign currency purchases of the stock of an Argentine company made as from October 28, 2011 that qualify as “foreign direct
investments” (i.e., represent at least 10% of the Argentine company’s capital stock). In the case of equity positions
below the 10% threshold, repatriation is subject to a monthly threshold of $0.5 million. Transfers in excess of that monthly threshold
are subject to prior approval by the Argentine Central Bank. The Argentine government could adopt further restrictive measures
in the future. If that were the case, a foreign shareholder, such as ourselves, may be prevented from converting the Argentine
pesos it receives in Argentina into U.S. dollars. If the exchange rate fluctuates  significantly during a time when we cannot
convert the foreign currency, we may lose some or all of the value of the dividend distribution or sale proceeds.



These restrictions and
requirements could adversely affect our financial condition and the results of our operations, or the market price of our common
shares.



Argentina’s regulations on
proceeds from the export of services increase our exposure to fluctuations in the value of the Argentine peso, which, in turn,
could have an adverse effect on our operations and the market price of our common shares. The imposition in the future of additional
regulations on proceeds collected outside Argentina for services rendered to non-Argentine residents or of export duties and controls
could also have an adverse effect on us.



Argentine law, including
Communication “A” 5264 of the Argentine Central Bank, as amended, requires Argentine residents to transfer the foreign
currency proceeds received for services rendered to non-Argentine residents into a local account with a domestic financial institution
and to convert those proceeds into Argentine pesos through the FX Market, which is administered by the Argentine Central Bank within
15 business days from the date the foreign currency proceeds are collected.



Argentine law does not
require exporters of services to be paid only in foreign currency. The applicable regulations do not prohibit or regulate the receipt
of in-kind payments by such exporters. During 2013, our U.S. subsidiary agreed to make payment for a portion of the services provided
by our Argentine subsidiaries by delivery of U.S. dollar-denominated BODEN purchased in the U.S. debt markets (in U.S. dollars).
The BODEN were then delivered to our Argentine subsidiaries as payment for a portion of the services rendered and, after being
held by our Argentine subsidiaries for between, on average, 10 to 30 days, were sold in the Argentine market for Argentine pesos.
Because the fair value of the BODEN based on the quoted Argentine peso price in the Argentine markets during the year ended December
31, 2013 was higher than the quoted U.S. dollar price for the BODEN in the U.S. debt markets (in U.S. dollars) converted at the
official exchange rate prevailing in Argentina (which is the rate used to convert transactions in foreign currency into our Argentine
subsidiaries’ functional currency), we recognized a gain when remeasuring the fair value (expressed in Argentine pesos) of
the BODEN into U.S. dollars at the official exchange rate prevailing in Argentina.



During the year ended December
31, 2014, we did not participate in any BODEN transactions in connection with payment by our U.S. subsidiary for services provided
by our Argentine subsidiaries. If in the future we decide to resume those transactions, we cannot assure you that the Argentine
government will not restrict exporters from receiving in-kind payment, require them to repatriate those payments received through
the FX Market, or make any other legislative, judicial, or administrative changes or interpretations, any of which could have a
material adverse effect on our business, results of operations and financial condition. See note 3.18.1 to our audited consolidated
financial statements, “Operating and Financial Review and Prospects — Results of Operations — 2014
Compared to 2013,” “Operating and Financial Review and Prospects — Results of Operations — 2013
Compared to 2012” and “Certain Income Statement Line Items — Gain on Transaction with Bonds.”



23







Transactions with bonds acquired
as proceeds from the capitalization of our Argentine subsidiaries increase our exposure to fluctuations in the value of the Argentine
peso, which, in turn, could have an adverse effect on our operations and the market price of our common shares. The imposition
in the future of additional regulations on proceeds collected outside Argentina for capitalization of our Argentine subsidiaries
could also have an adverse effect on us.



During the year ended December
31, 2014, our Argentine subsidiaries, through cash received from capital contributions, acquired Argentine sovereign bonds, including
BODEN and Bonos Argentinos (“BONAR”), in the U.S. market denominated in U.S. dollars.



After acquiring these bonds
and after holding them for a certain period of time, our Argentine subsidiaries sold those bonds in the Argentine market. The fair
value of these bonds in the Argentine market (in Argentine pesos) during the year ended December 31, 2014 was higher than its quoted
price in the U.S. market (in U.S dollars) converted at the official exchange rate prevailing in Argentina, which is the rate used
to convert these transactions in foreign currency into our Argentine subsidiaries’ functional currency, thus, as aresult, we recognized a gain when remeasuring the fair value of the bonds in Argentine pesos into U.S. dollars at the official
exchange rate prevailing in Argentina.



We cannot assure you that
the quoted price of the BONAR in Argentine pesos in the Argentine markets will continue to be higher than the quoted price in the
U.S. debt markets in U.S. dollars converted at the official exchange rate prevailing in Argentina.



Although as of the date
of this annual report, we are not obliged to settle proceeds received from capitalizations abroad through the FX Market, we cannot
assure you that the Argentine government will not require Argentine companies to repatriate such proceeds through the FX Market,
or make any other legislative, judicial, or administrative changes or interpretations, any of which could have a material adverse
effect on our business, results of operations and financial condition. See note 3.18 to our audited consolidated financial statements,
“Operating and Financial Review and Prospects — Results of Operations — 2014 Compared to
2013”, “Operating and Financial Review and Prospects — Results of Operations — 2013
Compared to 2012” and “Certain Income Statement Line Items — Gain on Transaction with Bonds.”



The Argentine government may order
salary increases to be paid to employees in the private sector, which could increase our operating costs and adversely affect our
results of operations.



In the past, the Argentine
government has passed laws, regulations and decrees requiring companies in the private sector to increase wages and provide specified
benefits to employees, and may do so again in the future. Argentine employers, both in the public and private sectors, have experienced
significant pressure from their employees and labor organizations to increase wages and to provide additional employee benefits.
Due to the high levels of inflation, employees and labor organizations are demanding significant wage increases. In August 2012,
the Argentine government established a 25% increase in minimum monthly salary to 2,875 Argentine pesos, effective as of February
2013. The Argentine government increased the minimum salary to 3,300 Argentine pesos in August 2013, to 3,600 Argentine pesos in
January 2014, to 4,400 Argentine pesos in September 2014 and to 4,716 Argentine pesos in January 2015. Due to high levels of inflation,
employers in both the public and private sectors are experiencing significant pressure from unions and their employees to further
increase salaries. During the year ended December 31, 2014, various unions have agreed with employers’ associations on salary
increases between 25% and 30%. Due to the acceleration of inflation, it is possible that the Argentine government could adopt measures
mandating salary increases and/or the provision of additional employee benefits in the future. If as a result of such measures
future salary increases in Argentine peso exceed the pace of the devaluation of the Argentine peso, they could have a material
and adverse effect on our expenses and business, results of operations and financial condition and, thus, on the trading prices
for our common shares.



Our operating cash flows may be
adversely affected if there is a delay in obtaining reimbursement of value-added tax credits from AFIP.



In 2014, our Argentine
operating subsidiary IAFH Global S.A. has recognized an aggregate of $5.2 million in value-added tax credits. These tax credits
may be monetized by way of cash reimbursement from AFIP. Obtaining this cash reimbursement requires submission of a written request
to AFIP, which is subject to its approval. In the event that AFIP delays its approval of the request for reimbursement of these
value-added tax credits, our ability to monetize the value of those credits would be delayed, which could adversely affect the
timing of our cash flows from operations.



Changes in Argentine tax laws may
adversely affect the results of our operations, financial condition and cash flows.



In 2012, a proposal made
by the Argentine tax authorities to amend various aspects of the Argentine income tax law was made public. Pursuant to the proposed
bill, among other things, deductible losses (that can be deducted within the next five years) would be limited to 30% of the income
earned in each fiscal year; capital gains obtained by foreign residents from the sale, exchange or disposition of securities would
be subject to income tax; and payments made to individuals or entities located or incorporated in countries with low or no taxation
would be subject to a withholding tax at a rate of 35% and would not be deductible. As of the date of this annual report, this
proposal has not yet been introduced in the Argentine Congress. If this bill is passed into law, the limitations on deductions
may adversely affect the results of our Argentine subsidiaries’ operations.



24







In addition, in 2012, the
Argentine government terminated the application of the treaties for the avoidance of double taxation that were in force with the
Republic of Chile and Spain. Pursuant to these treaties, shares and other equity interests in local companies owned by Chilean
or Spanish residents enjoyed a preferential tax treatment by which taxes on personal assets were not applicable. The decision to
denounce and therefore terminate the above-mentioned taxation treaties was published in the Argentine Official Gazette (Boletín
Oficial de la República Argentina) on July 13 and July 16, 2012. In accordance with the denouncement provisions set
forth in both treaties, in most cases, the treaties ceased to be in effect as of January 1, 2013, and personal assets of certain
Chilean and Spanish residents became subject to taxation. The termination of the treaty with Spain resulted in the imposition of
Argentine withholding tax at a rate of 35%, effective January 1, 2013, on the distribution of dividends by our Argentine subsidiaries
to our Spanish subsidiary, Spain Holdco, in excess of their taxable income accumulated by the end of the fiscal year immediately
prior to the distribution of such dividends. In addition, interest paid by our Argentine subsidiaries on any indebtedness owed
to Spain Holdco became subject to Argentine withholding tax at that same rate. In February 2013, the Spanish cabinet approved the
execution of a new double-taxation treaty with Argentina. On November 27, 2013, the Argentine Congress approved the aforementioned
treaty, which was published in the Argentine Official Gazette on December 18, 2013. This new treaty with Spain entered into force
on December 23, 2013. This treaty replaces the previous double-taxation treaty between Argentina and Spain that was terminated
on July 16, 2012.



On September 23, 2013,
Argentine Law No. 26,893 amending the income tax law was enacted. According to the amendments, the distribution of dividends by
Argentine companies is subject to withholding tax at a rate of 10% unless dividends are distributed to Argentine corporate entities,
and the sale, exchange or disposition of shares and other securities not trading in, or listed on, capital markets and securities
exchanges is subject to withholding tax at a rate of 15% when gains are recognized by any Argentine resident individual or foreign
beneficiary. The distribution of dividends by our Argentine subsidiaries to Spain Holdco is subject to this withholding tax. These
dividend distributions are treated as income tax credits for Spain Holdco. As a holding company, Spain Holdco does not generate
significant revenues and may be unable to recover the tax credits generated by the distributions, which might then need to be written
off. These amendments may adversely affect the results of our operations.



Argentina’s economic recovery
since the 2001 – 2002 economic crisis has undergone a significant slowdown, and any further decline in Argentina’s
rate of recovery could adversely affect our business, financial condition and results of operations.



Although general economic
conditions in Argentina have recovered significantly since the 2001 – 2002 economic crisis, an ongoing slowdown
suggests uncertainty as to whether the growth experienced during this period is sustainable. This is mainly because the economic
growth was initially dependent on a significant devaluation of the Argentine peso, excess production capacity resulting from a
long period of deep recession and high commodity prices. Furthermore, the economy has suffered a sustained erosion of direct investment
and capital investment. The global economic crisis of 2008 led to a sudden economic decline in Argentina during 2009, accompanied
by political and social unrest, inflationary and Argentine peso depreciation pressures and a lack of consumer and investor confidence.
According to the INDEC, Argentina’s real GDP decreased by 0.8% in the year ended December 31, 2014 and grew by 3.0% in 2013,
1.9% in 2012, 8.9% in 2011, 9.2% in 2010, 0.9% in 2009 and 6.8% in 2008. There is uncertainty as to whether Argentina will suffer
a further decline in growth rate or as to the timing of more robust growth or even be able to maintain the current level of economic
growth.



Economic conditions in
Argentina during 2012, 2013 and 2014 have included increased inflation, continued demand for wage increases, a rising fiscal deficit,
the legally required repayment of Argentina’s foreign debt in 2012 and a decrease in commercial growth. In addition, beginning
in the second half of 2011, an increase in capital flight from Argentina has caused the Argentine government to strengthen its
foreign exchange controls and eliminate subsidies to the private sector. During 2013 and 2014, foreign exchange restrictions have
tightened and the government has imposed price controls on certain goods to control inflation.



A decline in international
demand for Argentine products, a lack of stability and competitiveness of the Argentine peso against other currencies, a decline
in confidence among consumers and foreign and domestic investors, a higher rate of inflation and future political uncertainties,
among other factors, may affect the development of the Argentine economy, which could lead to reduced demand for our services,
which could adversely affect our business, financial condition and results of operations.



Exposure to multiple provincial
and municipal legislation and regulations could adversely affect our business or results of operations.



Argentina is a federal
country with 23 provinces and one autonomous city (Buenos Aires), each of which, under the Argentine national constitution, has
full power to enact legislation concerning taxes and other matters. Likewise, within each province, municipal governments have
broad powers to regulate such matters. Due to the fact that our delivery centers are located in multiple provinces, we are also
subject to multiple provincial and municipal legislation and regulations. Although we have not experienced any material adverse
effects from this, future developments in provincial and municipal legislation concerning taxes, provincial regulations or other
matters may adversely affect our business or results of operations.



Risks Related to Ownership of Our Common Shares



The price of our common shares
may be highly volatile.



The market price of our
common shares may be volatile and may be influenced by many factors, some of which are beyond our control, including:



25







| | • | the failure of financial analysts to cover our common shares or changes in financial estimates
by analysts;
| | - | -----------------------------------------------------------------------------------------------------------



| | • | actual or anticipated variations in our operating results;
| | - | ----------------------------------------------------------



| | • | changes in financial estimates by financial analysts, or any failure by us to meet or exceed any
of these estimates, or changes in the recommendations of any financial analysts that elect to follow our common shares or the shares
of our competitors;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | announcements by us or our competitors of significant contracts or acquisitions;
| | - | --------------------------------------------------------------------------------



| | • | future sales of our common shares; and
| | - | --------------------------------------



| | • | investor perceptions of us and the industries in which we operate.
| | - | ------------------------------------------------------------------



In addition, the equity
markets in general have experienced substantial price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of particular companies affected. These broad market and industry factors may materially harm the
market price of our common shares, regardless of our operating performance. In the past, following periods of volatility in the
market price of certain companies’ securities, securities class action litigation has been instituted against these companies.
This litigation, if instituted against us, could adversely affect our financial condition or results of operations.



Holders of our common shares may
experience losses due to increased volatility in the U.S. capital markets.



The U.S. capital markets
have recently experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of
equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance
or results of operations of those companies. These broad market fluctuations, as well as general economic, political and market
conditions such as recessions, interest rate changes or international currency fluctuations, as well as volatility in international
capital markets, may cause the market price of our common shares to decline.



In addition, on August
5, 2011, Standard & Poor's Ratings Services (“S&P”) lowered the long-term sovereign credit rating of the U.S.
government debt obligations from AAA to AA+. On November 28, 2011, Fitch Ratings downgraded its U.S. Government rating outlook
to negative and stated that a downgrade of the U.S. sovereign credit rating would occur without a credible plan in place by 2013
to reduce the U.S. Government's deficit. These actions initially have had an adverse effect on capital markets in the United States
and elsewhere, contributing to volatility and decreases in prices of many securities trading on the U.S. national exchanges, such
as the NYSE. Further downgrades to the U.S. Government's sovereign credit rating by any rating agency, as well as negative changes
to the perceived creditworthiness of U.S. Government-related obligations, could have a material adverse impact on financial markets
and economic conditions in the United States and worldwide. Any volatility in the capital markets in the United States or in other
developed countries, whether resulting from a downgrade of the sovereign credit rating of U.S. debt obligations or otherwise, may
have an adverse effect on the price of our common shares.



We may be classified by the Internal
Revenue Service as a “passive foreign investment company” (a “PFIC”), which may result in adverse tax consequences
for U.S. investors.



We believe that we will
not be a PFIC for U.S. federal income tax purposes for our current taxable year and do not expect to become one in the foreseeable
future. However, because PFIC status depends upon the composition of our income and assets and the market value of our assets (including,
among others, less than 25% owned equity investments) from time to time, there can be no assurance that we will not be considered
a PFIC for any taxable year. Because we have valued goodwill based on the market value of our equity, a decrease in the price of
our common shares may also result in our becoming a PFIC. The composition of our income and our assets will also be affected by
how, and how quickly, we spend the cash. Under circumstances where the cash is not deployed for active purposes, our risk of becoming
a PFIC may increase. If we were treated as a PFIC for any taxable year during which a U.S. investor held common shares, certain
adverse tax consequences could apply to such U.S. investor. See “Additional Information — Taxation — U.S.
Federal Income Tax Considerations — Passive foreign investment company rules.”



We may need additional capital
and we may not be able to obtain it.



We believe that our existing
cash and cash equivalents, cash flows from operations, revolving line of credit will be sufficient to meet our anticipated cash
needs for at least the next 12 months. We may, however, require additional cash resources due to changed business conditions or
other future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient
to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain another credit facility. The
sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result
in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our
operations.



Our ability to obtain additional
capital on acceptable terms is subject to a variety of uncertainties, including:



| | • | investors’ perception of, and demand for, securities of technology services companies;
| | - | --------------------------------------------------------------------------------------



| | • | conditions of the U.S. capital markets and other capital markets in which we may seek to raise
funds;
| | - | -----------------------------------------------------------------------------------------------------



26







| | • | our future results of operations and financial condition;
| | - | ---------------------------------------------------------



| | • | government regulation of foreign investment in the United States, Europe, and Latin America; and
| | - | ------------------------------------------------------------------------------------------------



| | • | global economic, political and other conditions in jurisdictions in which we do business.
| | - | -----------------------------------------------------------------------------------------



Concentration of ownership among
our existing executive officers, directors and principal shareholders may prevent new investors from influencing significant corporate
decisions or adversely affect the trading price of our common shares.



Our executive officers,
directors and principal shareholders beneficially own, in the aggregate, approximately 55.70% of our outstanding common shares
and own options that enable them to own, in the aggregate, approximately 0.69% of our outstanding common shares. As a result, these
shareholders continue to have substantial control over us and be able to exercise significant influence over all matters requiring
shareholder approval, including the election of directors and approval of significant corporate transactions, and will have significant
influence over our management and policies. This concentration of influence could be disadvantageous to other shareholders with
interests different from those of our officers, directors and principal shareholders. For example, our officers, directors and
principal shareholders could delay or prevent an acquisition or merger even if the transaction would benefit other shareholders.
In addition, this significant concentration of share ownership may adversely affect the trading price of our common shares because
investors often perceive disadvantages in owning shares in companies with principal shareholders.



Our business and results of operations
may be adversely affected by the increased strain on our resources from complying with the reporting, disclosure, and other requirements
applicable to public companies in the United States promulgated by the U.S. government, NYSE or other relevant regulatory authority.



Compliance with existing,
new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases
our costs of compliance. Changing laws, regulations and standards include those relating to accounting, corporate governance and
public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act of 2002, new
SEC regulations and NYSE listing guidelines. These laws, regulations and guidelines may lack specificity and are subject to varying
interpretations. Their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.
In particular, our efforts to comply with certain sections of Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”)
and the related regulations regarding required assessment of internal controls over financial reporting and, when we cease being
an “emerging growth company” within the meaning of the rules under the Securities Act and become subject to Section
404(b), our external auditor’s audit of that assessment requires the commitment of significant financial and managerial resources.
Testing and maintaining internal controls can divert our management’s attention from other matters that are important to
the operation of our business. We also expect the regulations to increase our legal and financial compliance costs, make it more
difficult to attract and retain qualified officers and members of our board of directors, particularly to serve on our audit committee,
and make some activities more difficult, time consuming and costly.



Existing, new and changing
corporate governance and public disclosure requirements could result in continuing uncertainty regarding compliance matters and
higher costs of compliance as a result of ongoing revisions to such governance standards. Our efforts to comply with evolving laws,
regulations and standards have resulted in, and are likely to continue to result in, increased general and administrative expenses
and a diversion of management time and attention from revenue-generating activities to compliance activities. In addition, new
laws, regulations and standards regarding corporate governance may make it more difficult for our company to obtain director and
officer liability insurance. Further, our board members and senior management could face an increased risk of personal liability
in connection with their performance of duties. As a result, we may face difficulties attracting and retaining qualified board
members and senior management, which could harm our business. If we fail to comply with new or changed laws or regulations and
standards differ, our business and reputation may be harmed.



Failure to establish and maintain
effective internal controls in accordance with Section 404 could have a material adverse effect on our business and common share
price.



As a public company, we
will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404, which
will require management assessments and certifications of the effectiveness of our internal control over financial reporting. During
the course of our testing, we may identify deficiencies that we may not be able to remedy in time to meet our deadline for compliance
with Section 404. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting
in accordance with Section 404. In addition, when we cease being an “emerging growth company” within the meaning of
the rules under the Securities Act and become subject to Section 404(b), our independent registered public accounting firm will
be required to report on the effectiveness of our internal control over financial reporting but may not be able or willing to issue
an unqualified report. If we conclude that our internal control over financial reporting is not effective, we cannot be certain
as to the timing of remediation actions and testing or their effect on our operations because there is presently no precedent available
by which to measure compliance adequacy.



If we are unable to conclude
that we have effective internal control over financial reporting, our independent auditors (when we become subject to Section 404(b))
are unable to provide us with an unqualified report as required by Section 404, or we are required to restate our financial statements,
we may fail to meet our public reporting obligations and investors could lose confidence in our reported financial information,
which could have a negative effect on the trading price of our common shares.



27







Our exemption as a “foreign
private issuer” from certain rules under the U.S. securities laws may result in less information about us being available
to investors than for U.S. companies, which may result in our common shares being less attractive to investors.



As a “foreign private
issuer” in the United States. we are exempt from certain rules under the U.S. securities laws and are permitted to file less
information with the SEC than U.S. companies. As a “foreign private issuer,” we are exempt from certain rules under
the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), that impose certain disclosure obligations
and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors
and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16
of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our common shares. Moreover,
we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies that
are not foreign private issuers whose securities are registered under the Exchange Act. In addition, we are not required to comply
with Regulation FD, which restricts the selective disclosure of material information. As a result, our shareholders may not have
access to information they deem important, which may result in our common shares being less attactive to investors.



We are an emerging growth company
within the meaning of the Securities Act, and if we decide to take advantage of certain exemptions from various reporting requirements
applicable to emerging growth companies, our common shares could be less attractive to investors.



We are an “emerging
growth company” within the meaning of the rules under the Securities Act. We are eligible to take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies. In addition,
we will not be subject to certain requirements of Section 404 including the additional level of review of our internal controls
over financial reporting as may occur when outside auditors attest as to our those controls over financial reporting.



As a result, our shareholders
may not have access to certain information they may deem important. We will remain an emerging growth company until the end of
the fiscal year 2019, though we may cease to be an emerging growth company earlier under certain circumstances. If the market value
of our common shares held by non-affiliates exceeds $700 million as of any June 30 before that time and we have been subject to
the reporting requirements of the Exchange Act for at least 12 months and have filed at least one annual report pursuant to such
reporting requirements or if our revenues exceed $1 billion in a fiscal year, we would cease to be “emerging growth company”
as of December 31 of that year. We would also cease to be an “emerging growth company” on the date on which we issue
more than $1 billion in non-convertible debt in a three year period. If we take advantage of any of these exemptions, investors
may find our common shares less attractive as a result, which, in turn, could lead to a less active trading market for our common
shares and volatility in our share price.



We do not plan to declare dividends,
and our ability to do so will be affected by restrictions under Luxembourg law.



We have not declared dividends
in the past and do not anticipate paying any dividends on our common shares in the foreseeable future. In addition, both our articles
of association and the Luxembourg law of August 10, 1915 on commercial companies as amended from time to time (loi du 10 août
1915 sur les sociétés commerciales telle que modifiée) (“Luxembourg Corporate Law”) require
a general meeting of shareholders to approve any dividend distribution except as set forth below.



Our ability to declare
dividends under Luxembourg law is subject to the availability of distributable earnings or available reserves, including share
premium. Moreover, if we declare dividends in the future, we may not be able to pay them more frequently than annually. As permitted
by Luxembourg Corporate Law, our articles of association authorize the declaration of dividends more frequently than annually by
our board of directors in the form of interim dividends so long as the amount of such interim dividends does not exceed total net
income made since the end of the last financial year for which the annual accounts have been approved, plus any net income carried
forward and sums drawn from reserves available for this purpose, less the aggregate of the prior year’s accumulated losses,
the amounts to be set aside for the reserves required by law or by our articles of association for the prior year, and the estimated
tax due on such earnings.



We are a holding company and depend
on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend
payments, which they may not be able to do.



We are a holding company
and our subsidiaries conduct all of our operations. We have no relevant assets other than the equity interests in our subsidiaries.
As a result, our ability to make dividend payments depends on our subsidiaries and their ability to distribute funds to us. The
ability of a subsidiary to make these distributions could be affected by covenants in our or their financing agreements or by the
law of their respective jurisdictions of incorporation. If we are unable to obtain funds from our subsidiaries, we will be unable
to distribute dividends. We do not intend to seek to obtain funds from other sources to pay dividends. See “— Risks
Related to Operating in Latin America and Argentina — Argentina — Restrictions on transfers of
foreign currency and the repatriation of capital from Argentina may impair our ability to receive dividends and distributions from,
and the proceeds of any sale of, our assets in Argentina.”



28







Our shareholders may have more
difficulty protecting their interests than they would as shareholders of a U.S. corporation, which could adversely impact trading
in our common shares and our ability to conduct equity financings.



Our corporate affairs are
governed by our articles of association and the laws of Luxembourg, including the laws governing joint stock companies. The rights
of our shareholders and the responsibilities of our directors and officers under Luxembourg law are different from those applicable
to a corporation incorporated in the United States. There may be less publicly available information about us than is regularly
published by or about U.S. issuers. In addition, Luxembourg law governing the securities of Luxembourg companies may not be as
extensive as those in effect in the United States, and Luxembourg law and regulations in respect of corporate governance matters
might not be as protective of minority shareholders as state corporation laws in the United States. Therefore, our shareholders
may have more difficulty in protecting their interests in connection with actions taken by our directors and officers or our principal
shareholders than they would as shareholders of a corporation incorporated in the United States.



Neither our articles of
association nor Luxembourg law provides for appraisal rights for dissenting shareholders in certain extraordinary corporate transactions
that may otherwise be available to shareholders under certain U.S. state laws. As a result of these differences, our shareholders
may have more difficulty protecting their interests than they would as shareholders of a U.S. issuer.



Holders of our common shares may
not be able to exercise their pre-emptive subscription rights and may suffer dilution of their shareholding in the event of future
common share issuances.



Under Luxembourg Corporate
Law, our shareholders benefit from a pre-emptive subscription right on the issuance of common shares for cash consideration. However,
in accordance with Luxembourg law, our articles of association authorize our board of directors to suppress, waive or limit any
pre-emptive subscription rights of shareholders provided by Luxembourg law to the extent our board deems such suppression, waiver
or limitation advisable for any issuance or issuances of common shares within the scope of our authorized share capital. Such common
shares may be issued above, at or below market value as well as by way of incorporation of available reserves (including a premium).
This authorization is valid from the date of the effectiveness of the relevant decision of the extraordinary general meeting of
shareholders held on June 18, 2014 and ends on October 7, 2019. In addition, a shareholder may not be able to exercise the shareholder’s
pre-emptive right on a timely basis or at all, unless the shareholder complies with Luxembourg Corporate Law and applicable laws
in the jurisdiction in which the shareholder is resident, particularly in the United States. As a result, the shareholding of such
shareholders may be materially diluted in the event common shares are issued in the future. Moreover, in the case of an increase
in capital by a contribution in kind, no pre-emptive rights of the existing shareholders exist.



We are organized under the laws
of the Grand Duchy of Luxembourg and it may be difficult for you to obtain or enforce judgments or bring original actions against
us or our executive officers and directors in the United States.



We are organized under
the laws of the Grand Duchy of Luxembourg. The majority of our assets are located outside the United States. Furthermore, the majority
of our directors and officers and some experts named in this annual report reside outside the United States and a substantial portion
of their assets are located outside the United States. Investors may not be able to effect service of process within the United
States upon us or these persons or to enforce judgments obtained against us or these persons in U.S. courts, including judgments
in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult
for an investor to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside
the United States, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. It may
also be difficult for an investor to bring an original action in a Luxembourg court predicated upon the civil liability provisions
of the U.S. federal securities laws against us or these persons. Furthermore, Luxembourg law does not recognize a shareholder’s
right to bring a derivative action on behalf of the company except in limited cases.



As there is no treaty in
force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and
the Grand Duchy of Luxembourg, courts in Luxembourg will not automatically recognize and enforce a final judgment rendered by a
U.S. court. A valid judgment in civil or commercial matters obtained from a court of competent jurisdiction in the United States
may be entered and enforced through a court of competent jurisdiction in Luxembourg, subject to compliance with the enforcement
procedures (exequatur). The enforceability in Luxembourg courts of judgments rendered by U.S. courts will be subject prior
any enforcement in Luxembourg to the procedure and the conditions set forth in the Luxembourg procedural code, which conditions
may include the following as of the date of this annual report (which may change):



| | • | the judgment of the U.S. court is final and enforceable (exécutoire) in the United
States;
| | - | ------------------------------------------------------------------------------------------



| | • | the U.S. court had jurisdiction over the subject matter leading to the judgment (that is, its jurisdiction
was in compliance both with Luxembourg private international law rules and with the applicable domestic U.S. federal or state jurisdictional
rules);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the U.S. court has applied to the dispute the substantive law that would have been applied by Luxembourg
courts;
| | - | ----------------------------------------------------------------------------------------------------------------



| | • | the judgment was granted following proceedings where the counterparty had the opportunity to appear
and, if it appeared, to present a defense, and the decision of the foreign court must not have been obtained by fraud, but in compliance
with the rights of the defendant;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



29







| | • | the U.S. court has acted in accordance with its own procedural laws;
| | - | --------------------------------------------------------------------



| | • | the judgment of the U.S. court does not contravene Luxembourg international public policy; and
| | - | ----------------------------------------------------------------------------------------------



| | • | the U.S. court proceedings were not of a criminal or tax nature.
| | - | ----------------------------------------------------------------



Under our articles of association
and also pursuant to separate indemnification agreements, we indemnify our directors for and hold them harmless against all claims,
actions, suits or proceedings brought against them, subject to limited exceptions. The rights and obligations among or between
us and any of our current or former directors and officers are generally governed by the laws of the Grand Duchy of Luxembourg
and subject to the jurisdiction of the Luxembourg courts, unless such rights or obligations do not relate to or arise out of their
capacities listed above. Although there is doubt as to whether U.S. courts would enforce such provision in an action brought in
the United States under U.S. federal or state securities laws, such provision could make enforcing judgments obtained outside Luxembourg
more difficult to enforce against our assets in Luxembourg or jurisdictions that would apply Luxembourg law.



Luxembourg insolvency laws may
offer our shareholders less protection than they would have under U.S. insolvency laws.



As a company organized
under the laws of the Grand Duchy of Luxembourg and with its registered office in Luxembourg, we are subject to Luxembourg insolvency
laws in the event any insolvency proceedings are initiated against us including, among other things, Council Regulation (EC) No.
1346/2000 of May 29, 2000 on insolvency proceedings. Should courts in another European country determine that the insolvency laws
of that country apply to us in accordance with and subject to such EU regulations, the courts in that country could have jurisdiction
over the insolvency proceedings initiated against us. Insolvency laws in Luxembourg or the relevant other European country, if
any, may offer our shareholders less protection than they would have under U.S. insolvency laws and make it more difficult for
them to recover the amount they could expect to recover in a liquidation under U.S. insolvency laws.



Item 4. Information on the Company



A. History and Development of the Company



Globant is a Luxembourg
société anonyme (a joint stock company). The company’s legal name is “Globant S.A.” We were
founded in 2003 by Martín Migoya, our Chairman and Chief Executive Officer, Guibert Englebienne, our Chief Technology Officer,
Martín Umaran, our Chief of Staff, and Nestor Nocetti, our Executive Vice President of Corporate Affairs. Our founders’
vision was to create a company, starting in Latin America, that would become a leader in the delivery of innovative software solutions
for global clients, while also generating world-class career opportunities for IT professionals, not just in metropolitan areas
but also in outlying cities and countries in the region.



Since our inception, we
have benefited from strong organic growth and have built a blue chip client base comprised of leading global companies. Over that
same period, we have expanded our network of delivery centers from one to 29. In addition, we have garnered several awards and
recognition from organizations such as Endeavor, Global Services, the International Association of Outsourcing Professionals, InfoWorld,
Fast Company and Always On, and we have been the subject of business-school case studies on entrepreneurship at the Massachusetts
Institute of Technology, Harvard University and Stanford University in conjunction with the World Economic Forum.



We have benefited from
the support of our investors Riverwood Capital and FTV Capital, which have provided equity capital to support our strategic expansion
and growth. In January 2012, Endeavor Global, Inc., an organization devoted to selecting, mentoring and accelerating high-impact
entrepreneurs around the world, invested in our company. And, more recently, in December 2012, one of the largest marketing communications
networks in the advertising industry, WPP plc, through its wholly owned subsidiary, WPP, became a shareholder of our company.



In 2006, we started working
with Google. We were chosen due to our cultural affinity and innovation. While our growth has largely been organic, since 2008
we have made six complementary acquisitions. Our acquisition strategy is focused on deepening our relationship with key clients,
extending our technology capabilities, broadening our service offering and expanding the geographic footprint of our delivery centers,
including beyond Latin America, rather than building scale. In 2008, we acquired Accendra, a Buenos Aires-based provider of software
development services, in order to deepen our relationship with Microsoft and broaden our technology expertise to include Sharepoint
and other Microsoft technologies. That same year we also acquired Openware, a company specializing in security management based
in Rosario, Argentina. In 2011, we acquired Nextive. The Nextive acquisition expanded our geographic presence in the United States
and enhanced our U.S. engagement and delivery management team as well as our ability to provide comprehensive solutions in mobile
technologies. In 2012, we acquired TerraForum, an innovation consulting and software development firm in Brazil. The acquisition
of TerraForum allows us to expand into one of the largest economies in the world and to broaden our services to our clients, strengthening
our position as a leader in the creation of innovative software products. In October 2013, we acquired a majority stake in the
Huddle Group, a company specializing in the media and entertainment industries, with operations in Argentina, Chile and the United
States. In July 2014, we closed the initial public offering of our common shares. In October 2014, we acquired the remaining 13.75%
minority stake in Huddle Investment.



On October 10, 2014, we
entered into a consulting services agreement with AEP to provide software services in the United States and other jurisdictions
for the following three years. On that same date, we also entered into a stock purchase agreement with AEP Retail to purchase 100%
of the capital stock of BlueStar Holdings, whose only material asset is 100% of the capital stock of BlueStar Peru. BlueStar Peru
is engaged in the business of providing information technology support services to the retail electric industry. The aggregate
purchase price under the stock purchase agreement amounts to $1.4 million, equal to the net working capital of BlueStar Holdings
as of the acquisition date.



30







In April 2015, we closed
a follow-on secondary offering of our common shares through which certain selling shareholders sold 3,994,390 common shares previously
held by them.



Corporate Information



Our principal corporate
offices are located at 5 rue Guillaume Kroll, L-1882, Luxembourg and our telephone number is + 352 48 18 28 1. We maintain a website
at http://www.globant.com . Our website and the information accessible through it are not incorporated into this annual
report.



B. Business overview



Overview



We are a new-breed technology
services provider focused on delivering innovative software solutions by leveraging emerging technologies and related market trends.
We combine the engineering and technical rigor of IT services providers with the creative approach and culture of digital agencies.
Globant is the place where engineering, design and innovation meet scale. Our principal operating subsidiary is based in Buenos
Aires, Argentina. For the year ended December 31, 2014, 81.7% of our revenues were generated by clients in North America, 12.4%
in Latin America and 5.9% in Europe, including many leading global companies.



Over the last several years,
a number of emerging technologies and related market trends, including mobility, cloud computing and software as a service, gamification,
social media, wearables, internet of things and big data have emerged that are revolutionizing the way end-users interface with
information technology and are reshaping the business and competitive landscape for enterprises. As enterprises adapt their business
models to benefit from these changes, they are increasingly seeking solutions that not only meet the rigorous engineering requirements
of emerging technologies, but that also engage the end-user in new and powerful ways. We believe this dynamic is creating an attractive
opportunity for technology service providers that have the engineering rigor, creative talent, and culture of innovation to deliver
these solutions.



At Globant, we seek to
deliver the optimal blend of engineering, design, and innovation to harness the potential of emerging technologies for our clients.
Since our inception in 2003, we have believed that while engineering is central to information technology, only by combining strong
engineering capabilities with creativity and agility can we deliver innovative solutions that enhance end-user experiences while
meeting our clients’ business needs. Our commitment to this differentiated approach is reflected in three key core tenets:
organization by technology-specialized practices called Studios; emphasis on a collaborative and open Culture; and Innovation and
creativity in technology and design processes. To contribute to these core concepts, we have made and continue to make significant
ongoing investments in developing an operating environment that fosters innovation, creativity and teamwork, while ensuring a commitment
to quality and project discipline.



Our Studios embody our
core competencies in cutting-edge technologies and practices, and include: Consumer Experience; Gaming; Big Data and High Performance;
Quality Engineering; Enterprise Consumerization; UX and Social; Mobile; Wearables and Internet of Things; After Going Live; Digital
Content; Product Innovation; and Cloud Computing and Infrastructure. We believe that our Studio model, rather than the more typical
industry segmentation, allows us to optimize our expertise in emerging technologies and related market trends for our clients,
regardless of their industry. Our Globers either become permanent members of a Studio or rotate through various Studios, cross-pollinating
ideas and best practices. Each Studio serves multiple industries and our work for individual clients frequently involves Globers
from multiple Studios organized into small teams that we call “Agile Pods.”



At Globant, our culture
is paramount and we seek to cultivate an entrepreneurial, flexible, and team-oriented work environment. Accordingly, we have designed
our workspaces to be enjoyable and stimulating spaces that support our culture by encouraging social and professional interaction.
Our culture is founded on three motivational pillars: Autonomy, Mastery and Purpose; and six core values: Act Ethically, Be a Team
Player, Constantly Innovate, Aim for Excellence, Think Big and Have Fun. These values are complemented by processes that stimulate
creative and collaborative thinking.



It is critical that each
and every one of our Globers be an innovator. We believe that working across different Studios on a variety of technologies for
sophisticated and demanding clients keeps our Globers open-minded and gives them the flexibility needed to visualize new possibilities
and transform ideas into everyday technology. We actively seek to promote and sustain innovation in our company through “ideation”
sessions, our Globant Labs, “flip-thinking” events, hackathons and through the cross-pollination of knowledge and ideas.



Our Globers are our most
valuable asset. As of December 31, 2014, we had 3,775 Globers and 29 delivery centers across 19 cities in Argentina, Uruguay, Colombia,
Brazil, Mexico, Peru and the United States, supported by four client management locations in the United States, and one client
management location in each of United Kingdom, Colombia, Uruguay, Argentina and Brazil. Our reputation for cutting-edge work for
global blue chip clients and our footprint across Latin America provide us with the ability to attract and retain well-educated
and talented professionals in the region. We are culturally similar to our clients and we function in similar time zones. We believe
that these characteristics have helped us build solid relationships with our clients in the United States and Europe and facilitate
a high degree of client collaboration.



31







For the year ended December
31, 2014, 81.7%, 12.4% and 5.9% of our revenues were generated by clients in North America, Latin America and Europe, respectively.
Our clients include companies such as Google, Electronic Arts, JWT, Orbitz and Walt Disney Parks and Resorts Online, each of which
was among our top ten clients by revenues for at least one Studio in the year ended December 31, 2014. Approximately 87.5% of our
revenues for 2014 were attributable to repeat clients who had used our services in the prior year. We believe our success in building
our attractive client base in the most sophisticated and competitive markets for IT services demonstrates the superior value proposition
of our offering and the quality of our execution as well as our culture of innovation and entrepreneurial spirit.



Our revenues increased
from $128.8 million for 2012 to $199.6 million for 2014, representing a CAGR of 24.5% over the two-year period. Our revenues for
2014 increased by 26.1% to $199.6 million, from $158.3 million for 2013. Our net income for 2014 was $25.3 million, compared to
a net income of $13.8 million for 2013. The $11.5 million increase in net income from 2013 to 2014 was primarily driven by strong
revenue growth and improved operating margins during the year. In 2012, 2013 and 2014, we made several acquisitions to enhance
our strategic capabilities, none of which contributed a material amount to our revenues in the year the acquisition was made. See
“Information on the Company — History and Development of the Company.”



Our Industry



In the last few years,
the technology industry has undergone a significant transformation due to the proliferation and accelerated adoption of several
emerging technologies, including mobility, social media, big data and cloud computing, and related market trends including enhanced
user experience, personalization technology, gamification, consumerization of IT, wearables and open collaboration. These technologies
are empowering end-users and compelling enterprises to engage and collaborate with end-users in new and powerful ways that place
the end-user squarely at the center of their business. We believe that these changes are resulting in a paradigm shift in the technology
services industry and are creating a demand for service providers that possess a deep understanding of the following emerging technologies
and related market trends:



Emerging Technologies



| | • | Mobility has become a preferred option for audiences to consume and generate data and access
content in the cloud, across multiple platforms and devices, creating a new channel for enterprises to engage and interact with
end-users and attract new clients.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Cloud computing and software as a service is a new model for consuming and delivering business
and consumer products and services, using Internet-based computing, storage and connectivity technology to house content distributed
to an increasing variety of devices. Cloud computing and software as a service is expected to foster the development of new applications
and devices that can access cloud-based software.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Social media technologies are changing traditional one-way communication over the Internet
into interactive dialogue among individuals, communities and organizations. Enterprises must change the way that they collaborate,
communicate and share information with clients, employees and partners.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Big data, which refers to the proliferation of data that enterprises are experiencing is
driving demand for enhanced business analytics to enable them to identify patterns, gain deeper insights into their customers and
operations, and make better decisions.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Market Trends



| | • | User experience — As the Internet becomes increasingly user-centric, consumers are
demanding richer, more interactive experiences in the websites that they visit and the software applications that they use. To
attract new clients and retain existing ones, enterprises must create websites and applications that deliver intuitive and tailored
user experiences.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Personalization technology enables Internet pages and search results to be customized based
on the user’s implicit behavior, preferences and tastes. By applying predictive analytics and data mining technologies to
the user’s “social graph,” browsing history and other criteria, enterprises can tailor their offerings and provide
richer, more user-centric online experiences.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Gamification involves applying game mechanics to non-game environments such as innovation,
marketing, training, employee performance, health and social change. Gamification is being used by enterprises to achieve higher
levels of employee and client engagement, change behaviors and stimulate innovation.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Consumerization of IT increases as consumers continue to adopt emerging technologies into
their personal lives, and come to expect the same experience, communication and features from business applications. Employees
and enterprises are leveraging tools that originated in the consumer world to communicate, collaborate and share knowledge in the
workplace, as well as with clients.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



32







| | • | Wearables and internet of things involves a new class of consumer and embedded electronics
that allow users to perform day-to-day activities without having to reach for their smartphone or computer. Wearable devices provide
feedback regarding behavior, activities and equipment usage, enabling enterprises to develop products and applications that are
tailored to their customers’ specific needs. The internet of things is the network of physical objects that contain embedded
technology to communicate and sense or interact with their internal states or the external environment. The term is broadly used
to denote advanced connectivity of devices, systems and services. According to Gartner, there will be nearly 26 billion devices
on the internet of things by 2020.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Open collaboration (or open innovation and crowdsourcing) is a new model for economic production
involving dynamic knowledge exchange, encouraging outside ideas to cross company borders and empowering employees to work in outside
networks and collaborations. Crowdsourcing leverages the wisdom of crowds for market research, product development and efficient
resource allocation as a way to be more agile in the face of rapid change.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We believe that enterprises
seeking to adapt to these emerging technologies and related market trends represent a significant growth opportunity for technology
services providers. However, in order to successfully capture this opportunity, technology services providers require a new set
of skills and capabilities — domain knowledge, a deep understanding of emerging technologies and related market
trends and the ability to integrate creative capabilities with engineering rigor. Historically, traditional IT services providers
have focused on optimizing corporate processes and developing internal IT for their clients. For the most part, traditional IT
services firms have specialized in delivering custom applications based on clearly defined specifications provided by their clients.
Alternatively, digital agencies have historically focused on creativity but without the depth of engineering expertise or ability
to scale. We believe that these dynamics have created a need for a new breed of technology services provider, like ourselves with
superior innovation capabilities supported by highly evolved methodologies, engineering capabilities and talent management practices,
and a strong culture.



According to IDC, the IT
services market worldwide was estimated to be $950 billion in 2014 and is projected to grow to $1,087 billion by 2017, representing
a three-year CAGR of 4.5%. However, the accelerated adoption of the new technologies described above suggests that demand for IT
services focused on these technologies is likely to grow at rates that outpace the growth of the overall IT services market worldwide.
For example, according to IDC, worldwide spending on professional services related to implementing cloud services was $11.6 billion
in 2013 and is expected to grow to $39.6 billion by 2018, a five-year CAGR of 27.8%. According to the same source, the mobile enterprise
application platform market was $1.2 billion in 2013 and is expected to grow to $3.7 billion by 2018, a five-year CAGR of 24.6%.
Finally, according to Gartner, worldwide social media revenue (consisting of revenues from advertising, gaming and subscriptions)
was estimated at $11.8 billion in 2011 and is expected to grow to $33.5 billion by 2016, a five-year CAGR of 23.0%. The growth
in demand for technology services by enterprises seeking to adapt their business models to these emerging technologies and related
market trends represents our market opportunity.



Our Approach



We seek to deliver the
optimal blend of engineering, design, and innovation capabilities to harness the potential of emerging technologies and related
market trends to meet our clients’ needs. Ever since our inception in 2003, we believe strong engineering capabilities with
creativity and agility can deliver innovative solutions that enhance end-user experiences while meeting our clients’ business
needs.



Our value proposition for
our clients includes increased revenues, brand awareness, effective communication with customers, and the optimal use of emerging
technologies and resources to enable our clients to maintain their leadership position. This allows us to establish long-term strategic
relationships with our clients, secure high value-add mandates and expand the scope of our engagement with our clients.



Our integrated approach
requires high-quality software engineering talent, extensive knowledge of emerging technologies, use of the latest software development
methodologies and productivity tools, and well-tested project management practices. Most importantly, we believe it calls for a
work environment that fosters innovation, creativity and teamwork while ensuring a commitment to quality and discipline. Since
inception, we have invested significant resources into developing this work environment by focusing on three tenets that we believe
are core to our approach:



| | • | Studios;
| | - | --------



| | • | Culture; and
| | - | ------------



| | • | Innovation.
| | - | -----------



Studios



Beginning in 2009, we organized
around core competencies in cutting-edge technologies and called these practices Studios. We currently have 12 Studios: Consumer
Experience; Gaming; Big Data and High Performance; Quality Engineering; Enterprise Consumerization; UX and Social; Mobile; Wearables
and Internet of Things; After Going Live; Digital Content; Product Innovation; and Cloud Computing and Infrastructure.



33







Our Globers are either
assigned to Studios becoming permanent members, or rotate through Studios, cross-pollinating ideas and best practices, and enabling
us to optimize utilization. Each Studio serves multiple industries and our work for individual clients frequently involves multiple
Studios.



We believe our Studio model,
in contrast to industry segmentation typical of most IT services firms, is an effective way of organizing our company into smaller
operating units, enhancing the sense of ownership and autonomy of our Globers, while allowing us to share knowledge across our
company and deepen our understanding of emerging technologies. This model also provides the flexibility for each Studio to deliver
services on a stand-alone basis or in coordination with other Studios, as our clients may require. At the project level, we leverage
the competencies of our Studios through “Agile Pods.” These are small teams that combine the specialized practices
relevant to the project, and include technical profiles, designers, QA and project managers, and operate in a manner designed to
accelerate the design and development of innovative software products meeting the client’s delivery, cost and quality goals.



Culture



Our culture is the foundation
that supports and facilitates our distinctive approach. It can best be described as entrepreneurial, flexible, and team-oriented,
and is built on three main motivational pillars and six core values.



Our motivational pillars
are: Autonomy, Mastery and Purpose. Through Autonomy , we empower our Globers to take ownership of their client projects,
professional development and careers. Mastery is about constant improvement, aiming for excellence and exceeding expectations.
Finally, we believe that only by sharing a common Purpose will we build a company for the long term that breaks from the
status quo, is recognized as a leader in the delivery of innovative software solutions and creates value for our stakeholders.



Globant’s core values
are: Act Ethically, Be a Team Player, Constantly Innovate, Aim for Excellence, Think Big and Have Fun. In order to encourage Globers
to live and work by these values, we launched our Stellar Program, which allows Globers to recognize peers for an achievement or
behavior that exemplifies one or more of our core values.



Consistent with our motivational
pillars and core values, we have designed our workspaces to be enjoyable and stimulating spaces that are conducive to social and
professional interaction. Our delivery centers include, among others, brainstorming rooms, music rooms and “chill-out”
rooms. We also organize activities throughout the year, such as sports tournaments, outings, celebrations, and other events that
help foster our culture. We believe that we have been successful in building a work environment that fosters creativity, innovation
and collaborative thinking, as well as enabling our Globers to tap into their intrinsic motivation for the benefit of our company
and our clients.



Innovation



Innovation is at the heart
of our culture, so it is critical that each and every one of our Globers be an innovator. In addition to offering a flexible and
collaborative work environment, we also actively seek to build the capabilities required to sustain innovation through several
ongoing processes and initiatives including:



| | • | Ideation sessions — At the outset of a client project, we frequently crowdsource ideas
by organizing an ideation session to solve our client’s needs. We typically open ideation sessions to all Globers to maximize
idea generation and capture the technology expertise found in each of our Studios. We believe that our ideation sessions help break
down silos, facilitate the sharing of knowledge and insights, and stimulate innovative thinking.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Globant Labs — To help Globers stay ahead of the technology curve, we provide them
with the freedom to explore and test new ideas and technologies in our Globant Labs — such as robotics, bioinformatics, virtual
worlds, tangible interfaces and augmented reality that could eventually be useful to our existing and prospective clients.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Flip-thinking events — We encourage Globers to participate in flip-thinking events.
These are open gatherings on topics related to creativity, innovation and technology to which we invite thought leaders from the
sciences, the arts, industry and technology. We believe flip-thinking contributes to our Globers’ ability to think intuitively
and creatively when solving problems.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Hackathons are events to which we invite programmers, designers and engineers from Globant
and outside Globant, to collaborate intensively on a technology challenge. Our hackathons are typically focused on a particular
programming language, software technology or practice. Hackathons provide attendees the opportunity to learn, try out new ideas
and collaborate with other people in a highly energized, idea-generative environment.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Premier League — Our Premier League is an elite team of Globers, whose mission is
to foster innovation by cross-pollinating their deep knowledge of emerging technologies and related market trends across our Studios
and among our Globers. Our Premier League is comprised of our senior-most subject matter experts who are recognized as “gurus”
in their respective domains of expertise. Approximately one percent of our Globers are members of our Premier League.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



34







Finally, we believe that
working across several different domains on a variety of technologies for sophisticated and demanding clients keeps our Globers
open-minded and gives them the flexibility needed to create new possibilities and transform ideas into everyday technology.



Competitive Strengths



We believe the following
strengths differentiate Globant and create the foundation for continued rapid growth in revenues and profitability:



Ability to deliver a distinctive
blend of engineering, design and innovation services



We are a new-breed technology
services provider where engineering, design and innovation meet scale. We blend innovation, creativity and design with engineering
to offer scalable, end-to-end technology solutions that harness the potential of emerging technologies and related market trends.
Our integrated approach requires a combination of high-quality software engineering and creative talent, advanced knowledge of
emerging technologies, use of the latest software development methodologies and productivity tools, and well-tested project management
practices. Since inception, we have remained committed to this approach and have invested significant resources into optimizing
our services capabilities. We believe that our value proposition and our operating model distinguish us from our competitors, and,
therefore, provide us with a significant competitive advantage.



Deep domain expertise in emerging
technologies and related market trends



We have developed strong
core competencies in emerging technologies and practices such as mobility, social media, big data, wearables, internet of things
and cloud computing. We have a deep understanding of market trends, including user experience, personalization technology, gamification,
consumerization of IT, wearables, internet of things and open collaboration. Our areas of expertise are organized in 12 Studios,
which we believe provide us with a strong competitive advantage and allow us to leverage prior experiences to deliver superior
software solutions to clients.



Long-term relationships with blue
chip clients



We have built a roster
of blue chip clients such as Google, Electronic Arts, JWT, Orbitz and Walt Disney Parks and Resorts Online, many of which themselves
are at the forefront of emerging technologies. In particular, we have been working with Disney and Electronic Arts for more than
five and seven years, respectively. We believe that our success in developing these client relationships reflects the innovative
and high value-added services that we provide along‘ with our ability to positively impact our clients’ business. Our
relationships with these enterprises provides us with an opportunity to access large IT, research and development and marketing
budgets. These relationships have driven our growth and have enabled us to engage with new clients.



Global delivery with access to
deep talent pool



As of December 31, 2014,
we provided our services through a network of 29 delivery centers in 19 cities throughout seven countries (Buenos Aires, Tandil,
Rosario, Tucumán, Mendoza, Santa Fe, Córdoba, Resistencia, Bahía Blanca and La Plata in Argentina; Montevideo,
Uruguay; Bogotá and Medellín, Colombia; São Paulo, Brazil; Mexico City, Mexico; Lima, Peru; and San Francisco
and New York in the United States). We also have client management locations in the United States (Austin, Boston, New York and
San Francisco), Brazil (São Paulo), Colombia (Bogotá), Uruguay (Montevideo), Argentina (Buenos Aires) and the United
Kingdom (London).



Latin America has an abundant
talent pool of individuals skilled in IT. Over 250,000 engineering and technology students have graduated annually from 2007 – 2010
from universities in Latin America and the Caribbean region according to The Science and Technology Indicator Network (Red de
Indicadores de Ciencia y Tecnologia), a research organization that tracks science and technology indicators in the region.
Latin America’s talent pool (including Mexico, Brazil, Argentina, Colombia and Uruguay) is composed of approximately 1,000,000
professionals according to SmartPlanet and NearshoreAmericas. Our highly skilled Globers come from leading universities in the
regions where our delivery centers are located. Among our surveyed Globers, approximately 95.0% have obtained a university degree
or are enrolled in a university while they are employed by our company, approximately 3.2% have obtained a graduate level degree,
and many have specialized industry credentials or licensing, including in Systems Engineering, Electronic Engineering, Computer
Science, Information Systems Administration, Business Administration and Graphic and Web Design. Our time zone and cultural similarity
have helped us build solid relationships with our clients in the United States and Europe and differentiate us on projects that
require a high degree of client collaboration.



Highly experienced management team



Our management team is
comprised of seasoned industry professionals with global experience. Our management sets the vision and strategic direction for
Globant and drives our growth and entrepreneurial culture. On average, the members of our senior management team have 16 years
of experience in the technology industry giving them a comprehensive understanding of the industry as well as insight into emerging
technologies and practices and opportunities for strategic expansion.



35







Strategy



We seek to be a leading
provider of integrated engineering, design and innovation services across a range of industries that leverages our deep competencies
in emerging technologies and knowledge of related market trends. The key elements of Globant’s strategy for achieving this
objective are as follows:



Grow revenue with existing and
new clients



We will continue to focus
on delivering innovative and high value-added solutions that drive revenues for our clients, thereby deepening our relationships
and leading to additional revenue opportunities with them. We will continue to target new clients by leveraging our engineering,
design and innovation capabilities and our deep understanding of emerging technologies. We will focus on building our brand in
order to further penetrate our existing and target markets where there is a strong demand for our knowledge and services.



Remain at the forefront of innovation
and emerging technologies



We believe our Studios
have been highly effective in enabling us to deliver innovative software solutions that leverage our deep domain expertise in emerging
technologies and related market trends. As new technologies emerge and as market trends change, we will continue to add Studios
to remain at the forefront of innovation, to address new competencies that help us stay at the leading-edge of emerging technologies,
and to enable us to enter new markets and capture additional business opportunities.



Expand our delivery footprint



As of December 31, 2014,
we provided services through a network of 29 delivery centers in 19 cities throughout seven countries (Buenos Aires, Tandil, Rosario,
Tucumán, Córdoba, Resistencia, Bahía Blanca Mendoza, Santa Fe, Mar del Plata and La Plata in Argentina; Montevideo,
Uruguay; Bogotá and Medellín, Colombia; São Paulo, Brazil; Mexico City, Mexico; Lima, Peru; and San Francisco
and New York in the United States). A key element of our strategy is to expand our delivery footprint, including by increasing
the number of employees that are deployed onsite at our clients or near client locations. In particular, we intend to focus our
recruitment efforts on the United States. We will continue to focus on expanding our delivery footprint both within and outside
Latin America to gain access to additional pools of talent to effectively meet the demands of our clients and to increase the number
of Globers that are deployed onsite at our clients or near client locations.



Attract, train and retain top quality
talent



We place a high priority
on recruiting, training, and retaining employees, which we believe is integral to our continued ability to meet the challenges
of the most complex software development assignments. In doing so, we seek to decentralize our delivery centers by opening centers
in locations that may not have developed IT services markets but can provide professionals with the caliber of technical training
and experience that we seek. Globant offers highly attractive career opportunities to individuals who might otherwise have had
to relocate to larger IT markets. We will continue to develop our scalable human capital platform by implementing resource planning
and staffing systems and by attracting, training and developing high-quality professionals, strengthen our relationships with leading
universities in different countries, and help universities better prepare graduates for work in our industry. We have agreements
to teach, provide internships, and interact on various initiatives with the several universities, such as the Buenos Aires Institute
of Technology (ITBA) in Buenos Aires, Argentina; Universidad Nacional del Centro de la Provincia de Buenos Aires (UNICEN) in Tandil,
Argentina; Universidad de Tecnología Nacional (UTN) in Rosario, La Plata, and Buenos Aires, Argentina; Universidad Estadual
de São Paulo, Brazil; ORT University in Montevideo, Uruguay; and Universidad Nacional de La Plata in La Plata, Argentina.



Selectively pursue strategic acquisitions



Building on our track record
of successfully acquiring and integrating complementary companies, we will continue to selectively pursue strategic acquisition
opportunities that deepen our relationship with key clients, extend our technology capabilities, broaden our service offerings
and expand the geographic footprint of our delivery centers, including beyond Latin America, in order to enhance our ability to
serve our clients. Our acquisitions of the Huddle Group in October 2013 and Bluestar Energy in October 2014 illustrate our commitment
to this strategy.



Our Services



Our Studios



Our approach to providing
services revolves around our Studios as compared to traditional IT services companies that are primarily organized around industry
verticals. We believe our Studio model is an effective way of organizing our company into smaller operating units, fostering creativity
and innovation while allowing us to build, enhance and consolidate expertise in emerging technologies. Each Studio has specific
domain knowledge and delivers tailored solutions focused on specific technology challenges. This method of delivery is the foundation
of our services offering and, we believe, of our success.



Our 12 Studios are as follows:



| | • | Consumer Experience;
| | - | --------------------



36







| | • | Gaming;
| | - | -------



| | • | Big Data and High Performance;
| | - | ------------------------------



| | • | Quality Engineering;
| | - | --------------------



| | • | Enterprise Consumerization;
| | - | ---------------------------



| | • | UX and Social;
| | - | --------------



| | • | Mobile;
| | - | -------



| | • | Cloud Computing and Infrastructure;
| | - | -----------------------------------



| | • | Wearables and Internet of Things;
| | - | ---------------------------------



| | • | After Going Live;
| | - | -----------------



| | • | Digital Content; and
| | - | --------------------



| | • | Product Innovation.
| | - | -------------------



As technology continues
to evolve, we will evolve by adding new Studios and areas of expertise allowing us to enter new markets and capitalize on emerging
technologies and related market trends.



Each of our technology-specialized
Studios serves a broad set of industries. The Globers for each Studio include engineers, architects, artists and designers, business
analysts, quality control analysts, marketing professionals, and project managers. The permanent members of a Studio maintain and
enhance that Studio’s core knowledge over time, while the Globers who rotate through that Studio help cross-pollinate knowledge
and best practices across our other Studios. Each Studio is managed by a business partner, a technology partner and a delivery
partner, who together make coordinated decisions to achieve seamless service delivery to our clients. Representative clients listed
for each Studio were all among our top ten clients by revenues in the Studio in 2014.



Consumer Experience



Our Consumer Experience
Studio is focused on building innovative, scalable and appealing Internet-based solutions for our clients that enhance the end-user’s
online experience. It builds scalable and appealing business-to-consumer online destinations for global audiences.



The portfolio of services
we provide through our Consumer Experience Studio is focused on the integrated delivery of:



| | • | E-commerce applications;
| | - | ------------------------



| | • | Consumer applications; and
| | - | --------------------------



| | • | Portals.
| | - | --------



The e-commerce applications
that we deliver are built to generate traffic and new sales and incorporate product catalogs, payment and checkout functions, micro-transactions,
search engine marketing, search engine optimization and reporting. Our consumer applications are designed to attract end users
by providing great experiences that are both enriching and easy to use. In designing and building portals, our investment in research
and development enables us to recommend the optimal architecture for our clients. We also have deep experience in integrating a
client’s portal with its content management system to deliver intuitive and engaging applications and personalized searchable
content.



Gaming



Our Gaming Studio specializes
in the design and development of world-class games, social and digital platforms that function across web, and mobile channels.
This Studio enables companies to leverage game mechanics with a differentiating approach, helping them to develop the game concept
through production, launch and operation.



The portfolio of services
we provide through our Gaming Studio includes:



| | • | Graphics engineering;
| | - | ---------------------



| | • | Game engineering;
| | - | -----------------



| | • | Gaming experience; and
| | - | ----------------------



| | • | Digital platform services.
| | - | --------------------------



37







Big Data and High Performance



Our Big Data and High Performance
Studio delivers mission-critical data management solutions for clients in industries that manage vast numbers of daily transactions.
With expertise in algorithms, data modeling, high performance analytics and transactional services, this Studio builds highly secure,
scalable and reliable information solutions.



| | • | The portfolio of services we provide through our Big Data and High Performance Studio includes:
| | - | -----------------------------------------------------------------------------------------------



| | • | Data architecture: scalable and reliable data storage;
| | - | ------------------------------------------------------



| | • | Data integration: interconnection of heterogeneous systems;
| | - | -----------------------------------------------------------



| | • | Data visualization: interactive dashboards; and
| | - | -----------------------------------------------



| | • | Data science: segmentation, fraud detection, descriptive and predictive analytics.
| | - | ----------------------------------------------------------------------------------



Quality Engineering



Our Quality Engineering
Studio focuses on reducing our clients’ business risks by applying state-of-the-art engineering to the process of validating
the quality of software. We provide a comprehensive suite of innovative testing services to ensure that the software applications
achieve the highest-quality standards and meet the needs of demanding users on multiple platforms.



The portfolio of services
we provide through our Quality Engineering Studio includes:



| | • | Testing center;
| | - | ---------------



| | • | Mobile testing;
| | - | ---------------



| | • | Test automation;
| | - | ----------------



| | • | Load and performance testing; and
| | - | ---------------------------------



| | • | Game testing.
| | - | -------------



Enterprise Consumerization



Our Enterprise Consumerization
Studio builds innovative enterprise solutions that enable organizations to increase internal efficiency and engage employees, bringing
new trends and technologies from consumer-facing software solutions into the workplace. The products we develop allow our clients
to improve employees’ engagement, increase their knowledge of technology, enhance their productivity and access readily available
information.



The portfolio of services
we provide through our Enterprise Consumerization Studio includes:



| | • | Talent development solutions;
| | - | -----------------------------



| | • | Open collaboration;
| | - | -------------------



| | • | Enterprise operations; and
| | - | --------------------------



| | • | Enterprise cloud development;
| | - | -----------------------------



UX and Social



Our UX and Social Studio
provides design methodologies and creative services that empower our clients to create digital products that engage with their
users in new and relevant ways. This Studio focuses on the observation of user behavior, usability, brand design and strategic
design. This Studio seeks to boost brand awareness for our clients by helping them “socialize” their online presence,
develop a dialogue with their audiences and improve user experience.



The portfolio of services
we provide through our UX and Social Studio includes:



| | • | Service design: creating strategies that bring brands and consumers closer;
| | - | ---------------------------------------------------------------------------



| | • | User experience design: bringing products to life through behavioral observation and interaction
design;
| | - | --------------------------------------------------------------------------------------------------------



| | • | Creative direction: shaping the brand personality to incorporate new concepts;
| | - | ------------------------------------------------------------------------------



| | • | Visual design: crafting engaging and beautiful digital products; and
| | - | --------------------------------------------------------------------



| | • | Industrial design: designing 3D products with smart technologies.
| | - | -----------------------------------------------------------------



38







Mobile



Our Mobile Studio develops
innovative mobile applications and state-of-the-art user interfaces that are able to run across multiple devices and platforms.
From the inception of the mobile concept, we help companies establish and improve their presence in the mobile space. This Studio
has substantial domain expertise in native technologies (such as iOS, Android and Windows Phone) and Mobile Web technologies (such
as JavaScript and HTML5). Our approach blends product managers, user experience designers, highly skilled developers and trained
business analysts to build software solutions tailored to each platform, using agile development methodologies to deliver products
in this rapidly evolving market.



The portfolio of services
we provide through our Mobile Studio includes:



| | • | Mobile strategy;
| | - | ----------------



| | • | Product development;
| | - | --------------------



| | • | Native & hybrid development; and
| | - | --------------------------------



| | • | Application sustainment.
| | - | ------------------------



Cloud Computing and Infrastructure



Our Cloud Computing and
Infrastructure Studio focuses on the evolving enterprise information technology landscape to make it more agile and governable
while reducing risks and costs. To do that, we combine cloud services, managed services, and innovative tools and practices. The
portfolio of services we provide includes:



| | • | Development of enterprise cloud, deployment of cloud strategy for public/hybrid cloud governance;
| | - | -------------------------------------------------------------------------------------------------



| | • | Integrated development and information technology teams by process, tools and standards definition
to streamline operations; and
| | - | --------------------------------------------------------------------------------------------------------------------------------



| | • | Cloud managed services for hybrid and multi-cloud scenarios by monitoring, support and governance
| | - | -------------------------------------------------------------------------------------------------



Wearables and Internet of Things



Our Wearables and Internet
of Things Studio was created to bring to life technology solutions for the ecosystem of wearable devices and other applications
of the internet of things. With the products developed in this Studio, our customers are able to gather information about behavior,
activities and sensor-collected data, and then process all that information to develop new products and services. The extension
of technology to new areas like wearables, sensors and connected devices is creating a new breed of products that require a combination
of user experience, electronic engineering, development and support that just a few companies are able to deliver. We created a
team composed of individuals with different skills and experiences that are able to create and design products that appeal to users
seeking these new experiences.



Our practices include:



| | • | User experience design;
| | - | -----------------------



| | • | Application development;
| | - | ------------------------



| | • | Hardware design and integration;
| | - | --------------------------------



| | • | Data design and management; and
| | - | -------------------------------



| | • | Industrial design.
| | - | ------------------



We created the first fast
prototyping laboratory in which our customers test new devices and products. This program directly involves our customers in every
aspect of the hardware development, from proof of concepts, including small scale production and large scale production, through
partnerships.



After Going Live



Our After Going Live Studio
focuses on the evolution and on-going maintenance of existing applications after they are released for production to preserve their
alignment with user and business needs. Our After Going Live team ensures that the quality and efficiency of our customers’
applications are sustained, while also working to improve performance, enhance features and optimize the application. This Studio’s
main goal is to make sure quality is maintained throughout the life of the applications.



The portfolio of services
we provide through our After Going Live Studio includes:



| | • | Agile maintenance;
| | - | ------------------



| | • | Ongoing support; and
| | - | --------------------



39







| | • | Software archaeology.
| | - | ---------------------



Digital Content



Our Digital Content Studio
focuses on developing digital online strategies through the creation of original and customized products and solutions. We empower
our clients’ businesses by assisting throughout the complete lifecycle of a digital strategy, from the development of user-friendly,
easy-to-use and appealing content management systems to the complete go-to-market digital promotion. We also work with our clients
to develop digital marketing campaigns and engaging audiovisual content that supports our customers’ goals.



The portfolio of services
we provide through our Digital Content Studio includes:



| | • | Content management systems;
| | - | ---------------------------



| | • | E-learning solutions (platform + content);
| | - | ------------------------------------------



| | • | Digital marketing services; and
| | - | -------------------------------



| | • | Production of videos.
| | - | ---------------------



Product Innovation



Our Product Innovation
Studio is responsible for developing the innovation practices and fostering those practices in our organizational culture. The
objective of these practices is to create a toolbox for each of the different Studios that can help our customers solve their challenges
by thinking out of the box and transforming problems into competitive advantages.



Globant has a different
approach regarding innovation, optimizing the practices focused on three strengths:



| | • | The most cutting-edge technology practices;
| | - | -------------------------------------------



| | • | The experience of thousands of project at all the industries; and
| | - | -----------------------------------------------------------------



| | • | The maturity to work with leading customers worldwide that create new trends.
| | - | -----------------------------------------------------------------------------



The porfolio of services
we provide through our Product Innovation Studio includes:



| | • | Product landing;
| | - | ----------------



| | • | Innovation; and
| | - | ---------------



| | • | Consulting.
| | - | -----------



Our Delivery Model



As of December 31, 2014,
our 29 delivery centers were located in 19 cities throughout seven countries (Buenos Aires, Tandil, Rosario, Tucumán, Córdoba,
Resistencia, Bahía Blanca, Mendoza, Santa Fe, Mar del Plata and La Plata in Argentina; Montevideo, Uruguay; Bogotá
and Medellín, Colombia; São Paulo, Brazil; Mexico City, Mexico; Lima, Peru; and San Francisco and New York in the
United States). We also have client management locations in the United States (Austin, Boston, New York and San Francisco), Brazil
(São Paulo), Colombia (Bogotá), Uruguay (Montevideo), Argentina (Buenos Aires) and the United Kingdom (London). Our
cultural affinity with our clients enables increased interaction that creates close client relationships, increased responsiveness
and more efficient delivery of our solutions we grow and expand our organization, we will continue diversifying our footprint by
expanding into additional locations globally.



We believe our presence
in many countries creates a key competitive advantage by allowing us to benefit from the abundance of high-quality talent in the
region, cultural similarities and geographic proximity to our clients.



Availability of High-Quality Talent



We believe that Latin America
has emerged as an attractive geographic region from which to deliver a combination of engineering, design, and innovation capabilities
for enterprises seeking to leverage emerging technologies. Latin America has an abundant skilled IT talent pool. According to the
Science and Technology Indicator Network (Red de Indicadores de Ciencia y Tecnologia), over 250,000 engineering and technology
students have graduated annually from 2007 – 2010 from universities in Latin America and the Caribbean region.
Latin America’s talent pool (including Mexico, Brazil, Argentina, Colombia and Uruguay) is composed of approximately 1,000,000
professionals according to different sources, such as SmartPlanet and Nearshore Americas. This labor pool remains relatively untapped
compared to other regions such as the United States, Central and Eastern Europe and China. The region’s professionals possess
a breadth of skills that is optimally suited for providing technology services at competitive rates. Moreover, Argentina and Brazil
have been in the top ten of the Gunn Report’s Global Index of Creative Excellence in Advertising for the last 16 years. In
addition, institutions of higher education in the region offer rigorous academic programs to develop professionals with technical
expertise who are competitive on a global scale. Furthermore, Latin America has a significant number of individuals who speak multiple
languages, including English, Spanish, Portuguese, Italian, German and French, providing a distinct advantage in delivering engineering,
design and innovation services to key markets in the United States and Europe.



40







Government Support and Incentives



Software companies with
operations in Argentina benefit from the Software Promotion Law . Originally enacted in 2004 and extended in 2011 for another five
years until 2019, the Software Promotion Law established a number of incentives to promote Argentine enterprises engaged in the
design, development and production of software. These incentives include:



| | • | a ten-year fiscal stability benefit, pursuant to which a company’s aggregate national tax
liability will not be increased from the date it is accepted into the program until the expiration of that ten-year period;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | a 60% reduction of a company’s corporate income tax liability during each fiscal period (as
applied to income from promoted software activities);
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



| | • | a non-transferable tax credit for up to 70% of certain employer-paid social security taxes made
annually, which may be offset against value-added tax liabilities. In 2011, the Software Promotion Law was amended to permit the
tax credit to be applied to reduce corporate income tax liability by a percentage not greater than the company’s declared
percentage of exports; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | an exclusion from any restriction on import payments related to hardware and IT components.
| | - | -------------------------------------------------------------------------------------------



Since 2006, when they were
notified by the Argentine government of their inclusion in the promotion regime, our Argentine operating subsidiaries have benefited
from a 60% reduction in their corporate income tax rate and a tax credit against value-added tax liability of 70% of amounts paid
annually for certain social security taxes under the Software Promotion Law as originally enacted in 2004. See “— Regulatory
Overview — Argentine Taxation — Software Promotion Law”, “Risk Factors — Risks Related to Our Business
and Industry — If the current effective income tax rate payable by us in any country in which we operate is increased or
if we lose any country-specific tax benefits, then our financial condition and results of operations may be adversely affected”
and “Operating and Financial Review and Prospects — Operating Results — Certain Income Statement Line Items —
Income Tax Expense.”



Our subsidiary in Uruguay,
which is domiciled in a tax-free zone, benefits from a 0% income tax rate and an exemption from value-added tax.



Methodologies and Tools



Effectively delivering
the innovative software solutions that we offer requires highly evolved methodologies and tools. Since inception, we have invested
significant resources into developing a proprietary suite of internal applications and tools to assist us in developing solutions
for our clients and manage all aspects of our delivery process. These applications and tools are designed to promote transparency,
and knowledge-sharing, enhance coordination and cooperation, reduce risks such as security breaches and cost overruns, and provide
control as well as visibility across all stages of the project lifecycle, for both our clients and us. Our key methodologies and
tools are described below.



Agile Pods



We have created a distinctive
model for the design and development of software products that combines agility and talent maturity to drive innovation, while
focusing on cost efficiency through careful monitoring of gains in productivity and quality. We do this through “Agile Pods”.
These are small teams, made up of members of multiple Studios, that combine the specialized practices relevant to a client project
and operate in a manner designed to accelerate the design and development of innovative software products meeting the client’s
delivery, cost and quality goals, while enabling us to increase revenues, enhance profitability and reduce attrition. We have already
implemented the Agile Pod model across client projects for some of our top 20 clients.



Typically consisting of
no more than eight members, an Agile Pod will have varying levels of technical leadership, creative talent and product management,
user experience, software development and quality assurance expertise. Each Agile Pod is responsible for managing a specific set
of features related to the development of the software product or services platform deliverable to the client. Agile Pods are designed
to work self-sufficiently with a minimum level of supervision, thereby increasing the speed of development and delivery. A project
manager will typically manage two to four pods. In client relationships where we have assigned more than five pods, a technical
director would manage up to five pods, while at a higher-level program managers would oversee ten pods.



We set forth measurable
short-term and long-term goals for the performance of our Agile Pods by rating them on their velocity (how fast they get the project
done), autonomy (in terms of technical mastery, creative ideas and innovation) and quality (user experience, design and reliability).
We and our client collaboratively audit the “maturity level” of each Agile Pod on a client project, using quantitative
and qualitative metrics. Based on the results of that audit, our client decides whether to promote or demote that pod’s maturity.
While the hourly rates for a pod’s work will increase as its maturity level increases, higher-level pods can produce savings
for the client compared to lower-level pods.



41







Agile Development Methodologies



We also employ Agile development
methodologies, which we believe are particularly well suited to develop products that must adapt rapidly to user feedback and changing
requirements.



Agile development is an
approach to developing software that is based on iterative and incremental development and delivery. Requirements and solutions
evolve through collaboration between development teams and client teams. Through an iterative approach and evolutionary development
and delivery, Agile development promotes adaptive planning and encourages rapid and flexible responses to changes in scope of work
and client requirements. By contrast, “waterfall” development is a linear, sequential approach to software design and
systems development, which is typically used to deliver custom applications based on clearly defined specifications provided by
their clients. Waterfall development does not lend itself to rapid response to changes in scope of work and client requirements.



Our Globers use Agile methodologies
to work closely with our clients in order to gain insights into their business and develop solutions that meet their business needs.
In addition, our customized Agile Framework focuses on innovation and seeks to provide high-quality and client-oriented solutions
that reduce time-to-market and provide our clients with the flexibility to adapt to a constantly evolving marketplace. We believe
that the differentiating factors of our Agile Framework include:



| | • | Agile development and precise management: Our customized Agile framework includes best practices
of Scrum, XP, PMI, ISO and CMMI to assure Agile development without losing management strength.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Improved and constant communication: We have implemented several communication initiatives that
utilize our own templates, checklists and guidelines to facilitate communication between our clients and our teams. These include
kick-off meetings, demonstration sessions, weekly status reports and retrospective meetings. We encourage face-to-face meetings
in order to build trust between our teams and the client.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Client feedback from demonstration sessions: At the end of each iteration, we use a demonstration
session in order to present the client an updated version of a product and seek the client’s immediate feedback. We can then
include any changes and improvements generated by the demonstration session.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Innovation: We constantly challenge our teams to propose innovative ideas that add value to our
client’s business.
| | - | ------------------------------------------------------------------------------------------------------------------



Quality Management System



Globant has developed and
implemented a quality management system in order to document our best business practices, satisfy the requirements and expectations
of our clients and improve the management of our projects. We believe that continuous process improvement produces better software
solutions, which enhances our clients’ satisfaction and adds value to their business.



Globant’s quality
management system is certified under the requirements of the international standard ISO 9001:2008, the CMMI Maturity Level 3 process
areas (which indicates that processes are well characterized and understood, and are described in company standards, procedures,
tools and methods) and PMI by implementing the following practices:



| | • | Assuring that quality objectives of the organization are fulfilled;
| | - | -------------------------------------------------------------------



| | • | Defining standard processes, assets and guidelines to be followed by our project teams from the
earliest stages of the project life cycle;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | • | Continuously evaluating the status of processes in order to identify process improvements or define
new processes if needed;
| | - | ----------------------------------------------------------------------------------------------------------------------------



| | • | Objectively verifying adherence of services and activities to organizational processes, standards
and requirements;
| | - | -------------------------------------------------------------------------------------------------------------------



| | • | Providing support and training regarding the quality management system to all employees to achieve
a culture that embraces quality standards;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| | • | Informing related groups and individuals about tasks and results related to quality control improvement;
| | - | --------------------------------------------------------------------------------------------------------



| | • | Raising issues not resolvable within the project to upper management for resolution; and
| | - | ----------------------------------------------------------------------------------------



| | • | Periodically gathering and analyzing feedback from our clients regarding our services to learn
when we have met expectations and where there is room for improvement.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



In 2013, Globant certified
ISO 27001, a standard that provides a model for establishing, implementing, operating, monitoring, reviewing, maintaining, and
improving an information security management system (ISMS). The process of certifying ISO 27001 ensures that ISMS is under explicit
management control.



42







Glow



In order to manage our
talent base, we have developed a proprietary software application called Glow. Glow is the central repository for all information
relating to our Globers, including academic credentials, industry and technology expertise, work experience, past and pending project
assignments, career aspirations, and performance assessments, among others. Every Glober can access Glow and regularly update his
or her technical skills and recognize other Globers under our Stellar Program.



We use Glow as a management
tool to match open positions on Studio projects with available Globers, which allows us to staff project teams rapidly and with
the optimal blend of industry, technology and project experience, while also achieving efficient utilization of our resources.
We believe, based on management’s experience in the industry, that we are one of few companies in our industry to employ
such a tool for this purpose. Accordingly, we believe Glow provides us with a significant competitive advantage.



Katari



Katari is a Java-based
software platform that we use to facilitate the rapid development of Web applications based on Java technologies. We have made
our Katari framework freely available to the open source community under the Apache Software License 2.0.



Our Katari framework provides
Globers with the following advantages in developing Java applications:



| | • | the user can initiate a sample application in a matter of minutes;
| | - | ------------------------------------------------------------------



| | • | the sample application offers a login page to access secured content and a website that the user
can customize;
| | - | ---------------------------------------------------------------------------------------------------------------



| | • | the software code is well documented, consistently formatted and easy to read;
| | - | ------------------------------------------------------------------------------



| | • | testing methodology is already in place; and
| | - | --------------------------------------------



| | • | Katari’s modular approach allows for rapid responses to client changes and requirements.
| | - | ----------------------------------------------------------------------------------------



Nails



Nails is a framework that
we use to facilitate the rapid development of .NET applications. .NET is a software framework developed by Microsoft for applications
that run primarily on Microsoft Windows. We intend to make our Nails framework freely available to the open source community under
the Apache Software License 2.0.



Our Nails framework provides
Globers with the following advantages in developing .NET applications



| | • | Rapid initiation of a new application: Traditionally, a typical software development project would
require between 40 to 120 calendar hours before producing a functional application. With Nails, the execution time can often be
reduced to less than half an hour.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Lower startup time: A new developer can usually initiate a Nails-based application in less than
15 minutes.
| | - | -----------------------------------------------------------------------------------------------------------



| | • | Use of modular architecture: Nails-based product development will typically result in a modular
application, where concepts are properly abstracted and encapsulated. Modular architecture will usually lower development costs
by letting developers focus on a single aspect of the application at a time allowing developers to be more productive, because
they do not have to consider all aspects of an application at the same time.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Digital Platform



We have built a Java-based
technology platform that unifies user data and enables user activity tracking across multiple digital channels, such as mobile,
gaming console and the Internet. Our platform connects to social networks and applies game mechanics (action points, turns, promotions,
role-playing, etc.) to improve the user experience. These mechanics increase user engagement by providing an environment where
play becomes a catalyst to collaboration, learning and healthy competition. The platform’s component framework offers our
customers a single user view, user rewards, e-commerce support, subscriptions, notifications, promotion systems, and a library
of customizable game mechanics. By using this platform, we can provide an innovative solution for our clients who wish to leverage
the power of gaming to incentivize buying behavior, increase employee collaboration and motivation, learn while playing, and keep
users engaged with digital products for a longer time.



Vulneris



Vulneris is a software
tool that we have developed to assess the security of particular systems. It detects, classifies, and monitors device vulnerabilities
and then processes the information obtained, which is then stored and shown in different formats, depending on the user. Vulneris
also includes remediation and support modules essential for system monitoring and vulnerability management. We utilize Vulneris
primarily in our Cloud Computing and Infrastructure Studio.



43







Clients



At Globant, we focus on
delivering innovative and high value-added solutions that drive revenues and brand awareness for our clients. We believe that our
approach deepens our relationships and leads to additional revenue opportunities. We also target new clients by showcasing our
engineering, design and innovation capabilities along with our deep understanding of emerging technologies and related market trends.



Our clients include primarily
medium- to large-sized companies based in the United States, Europe and Latin America operating in a broad range of industries
including Media and Entertainment, Professional Services, Technology and Telecommunications, Travel and Hospitality, Banks, Financial
Services and Insurance, and Consumer, Retail and Manufacturing. We believe clients choose us based on our ability to understand
their business and help them drive revenues, as well as our innovative and high value-added business proposals, tailored Studio-based
solutions, and our reputation for high quality execution. We have been able to grow with and retain our clients by merging their
industry knowledge with our expertise in the latest market trends to deliver tangible business value.



We typically enter into
a master services agreement (or MSA) with our clients, which provides a framework for services and a statement of work to define
the scope, timing, pricing terms and performance criteria of each individual engagement under the MSA. We generate approximately
35% of our revenue from long-term contracts with terms greater than 24 months.



During 2014, 2013 and 2012,
our ten largest clients based on revenues accounted for 43.9%, 39.7% and 45.0% of our revenues, respectively. Our top client for
the years ended December 31, 2014, 2013 and 2012, Walt Disney Parks and Resorts Online, accounted for 8.7%, 6.4% and 9.3% of our
revenues, respectively. Some of our major clients in 2014 included Google, Electronic Arts, JWT, Orbitz and Walt Disney Parks and
Resorts Online, each of which was among our top ten clients by revenues for at least one Studio.



The following table sets
forth the amount and percentage of our revenues for the years presented by client location:



|                        |  | Year ended December 31,            |        
|----------------------- |  | ---------------------------------- | -------
|                        |  | 2014                               |        
|                        |  | (in thousands, except percentages) |        
|By Geography            |  |                                    |        
|North America           |  | $                                  | 163,097
|Europe                  |  |                                    | 11,704 
|Latin America and other |  |                                    | 24,804 
|Revenues                |  | $                                  | 199,605



The following table shows
the distribution of our clients by revenues for the years presented:



|                       |  | Year ended December 31, |    
|---------------------- |  | ----------------------- | ---
|                       |  | 2014                    |    
|Over $5 Million        |  |                         | 10 
|$1 – $5 Million        |  |                         | 36 
|$0.5 – $1 Million      |  |                         | 23 
|$0.1 – $0.5 Million    |  |                         | 83 
|Less than $0.1 Million |  |                         | 144
|Total Clients          |  |                         | 296



Sales and Marketing



Our growth strategy is
based on four pillars: (i) leveraging our broad expertise; (ii) pursuing strategic acquisitions; (iii) growing within existing
clients; and (iv) acquiring new clients. Our expertise and Studio approach help us expand the portfolio and practices we offer
to our clients. Our acquisitions are pursued with the aim of fulfilling strategic goals, such as growing into a new geography (e.g.
, Nextive, TerraForum, BlueStar Peru) or the expansion of specializations (e.g. , Accendra, Openware, Huddle).



Under our multi-pronged,
integrated sales and marketing strategy, our senior management, sales executives, sales managers, account managers and engagement
managers work collaboratively to target, acquire and retain new clients and expand our work for existing clients. Our sales and
marketing team, currently comprised of 39 sales personnel and nine marketing personnel, has broad geographic coverage with commercial
offices located in Buenos Aires, Bogotá, Montevideo, São Paulo, London, Austin, Boston, New York and San Francisco.



Our sales strategy is driven
by three fundamentals: retain, develop and acquire (“RDA”). The retention (“R”) component is focused on
maintaining our wallet share with existing accounts through flawless execution on our engagements. The development (“D”)
component emphasizes developing existing client relationships by significantly expanding our wallet share and capturing business
from our competitors. The acquisition (“A”) component targets new client accounts. Through our RDA strategy, as well
as marketing and branding events, we are able to acquire new or expand existing engagements in our large and growing addressable
market.



44







New Clients



We seek to create relationships
with strategic clients through existing client referrals or through our multi-tiered approach. Our approach begins by identifying
industries and geographic locations with solid growth potential. Once potential clients are identified, we seek to engage the market-facing
management personnel of those companies instead of their IT divisions, which allows us to get a better understanding of the prospect’s
business model before engaging with its IT personnel. The focus on an enterprise’s revenue drivers allows us to highlight
the value of our services in meeting our client’s business needs, thereby differentiating us.



Our account sales teams
are made up of sales executives and sales managers, and follow specific guidelines for managing opportunities when contacting potential
new clients. Before a sales team approaches a prospective client, we gather significant intelligence and insight into the client’s
potential needs, creating a specific value proposition for discussion during the engagement process. Additional opportunities resulting
from the planned targeted engagement are gathered and tracked. Once an appropriate opportunity has been identified and confirmed
with the client, our sales team performs account and competition mapping and enlists internal industry and subject matter experts
as well as pre-sales engineers from all of the participating Studios. We then generate proposals to present to and negotiate with
the client. Once we have secured the engagement, our sales executives work closely with the Globant leadership team, partners and
subject matter experts from our Studios to ensure that we exceed our new client’s expectations.



From time to time, we use
ideation sessions and discovery engagements in our pre-sales process. During the discovery engagements we meet with clients to
discuss their goals and develop creative solutions. The discovery engagement sessions help us discover our clients’ main
objectives, even if those objectives are not explicitly stated. These sessions are critical in helping us to offer solutions that
will adapt to our clients’ needs and wishes. This allows us to showcase our expertise in emerging technologies to the prospective
client while also allowing us to generate a significant number of possible future client opportunities.



Existing Clients



Once we have established
the client relationship, we are focused on driving future growth through increased client loyalty and retention. We leverage our
historical successes with existing clients and our relationships with our clients’ key decision-makers to cross-sell additional
services, thereby expanding the scope of our engagements to other departments within our clients’ organizations. We seek
to increase our revenues from existing clients through our account managers, technical directors, program managers, leadership
team, Studio partners, and subject matter experts. Our top 20 accounts have dedicated client teams. We have also implemented a
customer development incentive program, which currently contains more than 400 employees, that is designed to improve revenues
and margins.



We undertake periodic reviews
to identify existing clients that we believe are of strategic importance based on, among other things, the amount of revenues we
generate from the client, as well as the growth potential and brand recognition that the client provides.



Marketing



We believe that our reputation
as a premium provider of innovative software solutions generates additional business for us from inbound requests, referrals and
requests for proposals. In addition, we engage in a number of initiatives that foster our brand and promote our expertise. As of
December 31, 2014, we had nine professionals in the marketing department based in Argentina and the United States.



Our marketing teams promote
Globant’s brand through a variety of channels, including the following:



| | • | Events: We organize and participate in technology- and innovation-focused events in the
United States, the United Kingdom and Latin America that position us as thought leaders in vanguard technologies and trends. These
include webinars, mobile road shows and breakfast discussions with our “gurus.” In addition, members of our management
team have been featured as speakers at events such as World ITO/BPO Forum, Innotribe Bangkok, Nearshore Nexus, the Endeavor Summit,
EY Strategic Growth Forum, Americas Society — Council of the Americas, Zendcon, the Agile Business Conference, Stream Health,
Insight Innovation Exchange, the CSO Summit and South by Southwest and at universities such as the Massachusetts Institute of Technology,
Stanford University, New York University and the University of California Los Angeles.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Public Relations: Our marketing strategy includes brand positioning through targeted news
coverage in print media and trade publications in the United States and Latin America, such as Bloomberg, Dow Jones, the New York
Times, TechCrunch, and Nearshore Americas.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Reports and Case Studies: We benefit from coverage of our company in reports prepared by
industry analysts, such as Gartner, IDC and HFS Research, McKinsey & Company and other third-party industry observers. In addition,
our company has been the subject of case studies on entrepreneurship by business schools at universities such as Stanford University,
Massachusetts Institute of Technology and Harvard University.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



45







Competition



The markets in which we
compete are changing rapidly. We face competition from both global IT services providers as well as those based in the United States.
We believe that the principal competitive factors in our business include: the ability to innovate; technical expertise and industry
knowledge; end-to-end solution offerings; reputation and track record for high-quality and on-time delivery of work; effective
employee recruiting; training and retention; responsiveness to clients’ business needs; scale; financial stability; and price.



We face competition primarily
from:



| | • | large global consulting and outsourcing firms, such as Accenture, Sapient, Thoughtworks,
                                                                   Razorfish and Luxoft;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | digital agencies and design firms such as SapientNitro, RGA and Ideo;
| | - | ---------------------------------------------------------------------



| | • | traditional technology outsourcing IT services providers, such as Cognizant Technology Solutions,
EPAM Systems, GlobalLogic, Aricent, Infosys Technologies, Mindtree HCL, Tata and Wipro; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | in-house product development departments of our clients and potential clients.
| | - | ------------------------------------------------------------------------------



We believe that our focus
on delivering innovative software solutions that harness the potential of emerging technologies for our clients positions us well
to compete effectively in the future. However, some of our present and potential competitors may have substantially greater financial,
marketing or technical resources; may be able to respond more quickly to emerging technologies or processes and changes in client
demands; may be able to devote greater resources towards the development, promotion and sale of their services than we can; and
may make strategic acquisitions or establish cooperative relationships among themselves or with third parties that increase their
ability to address the needs of our clients.



Corporate and Social Responsibility



We believe corporate and
social responsibility, or CSR, is an important extension of our founders’ original vision of creating a company, starting
from Latin America, that is a leader in the delivery of innovative software solutions for global customers, while also generating
world-class career opportunities for IT professionals not just in metropolitan areas but also outlying cities within countries
in the region. Our signature CSR program is TesteAR, an initiative we launched three years ago that seeks to increase employment
opportunities for disadvantaged youth in our surrounding communities ranging from 18 to 25 years old by training them in manual
software testing.



Intellectual Property



Our intellectual property
rights are important to our business. We rely on a combination of intellectual property laws, trade secrets, confidentiality procedures
and contractual provisions to protect the investment we make in research and development. We require our employees, independent
contractors, vendors and clients to enter into written confidentiality agreements upon the commencement of their relationships
with us.



We customarily enter into
nondisclosure agreements with our clients with respect to the use of their software systems and platforms. Our clients usually
own the intellectual property in the software solutions we deliver. Furthermore, we usually grant a perpetual, worldwide, royalty-free,
nonexclusive, transferable and non-revocable license to our clients to use our preexisting intellectual property, but only to the
extent necessary in order to use the software solutions we deliver.



We have developed a number
of proprietary internal tools that we use to manage our projects, build applications in specific software technologies, and assess
software vulnerability. These tools include Glow, Katari, Nails, our Digital Platform, our semantic banking application, and Vulneris.
See “— Methodologies and Tools.”



Our registered intellectual
property consists of the trademark “Globant” (which is registered in eleven jurisdictions, including the United States
and Argentina) and one pending patent application in the United States. Our patent application relates to an IT application that
seeks to determine an action intended by a user of an online application by matching patterns of that user’s input with corresponding
intended actions. The action corresponding to the matching pattern with the highest weight is presented to the user for confirmation
that the action is what the user intended. This patent could be used for, among other things, an online banking application. We
do not believe that any individual registered intellectual property right, other than our rights in our name and logo, is material
to our business.



Facilities and Infrastructure



As of December 31, 2014,
we had 29 delivery centers located in 19 cities throughout seven countries (Buenos Aires, Tandil, Rosario, Tucumán, Córdoba,
Resistencia, Bahía Blanca, Mendoza, Santa Fe, Mar del Plata and La Plata in Argentina; Montevideo, Uruguay; Bogotá
and Medellín, Colombia; São Paulo, Brazil; Mexico City, Mexico; Lima, Peru; and San Francisco and New York in the
United States). We also have client management locations in Austin, New York, San Francisco, Boston, São Paulo, Bogotá,
Montevideo, Buenos Aires and London. The main administrative offices of our principal subsidiary (which also include a delivery
center) are located in Buenos Aires. All of our facilities (with the exception of Tucumán) are leased. We also have two
offices under construction in Bahía Blanca and La Plata.



46







The table below breaks
down our locations by country and city and provides the aggregate square footage of our locations in each city as of December 31,
2014.



|Country       |  | City          |  | Number of Offices |  | Square Feet |        
|------------- |  | ------------- |  | ----------------- |  | ----------- | -------
|Argentina     |  | Bahía Blanca  |  | 2                 |  |             | 3,261  
|Argentina     |  | Buenos Aires  |  | 4                 |  |             | 141,224
|Argentina     |  | Córdoba       |  | 2                 |  |             | 31,356 
|Argentina     |  | La Plata      |  | 1                 |  |             | 20,226 
|Argentina     |  | Mar del Plata |  | 1                 |  |             | 17,384 
|Argentina     |  | Resistencia   |  | 1                 |  |             | 12,303 
|Argentina     |  | Rosario       |  | 2                 |  |             | 23,046 
|Argentina     |  | Tandil        |  | 3                 |  |             | 13,175 
|Argentina     |  | Tucumán       |  | 1                 |  |             | 10,764 
|Argentina     |  | Mendoza       |  | 1                 |  |             | —      
|Argentina     |  | Santa Fe      |  | 1                 |  |             | —      
|Brazil        |  | São Paulo     |  | 2                 |  |             | 11,033 
|Colombia      |  | Bogotá        |  | 2                 |  |             | 22,012 
|Colombia      |  | Medellín      |  | 1                 |  |             | 13,810 
|Mexico        |  | Mexico City   |  | 1                 |  |             | 28,794 
|United States |  | San Francisco |  | 1                 |  |             | 5,920  
|United States |  | New York      |  | 1                 |  |             | 2,153  
|Uruguay       |  | Montevideo    |  | 1                 |  |             | 26,975 
|Peru          |  | Lima          |  | 1                 |  |             | —      
|Total         |  |               |  | 29                |  |             | 383,435



Regulatory Overview



Due to the industry and
geographic diversity of our operations and services, our operations are subject to a variety of rules and regulations, and several
Argentine, Uruguayan, Colombian, UK and U.S. federal and state agencies regulate various aspects of our business. See “Risk
Factors — Risks Relating to Our Business and Industry — Our business results of operations and
financial condition may be adversely affected by the various conflicting and/or onerous legal and regulatory requirements imposed
on us by the countries where we operate”. If we are not in compliance with applicable legal requirements, we may be subject
to civil or criminal penalties and other remedial measures, which could adversely affect our business, financial condition and
results of operations.”



We benefit from certain
tax incentives promulgated by the Argentine and Uruguayan governments. See “— Our Delivery Model — Government
Support and Incentives.”



Argentine Taxation



The following is a summary
of the material Argentine tax considerations relating to our operations in Argentina and it is based upon laws, regulations, decrees,
rulings, income tax conventions (treaties), administrative practice and judicial decisions in effect as of the date of this annual
report. Legislative, judicial or administrative changes or interpretations may, however, be forthcoming. Any such changes or interpretations
could affect the tax consequences to us, possibly on a retroactive basis, and could alter or modify the statements and conclusions
set forth herein. This summary does not purport to be a legal opinion or to address all tax aspects that may be relevant to our
operations in Argentina.



Software Promotion Law



The Software Promotion
Law sets forth a promotion regime for the software industry that remains in effect until December 31, 2019. On September 16, 2013,
the Argentine government published Regulatory Decree No. 1315/2013, which governs the implementation of the Software Promotion
Law.



Pursuant to Section 2 of
the Software Promotion Law, Argentine-incorporated companies whose activities are the creation, design, development, production,
implementation or adjustment (upgrade) of developed software systems and their associated documents (in accordance with Section
4 of the Software Promotion Law) may participate in the benefits comtemplated by this regime provided they meet at least two of
the following requirements: (i) proven expenses in software research and development activities; (ii) proven existence of a known
quality standard applicable to the products or software processes, or the performance of activities in order to obtain such known
standard recognition; or (iii) export of software (as defined in Section 5 of the Software Promotion Law).



As per Section 3 of the
Software Promotion Law, Argentine-incorporated companies will be considered beneficiaries of the regime as from the effective date
of their registration in the National Registry of Software Producers. The consequences of such registration are the following:



47







| | • | Fiscal stability throughout the period that the promotion regime is in force (i.e., through December
31, 2019 as per Section 1 of the Software Promotion Law). In accordance with Section 7 of the Software Promotion Law, fiscal stability
means the right to maintain the aggregate federal tax rate in effect at the time of the beneficiary’s registration in the
National Registry of Software Producers through December 31, 2019. Such stability does not comprise import or export duties nor
export refunds (Section 7 of Regulatory Decree No. 1315/2013). The aggregate federal tax burden included under the fiscal stability
benefit is that burden existing on the date of the beneficiary’s registration before the applicable registry, in accordance
with laws and regulations in force by that time.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Beneficiaries of the promotion regime may convert up to 70% of certain monthly social security
tax (contribution) payments into a tax credit (Section 8 of the Software Promotion Law) during the first year following the beneficiary’s
registration in the National Registry of Software Producers. After the first year, such percentage will be determined annually
by the competent authorities for each beneficiary, depending on the beneficiary’s degree of compliance with the regime’s
requirements (Section 9 of Regulatory Decree No. 1315/2013). This tax credit may not be transferred to third parties. The tax credit
can be used to offset the beneficiary’s income tax liability only up to certain percentage, determined by the ratio of annual
software and computer services exports and the aggregate annual sales resulting from promoted activities declared by the beneficiary
(Section 8 of the Software Promotion Law).
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Beneficiaries of the promotion regime will not be subject to any value-added tax withholding or
collection regimes (Section 8 bis of the Software Promotion Law).
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Beneficiaries of the promotion regime will benefit from a 60% reduction in the total amount of
corporate income tax as applied to income from the activities of creation, design, development, production, implementation or adjustment
(upgrade) of developed software systems and their associated documents pursuant to Section 4 of the Software Promotion Law) due
in each fiscal year beginning after the date of the beneficiary’s registration in the National Registry of Software Producers
(Section 9 of the Software Promotion Law, Regulatory Decree No. 1315/2013 and General Resolution No. 3,597). This benefit will
be applicable both to Argentine-source and non-Argentine-source income, in the terms set forth by the application authority, but
it would not be applicable to foreign source income obtained by permanent establishments held abroad by Argentine residents (Section
13 of Regulatory Decree No. 1315/2013).
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Pursuant to Section 12 of the Software Promotion Law, imports of software products by the beneficiaries
are excluded from any kind of present or future restriction on the currency transfers matching the payments for such imports, provided
the imported goods are necessary for the software production activities.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In the event the company
does not have a known quality standard applicable to the products or software processes, as per Section 10 of the Software Promotion
Law, it will have a three-year period as from its accreditation, to obtain the known standard recognition. Failure to obtain such
recognition within such period will subject the company to the sanctions set forth in Section 20 of the Software Promotion Law,
which range from temporary suspension to exclusion from the promotion regime and the obligation to return all benefits obtained,
as well as permanent prohibition to apply for registration in the National Registry of Software Producers.



On October 10, 2006, the
Argentine Ministry of Economy approved our subsidiary IAFH Global S.A. as a beneficiary of the Software Promotion Law. In January
2006, the Argentine Ministry of Economy approved our subsidiary Huddle Gorup S.A. as a beneficiary of the Software Promotion Law.
On April 13, 2007, the Argentine Ministry of Economy approved our subsidiary Sistemas Globales as a beneficiary of the Software
Promotion Law. As a result, these subsidiaries have enjoyed fiscal stability in their federal tax burden as in effect at the time
they were notified of their inclusion in the promotion regime.



The Software Promotion
Law was modified during 2011 through Law No. 26,692. Even though all benefits awarded under the Software Promotion Law as originally
enacted in 2004 remain in effect, pursuant to Section 10 bis of the Software Promotion Law, IAFH Global S.A., Sistemas Globales
and Huddle Group S.A. were obliged to reapply for registration in the National Registry of Software Producers by July 8, 2014 in
order to obtain the benefits established in the Software Promotion Law as described above. On June 25, 2014, our Argentine subsidiaries
Huddle Group S.A., IAFH Global S.A. and Sistemas Globales S.A. applied for registration in the National Registry of Software Producers.
As of the date of this annual report, all three subsidiaties have been accepted for registration in the National Registry of Software
Producers effective retroactively from September 18, 2014.



As noted above, Regulatory
Decree No. 1315/2013 introduced additional implementing rules, including, among other matters, further clarifications to qualify
for the promotion regime and specific requirements to be met in order to remain registered in the National Registry of Software
Producers during the years after such registration has taken place. These requirements include, among others, minimum annual revenue,
minimum percentage of employees involved in the promoted activities, minimum aggregate amount spent in salaries paid to employees
involved in the promoted activities, minimum research and development expenses and the filing of evidence of software-related services
exports. In addition, Regulatory Decree No. 1315/2013 states that the 60% reduction in corporate income tax provided under the
Software Promotion Law shall only become effective as of the beginning of the fiscal year after the date on which the applicant
is accepted for registration in the National Registry of Software Producers. The implementing regulation also provides that upon
the formal approval of an applicant’s registration in the National Registry of Software Producers, any promotional benefits
previously granted to such person under the Software Promotion Law as originally enacted in 2004 shall be extinguished. Finally,
Regulatory Decree No. 1315/2013 delegates authority to the Secretary of Industry and AFIP to adopt “complementary and clarifying”
regulations in furtherance of the implementation of the Software Promotion Law.



48







On March 11, 2014, AFIP
issued General Resolution No. 3,597, which provides that, as a further prerequisite to participation in the Software Promotion
Law, exporters of software and related services must register in a newly established Special Registry of Exporters of Services
(Registro Especial de Exportadores de Servicios). On March 14, May 21 and May 28, 2014, our Argentine subsidiaries Huddle
Group S.A., IAFH Global S.A. and Sistemas Globales S.A., respectively, applied and were accepted for registration in the Special
Registry of Exporters of Services. In addition, General Resolution No. 3,597 states that any tax credits generated under the Software
Promotion Law by a participant in the Software Promotion Law will only be valid until September 17, 2014.



Income Tax



The Argentine Income Tax
Law No. 20,628, as amended (“ITL”), establishes a federal tax on the worldwide income of Argentine resident individuals,
legal entities incorporated in Argentina and Argentine branches of foreign entities. The income tax is currently levied at 35%
of taxable net income obtained in Argentina or abroad. As per the ITL, income taxes paid abroad for the conduct of foreign activities
may be recognized as a tax credit up to the limit of the increase in the income tax liability derived from the recognition of income
obtained abroad. The amount of income subject to tax is calculated according to the regulations of the ITL. Losses incurred during
any fiscal year may be carried forward and set off against taxable income obtained during the following five fiscal years. Foreign
resident individuals and foreign resident legal entities without a permanent establishment are taxed exclusively on their Argentine
source income.



Law No. 26,893 (the”ITL
Amendment Law”), published in the Official Gazzette on and effective as of September 23, 2013, modified the ITL. According
to the ITL Amendment Law, income derived from the sale, exchange or other disposition of shares of Argentine corporations by non-Argentine
residents would be subject to income tax. Non-Argentine residents will have the option of choosing between applying a 13.5% effective
income tax rate over the gross amount or a 15% effective income tax rate over the net amount derived from the transaction.



Individual Argentine residents
would be exempt on the income derived from the sale of shares to the extent such participations are publicly traded and/or are
authorized for its public offer.



Payments from Argentina
to foreign residents representing an Argentine source of income (i.e. , royalties, interest, etc.) are generally subject to income
tax withholding levied at different rates depending on the type of payment. These rates may be reduced by application of a tax
treaty for the avoidance of double taxation between Argentina and the receiving country.



The government has denounced
the double taxation treaties that were in force with the Republic of Chile and Spain. The decision to denounce and therefore terminate
the above-mentioned agreements was published in the Official Gazette on July 16, 2012 and July 13, 2012. In accordance with the
denouncement provisions set forth in those treaties:



| | • | the double taxation treaty with the Republic of Chile ceased to have effect in both contracting
states: (a) for individuals and undivided estates: as from January 1, 2013 and (b) for legal entities: as from the tax periods
beginning after the communication of the termination of the treaty.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the double taxation treaty with Spain ceased to have effect in both contracting states: (a) in
respect of taxes at source on payments to be made to foreign residents as from January 1, 2013 and (b) in respect of other taxes,
as from the tax periods beginning as from January 1, 2013.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



However, in February 2013,
the Spanish cabinet approved the execution of a new double-taxation treaty with Argentina. On November 27, 2013, the Argentine
Congress approved the aforementioned treaty, which was published in the Official Gazette on December 18, 2013. This new treaty
with Spain entered into force on December 23, 2013. Such treaty replaces the previous double-taxation treaty between Argentina
and Spain that was terminated on July 16, 2012 and applies retroactively from January 1, 2013.



Additionally, on January
31, 2012 through a notice published in the Official Gazette, the Argentine government issued a resolution ending the provisional
application of the double taxation treaty in force with Switzerland, and notified this resolution to the Swiss government through
a letter issued on January 16, 2012. According to the Argentine tax authorities, the effects of such termination have been applicable
since January 16, 2012. On March 20, 2014, Argentina and Switzerland executed a new double-taxation treaty. Although the Argentine
congress has approved the new treaty, which was published in the Official Gazette on December 11, 2014, such treaty has not entered
into force as of the date of this annual report, and Switzerland has not ratified it.



As a result of the termination
of the double taxation treaties in force with Spain and the Republic of Chile, as well as the decision to end the provisional application
of the double taxation treaty in force with Switzerland, the reduced withholding tax rates (pursuant to those treaties) will no
longer be applicable after each of the corresponding dates of termination.



Thus, interest payments,
royalty payments and the distribution of dividends from Argentina to Switzerland, Spain and the Republic of Chile will be subject
to the withholding rates set forth in the ITL.



49







Pursuant to the ITL, cross-border
royalty payments are generally subject to withholding at a rate of 28%, or 21% if technology not available in Argentina is involved;
in both cases the relevant agreement must be registered before the National Institute of Intellectual Property (“INPI”).
Payments related to software licenses are in general subject to a 31.5% tax withholding rate. In addition, interest payments are
generally subject to withholding at a rate of 15.05% if the lender is a bank or financial institution controlled by the respective
central bank or similar authority, located in jurisdictions (i) other than those considered as tax havens by Argentine law, or
(ii) that have executed exchange information agreements with Argentina, and do not allow, among others, banking or stock market
secrecy pursuant to their domestic law, and 35% in all other cases. The ITL Amendment Law provides a new 10% tax rate on dividend
distributions, without prejudice to the application of the so-called “equalization tax,” which applies if the dividends
distributed exceed the net accumulated taxable income of the distributing corporation. According to the ITL Amendment Law, the
new 10% tax rate would not be applicable on dividends received by Argentine companies.



Tax on Presumed Minimum Income



This tax applies to assets
of Argentine companies. The tax is only applicable if the total value of the assets is above 200,000 Argentine pesos at the end
of the company’s fiscal year, and is levied at a rate of 1% on the total value of such assets. The amount of the tax paid
on presumed minimum income is allowed as a credit toward income tax. Furthermore, to the extent that this tax cannot be credited
against normal corporate income tax, it may be carried forward as a credit for the following ten years. Shares and other capital
participations in the stock capital of entities subject to the minimum presumed income tax are exempted from the tax on presumed
income.



Value-Added Tax



The value-added tax applies
to the sale of goods, the provision of services and importation of goods. Under certain circumstances, services rendered outside
of Argentina, which are effectively used or exploited in Argentina, are deemed to be rendered in Argentina and, therefore, subject
to value-added tax. The current value-added tax general rate is 21%. Certain sales and imports of goods, such as computers and
other hardware, are, however, subject to value-added tax at a lower tax rate of 10.5%. The sale of the shares held in Argentine
or foreign companies is not subject to value-added tax.



Tax on Debits and Credits in Bank Accounts



This tax applies to debits
and credits from and to Argentine bank accounts and to other transactions that, due to their special nature and characteristics,
are similar or could be used in lieu of a bank account. There are certain limited exceptions to the application of this tax. The
general tax rate is 0.6% applicable on each debit and/or credit; however there are increased rates of 1.2% and reduced rates of
0.075%. Taxpayers subject to this tax at the 0.6% and 1.2% rates are authorized to a tax credit of the tax paid (a 34% credit of
the tax paid on credits levied at the 0.6% tax rate, and a 17% credit of the tax paid on transactions levied at the 1.2% tax rate)
against the income tax and minimum presumed income tax. The remaining amount is deductible for income tax purposes.



Personal Assets Tax



Argentine companies are
required to pay the personal assets tax corresponding to Argentine resident individuals, foreign individuals and foreign entities
for holding shares and other capital participations in such company as of December 31 of each year. The applicable tax rate is
0.5% and is levied on the equity value (valor patrimonial proporcional) stated in the latest financial statements. Pursuant
to the Argentine Personal Assets Tax Law, an Argentine company is entitled to seek reimbursement of such tax paid from the applicable
foreign shareholders, including by withholding and/or foreclosing on the shares, or by withholding dividends.



As a result of the terminations
of the double taxation treaties in force with Spain and the Republic of Chile, as well as the decision to end the provisional application
of the double taxation treaty in force with Switzerland, the exemption from the personal assets tax that was available pursuant
to those treaties for shares and other equity interests in local companies owned by Chilean, Spanish or Swiss residents will no
longer be applicable after each of the corresponding dates of termination.



Tax on Dividends



The ITL Amendment Law provides
a new 10% tax rate on dividend distributions, without prejudice to the application of the so-called “equalization tax,”
which applies if the dividends distributed exceed the net accumulated taxable income of the distributing corporation. The new 10%
tax rate would not be applicable on dividends received by Argentine companies.



Turnover Tax



Turnover tax is a local
tax levied on gross income. Each of the provinces and the City of Buenos Aires apply different tax rates. The tax is levied on
the amount of gross income resulting from business activities carried on within the respective provincial jurisdictions. The provinces
have signed an agreement to avoid the double taxation of activities performed in more than one province (Convenio Multilateral
del 18 de agosto de 1977). Under this agreement, gross income is allocated between the different provinces applying a formula
based on income obtained and expenses incurred in each province. In the Province of Buenos Aires, we have received an exemption
from the payment of the turnover tax for the period from 2011 through April 13, 2017.



50







Provincial Tax Advance Payment Regimes
Applicable to Local Bank Accounts



Certain provincial tax
authorities have established advance payment regimes regarding the turnover tax that are, in general, applicable to credits generated
in bank accounts opened with financial institutions governed by the Argentine Financial Institutions Law. These regimes apply to
local tax payers which are included in a list distributed — usually on a monthly basis — by the
provincial tax authorities to the financial institutions aforementioned.



Tax rates applicable depend
on the regulations issued by each provincial tax authority, in a range that, currently, could amount up to 5%. For tax payers subject
to these advance payment regimes, any payment applicable qualifies as an advance payment of the turnover tax.



Stamp Tax



Stamp tax is a local tax
that is levied based on the formal execution of public or private instruments. Documents subject to stamp tax include, among others,
all types of contracts, notarial deeds and promissory notes. Each province and the City of Buenos Aires has its own stamp tax legislation.
Stamp tax rates vary according to the jurisdiction and agreement involved. In general, stamp tax rates vary from 1% to 4% and are
applied based on the economic value of the instrument. In the Province of Buenos Aires, we have received an exemption from the
stamp tax since 2011.



Free Good Transmission Tax



The Province of Buenos
Aires established this tax in 2009. According to Law 14,200, all debts accrued up to December 31, 2010 have been exempted from
this tax. This tax is levied on any wealth increases resulting from free good or asset transmission (i.e. a donation, inheritance,
etc.), provided the beneficiary (individual or company) is domiciled in the Province of Buenos Aires or the goods or assets are
located in the Province of Buenos Aires. Moreover, according to this tax, shares and other securities representing capital stock,
an equity interest or the equivalent which, at the time of transmission, are located in another jurisdiction (i.e., not in the
Province of Buenos Aires) or were issued by entities or companies domiciled in another jurisdiction, are deemed to be situated
in the Province of Buenos Aires in proportion to the assets that such entities or companies have in the Province of Buenos Aires.
This tax will only be applicable if the benefit obtained by the individual or the company exceeds 60,000 Argentine pesos. In the
case of parents, children and spouses, the threshold amount is increased up to 250,000 Argentine pesos. The tax rates are progressive
and vary from 4% to 21.925%. The Province of Entre Ríos has enacted a tax that is similar to Law 14,200 described above.



The tax may become applicable
in the event that our Argentine subsidiaries, Huddle Group S.A., IAFH Global S.A. and Sistemas Globales S.A., receive any free
transmission of goods or assets located within the Province of Buenos Aires or the Province of Entre Ríos. If either of
the subsidiaries changes its domicile to the Province of Buenos Aires or to the Province of Entre Ríos, the tax will be
levied upon any free transmission of goods or assets received by that subsidiary, wherever the goods or assets are located.



Municipal Taxes



Municipalities may establish
certain municipal taxes, provided they are not analogous with the national taxes, and they match an effective and individualized
service provisioned by the local government. It should be noted that in many cases, the taxable income considered for the municipal
tax will be the same as that for the turnover tax, though limited to the amount that belongs to the province where the municipality
is located as per the agreement to avoid double taxation (Convenio Multilateral del 18 de agosto de 1977).



Information Regime



General Resolution 3293/2012
of the Argentine Federal Tax Authority sets forth the obligation to report (through the website of the Argentine Federal Tax Authority)
the total or partial (gratuitous or onerous) transfer and/or assignment of:



| | • | securities, shares, participations or equivalents in the capital of non-publicly traded Argentine
companies (and certain other non-publicly traded Argentine entities) whether the buyer and/or the purchaser is a foreign or an
Argentine resident;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | securities, shares, participations or equivalents in the capital of non-publicly traded foreign
companies if the transaction is performed by Argentine individuals or Argentine undivided estates; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | listed securities issued by Argentine or foreign residents in case the transaction results in the
change of control of the company.
| | - | -----------------------------------------------------------------------------------------------------------------------------------



This obligation must be
complied with concurrently by seller, purchaser and by the target company whose assets are being transferred. Also, the obligation
applies to the notary public (if a notary public participates in the transaction).



The transaction must generally
be reported within ten business days after the date of the transaction.



51







Related Parties’ Registry



Pursuant to General Resolution
No. 3,572, AFIP created: (i) a related parties’ registry (Registro de Sujetos Vinculados) and (ii) an information
regime concerning transactions in the domestic market among related parties (Régimen informativo de operaciones en el
mercado interno — Sujetos Vinculados).



Notwithstanding that AFIP
General Resolution No. 3,572 that became effective on January 3, 2014, the registration and information obligations provided therein
shall be considered duly complied with by the following parties within the following terms:



| | • | on or before April 1, 2014: national major tax-payers (Grandes Contribuyentes Nacionales)
for obligations due on or before March 31, 2014; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| | • | on or before July 1, 2014: all other national parties for obligations due on or before June 30,
2014.
| | - | -----------------------------------------------------------------------------------------------------



Information Regime Concerning Transactions
in the Domestic Market Among Related Parties



Unlike the related parties’
registry (which applies to transactions among related parties located in Argentina and abroad), the transactions’ information
regime is applicable to transactions between related parties located in Argentina.



Incoming Funds from Low or No Tax Jurisdictions



According to the legal
presumption under Article 18.1 of Law No.11,683 and its amendments, incoming funds from jurisdictions with low or no taxation are
deemed an unjustified increase in net worth for the Argentine party, regardless of the nature of the operation involved. Unjustified
increases in net worth are subject to the following taxes:



(a) income tax at a 35%
rate on 110% of the amount of the transfer; and



(b) value added tax at
a 21% rate on 110% of the amount of the transfer.



The Argentine tax resident
may rebut such legal presumption by proving before the Argentine Tax Authority that the funds arise from activities effectively
performed by the Argentine taxpayer or a third party in such jurisdictions, or that such funds have been previously declared.



Through Decree 589/2013,
Argentina modified the rule related to the list of low or no taxation jurisdictions, stating that all references to low or no taxation
jurisdictions shall be deemed as referring to “non-cooperative countries for purposes of fiscal transparency.” Cooperative
countries for purposes of fiscal transparency are those countries, territories, jurisdictions or special regimes that execute with
the Argentine government a double tax agreement with a wide exchange of information clause or an exchange of information agreement.
Jurisdictions that initiate negotiations to enter into one of the previously mentioned agreements would also be considered as “cooperative.”
Decree 589/2013 entitles the Argentine Tax Authority to publish the list of the cooperative countries for fiscal transparency purposes,
which shall be published (and updated) on its web site. On January 8, 2014, the National Tax Authority issued the list containing
the jurisdictions that are considered cooperative. As of the date of this annual report, such list includes the following jurisdictions:
Albania, Germany, Andorra, Angola, Anguilla, Saudi Arabia, Armenia, Aruba, Australia, Austria, Azerbaijan, Bahamas, Belgium, Belize,
Bermuda, Bolivia, Brazil, the Cayman Islands, Canada, Czech Republic, Chile, China, Vatican City, Colombia, South Korea, Costa
Rica, Croatia, Cuba, Curaçao, Denmark, Ecuador, El Salvador, Arab Emirates, Slovakia, Slovenia, Spain, United States, Estonia,
Faroe Islands, Philippines, Finland, France, Georgia, Ghana, Greece, Greenland, Guatemala, Guernsey, Haiti, Honduras, Hungary,
India, Indonesia, Ireland, Isle of Man, Iceland, Italy, Jamaica, Israel, Japan, Jersey, Kazakhstan, Kenya, Kuwait, Latvia, Liechtenstein,
Lithuania, Luxembourg, Macao, Macedonia, Malta, Morocco, Mauritius, Mexico, Moldova, Monaco, Montenegro, Montserrat, Nicaragua,
Nigeria, Norway, New Zealand, Panama, the Netherlands, Paraguay, Peru, Poland, Portugal, Qatar, the United Kingdom, the Dominican
Republic, Romania, Russia, San Marino, Saint Maarten, Singapore, South Africa, Sweden, Switzerland, Tunisia, Turks and Caicos Islands,
Turkmenistan, Turkey, Ukraine, Uruguay, Venezuela, Vietnam and British Virgin Islands.



As of the date of this
annual report, we are not liable for this tax.



Foreign Exchange Controls



The following is a summary
of the material foreign exchange control considerations relating to our operations in Argentina, and it is based upon laws, regulations,
decrees, rulings, administrative practice and judicial decisions in effect as of the date of this annual report. Legislative, judicial
or administrative changes or interpretations may, however, be forthcoming. Any such changes or interpretations could affect us
and could alter or modify the statements and conclusions set forth herein. This summary does not purport to be a legal opinion
or to address all foreign exchange controls aspects that may be relevant to our operations in Argentina.



Argentina



In 1991, the Argentine
Convertibility Law established a fixed exchange rate according to which the Argentine Central Bank was statutorily obliged to sell
U.S. dollars to any individual at a fixed exchange rate of 1.00 Argentine pesos per $1.00. In 2001 Argentina experienced a period
of severe political, economic and social crisis, and on January 6, 2002, the Argentine congress enacted the Argentine Public Emergency
Law abandoning more than ten years of fixed Argentine peso-U.S. dollar parity. After devaluing the Argentine peso and setting the
official exchange rate at 1.40 Argentine pesos per $1.00, on February 11, 2002, the Argentine government allowed the Argentine
peso to float. The shortage of U.S. dollars and their heightened demand caused the Argentine peso to further devaluate significantly
in the first half of 2002.



52







The Argentine Central Bank
may indirectly affect this market through its active participation. Due to the deterioration of the economic and financial situation
in Argentina during 2001 and 2002, in addition to the abandonment of the Argentine peso-U.S. dollar parity, the Argentine government
established a number of monetary and currency exchange control measures, including a partial freeze on bank deposits, the suspension
of payments of its sovereign foreign debt, restrictions on the transfer of funds out of, or into, Argentina, and the creation of
the FX Market through which all purchases and sales of foreign currency must be made. Since 2003, these restrictions have been
progressively eased to some extent, yet the following restrictions that could affect our Argentine operations still remain in effect.



Pursuant to Argentine regulations,
Argentine resident entities have access to the FX Market for the purchase of foreign currency and its transfer abroad for, among
other things:



(1) making payments of
principal on foreign financial indebtedness at maturity or less than ten business days in advance of the stated maturity to the
extent that the proceeds of the foreign indebtedness have remained in Argentina at least during the 365-day period from the date
on which the proceeds of the new foreign financial indebtedness were transferred into Argentina and converted into Argentine pesos
through the FX Market (the “Waiting Period”) or to make partial or full payments more than ten business days in advance
of the stated maturity, provided that (i) the funds disbursed under the debt facility have remained in Argentina for at least 365
days; and (ii) either (a) the prepayment is totally financed with the disbursement of funds from outside Argentina with the purpose
of carrying out capital contributions in a local company, or (b) the amount in foreign currency to be prepaid does not exceed the
current value of the portion of the debt being prepaid and the average life of the debt must be longer than the remaining amount
of the prepaid debt, considering in both cases the payment of principal and interest, the prepayment is totally financed with a
new cross-border loan granted by an international organization and its related agencies or an official credit agency or a foreign
financial institution or debt issuance which can be deemed on an international debt issuance, and the terms and conditions of the
new financing explicitly provide such prepayment as a condition to granting the new loan. In all cases, the foreign debt to be
repaid must have been disclosed under the foreign debt information regime set forth in Communication “A” 3,602 of the
Argentine Central Bank (the “Foreign Debt Information Regime”);



(2) making payments of
interest on foreign indebtedness on the stated interest payment date or less than five days prior to such stated interest payment
date, provided that the interest to be paid accrued starting either (i) on the date the proceeds received from foreign indebtedness
were sold in the FX Market or (ii) on the date of disbursement of funds, provided that the foreign debt has been disclosed under
the Foreign Debt Information Regime and that those funds were credited in accounts of correspondent banks that are authorized to
sell foreign exchange proceeds in the FX Market within two days of disbursement thereof;



(3) making payments for
services rendered by foreign residents, provided that certain requirements are met subject to prior authorization of the Argentine
Central Bank in the case of related parties services;



(4) making payments for
imported goods, on demand or in advance, provided that certain requirements are met (e.g. , nationalization of the imported goods
within certain specific terms and filing of the import documentation with the financial entity); and



(5) making payments of
corporate profits and dividends to non-Argentine-resident shareholders, provided that the distribution of dividends is approved
on the basis of audited financial statements issued by the Argentine entity and certified by external auditors with the requirements
of annual financial statements.



The Argentine government
has been restricting certain local companies from obtaining access to the FX Market for the purpose of making payments abroad,
such as dividends (including capital reductions) and payment for importation of services and goods. In this regard, irrespective
of whether Argentine residents comply with all legal requirements for purposes of executing any of the foreign exchange transactions
listed above, we cannot exclude the possibility that de facto measures limiting or delaying the ability of an Argentine resident
to have access to the FX Market may occur, for example through the imposition of general or ad hoc restrictions through local banks
or by having the local bank require, even when not expressly provided by any regulation, the opinion of the Argentine Central Bank
before executing any specific transaction.



Argentine entities are
required to transfer into Argentina and sell for Argentine pesos through the FX Market, among others, the proceeds from foreign
financial indebtedness and from foreign indebtedness qualifying as pre-export financing within the periods established by the Argentine
Central Bank (the “Pre-Export Financings”).



Argentine entities are
required to transfer into Argentina and sell for Argentine pesos in the FX Market all foreign currency proceeds from exports of
goods (except those that are applied to the repayment of Pre-Export Financings) and services within the periods established by
the Argentine Central Bank. Argentine law does not require Argentine resident entities that export services to be paid only in
foreign currency nor does it prohibit the receipt of in-kind payment by such exporters.



No payments on new foreign
financial indebtedness (other than debt securities issued under a primary public offering and listed in self-regulated markets,
Pre-Export Financings, and indebtedness with multilateral and bilateral credit institutions and official credit agencies granted
to Argentine residents directly through related agencies) or their renewals or extensions may be made by any means before the Waiting
Period unless the transaction qualifies for an exemption.



53







Upon their transfer into
Argentina and sale for Argentine pesos through the FX Market, the proceeds of foreign financial indebtedness must be placed in
a mandatory, non-interest bearing and non-transferable bank account in U.S. dollars with an Argentine financial entity in an amount
equal to 30% of the aggregate amount of such proceeds so transferred for a term of 365 days (the “Mandatory Deposit”).
The Mandatory Deposit will be applicable to the following transactions, among others: (i) incurrence of foreign indebtedness; (ii)
primary offerings of capital stock or debt securities issued by companies domiciled in Argentina which are not listed on self-regulated
markets, to the extent they do not constitute direct investments (i.e. , less than 10% of capital stock); (iii) non-residents’
portfolio investments made for the purpose of holding Argentine currency and assets and liabilities in the financial and non-financial
private sector, to the extent that such investments are not the result of primary subscriptions of debt securities issued pursuant
to a public offering and listed in self-regulated markets and/or primary subscriptions of capital stock of companies domiciled
in Argentina issued pursuant to a public offering and listed in self-regulated markets; (iv) non-residents’ portfolio investments
made for the purpose of purchasing any right in securities in the secondary market issued by the public sector; (v) non-residents’
portfolio investments made for the purpose of purchasing primary offers of Argentine Central Bank securities issued in primary
offerings; (vi) inflows of funds to the FX Market derived from the sale of foreign portfolio investments of Argentine residents
within the private sector in an amount in excess of $2.0 million per calendar month; and (vii) any inflow of funds to the FX Market
made for the purpose of primary offers of bonds and other securities issued by a trust, whether or not issued pursuant to a public
offering and whether or not they are listed in self-regulated markets, to the extent that the funds to be used for the purchase
of any of the underlying assets would be subject to the non-interest bearing deposit requirement.



The following transactions
are exempted from the Mandatory Deposit, among others: (i) primary or secondary offerings of debt securities or stock issued pursuant
to a public offering and listed on a self-regulated market; (ii) foreign currency-denominated loans granted by a local financial
entity under certain conditions; (iii) indebtedness with multilateral and bilateral credit institutions and official credit agencies;
(iv) the proceeds of foreign financial indebtedness; provided that (a) the proceeds from the exchange settlement, net of taxes
and expenses, are used to purchase foreign currency in order to pay principal on foreign debt, or (b) the loan has a minimum average
life of not less than two years, including payments of principal and interest, and to the extent the proceeds of such loan are
applied to make investments which are then registered among other capitalized cost categories as property and equipment, research/exploration
costs or intangible assets as part of the relevant debtor’s balance sheet or inventory; and (v) foreign trade financings.



Transfer into Argentina
and sale for Argentine pesos through the FX Market of foreign investments of Argentine entities is subject to the Mandatory Deposit
on the amounts exceeding $2.0 million per calendar month.



Colombia



Under Colombian foreign
exchange regulations, payments in foreign currency related to certain foreign exchange transactions must be conducted through the
commercial exchange market, by means of an authorized financial intermediary, and declaring the payment to the Colombian Central
Bank. This mechanism applies to payments in connection with, among others, imports and exports of goods, foreign loans and related
financing costs, investment of foreign capital and the remittances of profits thereon, investment in foreign securities and assets
and endorsements and guarantees in foreign currency. Transactions through the commercial exchange market are made at market rates
freely negotiated with the authorized intermediaries.



In addition, the Colombian
Central Bank may intervene in the foreign exchange market at its own discretion at any time and may, under certain circumstances,
take actions that limit the availability of foreign currency to private sector companies. Notwithstanding the foregoing, the Colombian
Central Bank has never taken such action since the present foreign exchange regime was implemented in 1991.



C. Organizational Structure



On December 10, 2012, we
incorporated our company, Globant S.A., as a société anonyme under the laws of the Grand Duchy of Luxembourg,
as the holding company for our business. Prior to the incorporation in Luxembourg, our company was incorporated in Spain as a sociedad
anónima, which we refer to as “Globant Spain.” As a result of the incorporation of our company in Luxembourg
and certain related share transfers and other transactions, Globant Spain, which we refer to as “Spain Holdco,” became
a wholly-owned subsidiary of our company. See note 1.1 to our audited consolidated financial statements for more information about
the reorganization and related transactions.



The following chart reflects
our organization structure, including our principal shareholders and our principal subsidiaries, as of April 1, 2015. See “Major
Shareholders and Related Party Transactions — Major Shareholders” for more information about our principal
shareholders and note 2.2 to our audited consolidated financial statements for more information about our consolidated subsidiaries.



54











Seasonality



See “Operating and
Financial Review and Prospects — Operating Results — Factors Affecting Our Results of Operations.”



D. Property, Plant and Equipment



See “—Business
Overview.”



Item 4A. Unresolved Staff Comments



Not applicable.



Item 5. Operating and Financial
Review and Prospects



You should read
the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated
financial statements and related notes included elsewhere in this annual report. Our consolidated financial statements have been
prepared in accordance with IFRS. This discussion contains forward-looking statements that involve risks and uncertainties. Our
actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements
as a result of various factors, including those set forth under “Key Information—Risk Factors” and elsewhere
in this annual report.



Overview



We are a new-breed technology
services provider focused on delivering innovative software solutions by leveraging emerging technologies and related market trends.
Over the last several years, a number of new technologies and related market trends, including mobility, cloud computing and software
as a service, gamification, social media, wearables, internet of things and big data have emerged that are revolutionizing the
way end-users interface with information technology and are reshaping the business and competitive landscape for enterprises. As
enterprises adapt their business models to benefit from these changes, they are increasingly seeking solutions that not only meet
the rigorous engineering requirements of emerging technologies, but that also engage the end-user in new and powerful ways.



At Globant, we seek to
deliver the optimal blend of engineering, design, and innovation to harness the potential of emerging technologies for our clients.
Our commitment to this differentiated approach is reflected in three core tenets: organization by technology-specialized Studios;
emphasis on a collaborative and open Culture; and Innovation and creativity in technology and design.



Our Studios embody our
core competencies in cutting-edge technologies and practices, including: Consumer Experience, Gaming, Big Data and High Performance,
Quality Engineering, Enterprise Consumerization, UX and Social, Mobile, Wearables and Internet of Things, After Going Live, Digital
Content, Product Innovation, and Cloud Computing and Infrastructure. We believe that our Studio model, rather than the more typical
industry vertical segmentation, allows us to optimize our expertise in emerging technologies and related market trends for our
clients, regardless of their industry. Each Studio serves multiple industries and individual projects frequently involve multiple
Studios.



55







We provide our services
through a network of 29 delivery centers in Argentina, Uruguay, Colombia, Brazil, Mexico, Peru and the United States, supported
by four client management locations in the United States, and one client management location in each of the United Kingdom, Colombia,
Uruguay, Argentina and Brazil. Our reputation for cutting-edge work for global blue chip clients and our footprint across Latin
America provide us with the ability to attract and retain well-educated and talented professionals in the region. We are culturally
similar to our clients and we function in similar time zones. We believe that these characteristics have helped us build solid
relationships with our clients in the United States and Europe and facilitate a high degree of client collaboration.



During the year ended December
31, 2014, 81.7%, 12.4% and 5.9% of our revenues were generated by clients in North America, Latin America and Europe, respectively.
In 2013, 81.4%, 10.5% and 8.1% of our revenues were generated by clients in North America, Latin America and Europe, respectively.
Our clients include companies such as Google, Electronic Arts, JWT, Orbitz and Walt Disney Parks and Resorts Online, each of which
was among our top ten clients by revenues for at least one Studio in 2014.



Our revenues increased
from $128.8 million for 2012 to $199.6 million for 2014, representing a CAGR of 24.5% over the two-year period. Our revenues for
2014 increased by 26.1% to $199.6 million, from $158.3 million for 2013. Our net income for 2014 was $25.3 million, compared to
$13.8 million for 2013. The $11.5 million increase in net income from 2013 to 2014 was primarily driven by strong revenue growth
and improved operating margins during the year. In 2012, 2013 and 2014, we made several acquisitions to enhance our strategic capabilities,
none of which contributed a material amount to our revenues in the year the acquisition was made. See “Information on the
Company — History and Development of the Company.”



We were founded in 2003
and since our inception, we have benefited from strong organic growth and have built a blue chip client base comprised of leading
global companies. Over that same period, we have expanded our network of delivery centers from one to 29. We have benefited from
the support of our investors Riverwood Capital and FTV Capital, which have provided equity capital to support our strategic expansion
and growth. In January 2012, Endeavor Global, Inc., an organization devoted to selecting, mentoring and accelerating high-impact
entrepreneurs around the world, invested in our company. And, more recently, in December 2012, one of thelargest marketing communications networks in the advertising industry, WPP plc, through its wholly owned subsidiary, WPP,
became a shareholder of our company.



In 2006, we started working
with Google. We were chosen due to our cultural affinity and innovation. While our growth has largely been organic, since 2008
we have made five complementary acquisitions. In 2008, we acquired Accendra, a Buenos Aires-based provider of software development
services, in order to deepen our relationship with Microsoft and broaden our technology expertise to include SharePoint and other
Microsoft technologies. That same year we also acquired Openware, a company specializing in security management based in Rosario,
Argentina. In 2011, we acquired Nextive, which expanded our geographic presence in the United States and enhanced our U.S. engagement
and delivery management team as well as our ability to provide comprehensive solutions in mobile technologies. In October 2012,
we acquired TerraForum, an innovation consulting and software development firm in Brazil. The acquisition of TerraForum will allow
us to expand into one of the largest economies in the world and to broaden our services to our clients, strengthening our position
as a leader in the creation of innovative software products. In October 2013, we acquired a majority stake in the Huddle Group,
a company specializing in the media and entertainment industries, with operations in Argentina, Chile and the United States. In
July 2014, we closed the initial public offering of our common shares. In October 2014, we acquired the remaining 13.75% minority
stake in Huddle Investment, entered into a consulting services agreement with AEP to provide software services in the United States
and other jurisdictions and entered into a stock purchase agreement with AEP Retail to acquire BlueStar Holdings.



In April 2015, we closed
a follow-on secondary offering of our common shares through which certain selling shareholders sold 3,994,390 common shares previously
held by them.



A. Operating Results



Factors Affecting Our Results of Operations



In the last few years,
the technology industry has undergone a significant transformation due to the proliferation and accelerated adoption of several
emerging technologies, including social media, mobility, cloud computing and big data, and related market trends, including enhanced
user experience, personalization technology, gamification, consumerization of IT, wearables, internet of things and open collaboration.
These technologies are empowering end-users and are compelling enterprises to engage and collaborate with end-users in new and
powerful ways. We believe that these changes are resulting in a paradigm shift in the technology services industry and are creating
demand for service providers that possess a deep understanding of these emerging technologies and related market trends.



We believe that the most
significant factors affecting our results of operations include:



| | • | market demand for integrated engineering, design and innovation technology services relating to
emerging technologies and related market trends;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| | • | economic conditions in the industries and countries in which our clients operate and their impact
on our clients’ spending on technology services;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------



| | • | our ability to continue to innovate and remain at the forefront of emerging technologies and related
market trends;
| | - | -------------------------------------------------------------------------------------------------------------------



56









| | • | expansion of our service offerings and success in cross-selling new services to our clients;
| | - | --------------------------------------------------------------------------------------------



| | • | our ability to obtain new clients, increase penetration levels with our existing clients and continue
to add value for our existing clients so as to create long-term relationships;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the availability of, and our ability to attract, retain and efficiently utilize, skilled IT professionals
in Latin America and the United States;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



| | • | operating costs in countries where we operate, particularly in Argentina where most of our employees
are based;
| | - | ---------------------------------------------------------------------------------------------------------------



| | • | capital expenditures related to the opening of new delivery centers and client management locations
and improvement of existing offices;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



| | • | our ability to increase our presence onsite at client locations;
| | - | ----------------------------------------------------------------



| | • | the effect of wage inflation in countries where we operate and the variability in foreign exchange
rates, especially relative changes in exchange rates between the U.S. dollar and the Argentine peso, Uruguayan peso, Mexican peso
and Colombian peso;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the impact on our profit from the gain on transactions with BODEN and BONAR; and
| | - | --------------------------------------------------------------------------------



| | • | our ability to identify, integrate and effectively manage businesses that we may acquire.
| | - | -----------------------------------------------------------------------------------------



Our results of operations
in any given period are directly affected by the following additional company-specific factors:



| | • | Pricing of and margin on our services and revenue mix. For time-and-materials contracts, the hourly
rates we charge for our Globers are a key factor impacting our gross profit margins and profitability. Hourly rates vary by complexity
of the project and the mix of staffing. The margin on our services is impacted by the increase in our costs in providing those
services, which is influenced by wage inflation and other factors. As a client relationship matures and deepens, we seek to maximize
our revenues and profitability by expanding the scope of services offered to that client and winning higher profit margin assignments.
During the three-year period ended December 31, 2014, we increased our revenues attributable to sales of higher profit margin technology
solutions (primarily through our Mobile, Enterprise Consumerization, UX and Social and Gaming Studios). This shift in revenue mix
enabled us to achieve an adjusted gross profit margin percentage of 41.0%, 39.2% and 42.6% for the years ended December 31, 2014,
2013 and 2012, respectively, which are consistent with our targeted adjusted gross profit margin percentage in the medium term.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Our ability to deepen and expand the portfolio of services we offer through our Studios while maintaining
our high standard of quality. The breadth and depth of the services we offer through our Studios impacts our ability to grow revenues
from new and existing clients. Through research and development, targeted hiring and strategic acquisitions, we have invested in
broadening and deepening the domains of expertise of our Studios. Our future growth and success depend significantly on our ability
to maintain the expertise of each of our Studios and to continue to innovate and to anticipate the needs of our clients and rapidly
develop and maintain the expertise of each of our Studios, including relevant domain knowledge and technological capabilities required
to meet those client needs, while maintaining our high standard of quality.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Recruitment, retention and management of IT professionals. Our ability to recruit, retain and manage
our IT professionals will have an effect on our gross profit margin and our results of operations. Our IT professional headcount
was 3,424 as of December 31, 2014, 2,912 at December 31, 2013 and 2,402 at December 31, 2012. We manage employee headcount and
utilization based on ongoing assessments of our project pipeline and requirements for professional capabilities. An unanticipated
termination of a significant project could cause us to experience lower employee utilization resulting from a higher than expected
number of idle IT professionals. Our ability to effectively utilize our employees is typically improved by longer-term client relationships
due to increased predictability of client needs over the course of the relationships.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Evolution of client base. In recent years, as we have expanded significantly in the technology
services industry; we have diversified our client base and reduced client concentration. In addition, consistent with our business
focus on pursuing clients and markets with higher profit margins, we have increased our revenues from North American and, in some
periods, European, clients, while reducing our revenues from Latin American and other clients. Revenues attributable to our top
ten clients increased by 8.4% from 2012 to 2013 and 39.4% from 2013 to 2014. Over the same period, we have increased our revenues
from existing clients by expanding the scope and size of our engagements. The number of clients that each accounted for over $5.0
million of our annual revenues amounted to ten in 2014, five in 2013 and six in 2012, and the number of clients that each accounted
for at least $1.0 million of our annual revenues increased to 46 in 2014 from 41 in 2013 and 32 in 2012.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



57







| | • | Investments in our delivery platform. We have grown our network of delivery centers to 29 at December
31, 2014, located in 19 cities throughout seven countries (Buenos Aires, Tandil, Rosario, Tucumán, Córdoba, Resistencia,
Bahía Blanca, Mendoza, Santa Fe, Mar del Plata and La Plata in Argentina; Montevideo, Uruguay; Bogotá and Medellín
in Colombia; São Paulo, Brazil; Mexico City, Mexico; Lima, Peru; and San Francisco and New York in the United States) as
of the date of this annual report. We also have client management locations in the United States (Austin, Boston, New York and
San Francisco), the United Kingdom (London), Brazil (São Paulo), Uruguay (Montevideo), Colombia (Bogotá) and Argentina
(Buenos Aires) that are close to the main offices of key clients. Our integrated global delivery platform allows us to deliver
our services through a blend of onsite and offsite methods. We have pursued a decentralization strategy in building our network
of delivery centers, recognizing the benefits of expanding into other cities in Argentina and other countries in Latin America,
including the ability to attract and retain highly skilled IT professionals in increasing scale. Our ability to effectively utilize
our robust delivery platform will significantly affect our results of operations in the future.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Seasonality. Our business is seasonal and as a result, our revenues and profitability fluctuate
from quarter to quarter. Our revenues tend to be higher in the third and fourth quarters of each year compared to the first and
second quarters of each year due to seasonal factors. During the first quarter of each year, which includes summer months in the
southern hemisphere, there is a general slowdown in business activities and a reduced number of working days for our IT professionals
based in Argentina, Uruguay, Brazil, Peru and Colombia, which results in fewer hours being billed on client projects and therefore
lower revenues being recognized on those projects. In addition, some of the reduction in the number of working days for our IT
professionals in the first or second quarter of the year is due to the Easter holiday. Depending on whether the Easter holiday
falls in March or April of a given year, the effect on our revenues and profitability due to the Easter holiday can appear either
in the first or second quarter of that year. Finally, we implement annual salary increases in the second quarter of each year.
Our revenues are traditionally higher, and our margins tend to increase, in the third and fourth quarters of each year, when utilization
of our IT professionals is at its highest levels.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Net effect of inflation in Argentina and variability in the U.S. dollar and Argentine peso exchange
rate. Because a substantial portion of our operations is conducted from Argentina, our results of operations are subject to the
net effect of inflation in Argentina and the variability in exchange rate between the U.S. dollar and the Argentine peso. The impact
of inflation on our salary costs, or wage inflation, and thus on our statement of profit or loss and other comprehensive income
varies depending on the fluctuation in exchange rates between the Argentine peso and the U.S. dollar. In an environment where the
Argentine peso is weakening against the U.S. dollar, our functional currency in which a substantial portion of our revenues are
denominated, the impact of wage inflation on our results of operations will decrease, whereas in an environment where the Argentine
peso is strengthening against the U.S. dollar, the impact of wage inflation will increase. During the year ended December 31, 2014,
the Argentine peso experienced a 31.2% devaluation from 6.52 Argentine pesos per U.S. dollar to 8.55 Argentine pesos per U.S. dollar
and INDEC reported an inflation rate of 21.7%. The combination of this devaluation and the inflation rate is not expected to have
a significant impact on our revenues because a substantial portion of our sales are denominated in U.S. dollars. The devaluation,
net of the impact of the inflation rate in the same period, has resulted in an improvement in our operating costs, as our operating
costs are primarily denominated in Argentine pesos. See “Quantitative and Qualitative Disclosures about Market Risk —
Foreign Exchange Risk” and “Quantitative and Qualitative Disclosures about Market Risk — Wage Inflation Risk.”
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our results of operations
are expected to benefit from government policies and regulations designed to foster the software industry in Argentina, primarily
under the Software Promotion Law. For further discussion of the Software Promotion Law, see “Business Overview  — Our
Delivery Model — Government Support and Incentives.”



Certain Income Statement Line Items



Revenues



Revenues are derived primarily
from providing technology services to our clients, which are medium- to large-sized companies based in the United States, Europe
and Latin America. For the year ended December 31, 2014, revenues increased by 26.1% to $199.6 million from $158.3 million for
the year ended December 31, 2013. For the year ended December 31, 2013, revenues increased by 22.9% to $158.3 million from $128.8
million for the year ended December 31, 2012. Between 2012 and 2014, we experienced rapid growth in demand for our services and
significantly expanded our business.



We perform our services
primarily under time-and-material contracts (where materials costs consist of travel and out-of-pocket expenses) and, to a lesser
extent, fixed-price contracts. Revenues from our time-and-material contracts represented approximately 90.0%, 84.7% and 84.4% of
total revenues for the years ended December 31, 2014, 2013 and 2012, respectively. Revenues from our fixed-price contracts represented
approximately 9.3%, 15.2% and 14.7% of total revenues for the years ended December 31, 2014, 2013 and 2012, respectively. The remaining
portion of our revenues in each year was derived from other types of contracts.



We discuss below the breakdown
of our revenues by client location, industry vertical and client concentration. Revenues consist of technology services revenues
net of reimbursable expenses, which primarily include travel and out-of-pocket costs that are billable to clients.



58







Revenues by Client Location



Our revenues are sourced
from three main geographic markets: North America (primarily the United States), Europe (primarily the United Kingdom) and Latin
America. We present our revenues by client location based on the location of the specific client site that we serve, irrespective
of the location of the headquarters of the client or the location of the delivery center where the work is performed. For the year
ended December 31, 2014, we had 296 clients.



The following table sets
forth revenues by client location by amount and as a percentage of our revenues for the years indicated:



|                        |  | Year ended December 31,                |        
|----------------------- |  | -------------------------------------- | -------
|                        |  | 2014                                   |        
|                        |  | (in thousands, except for percentages) |        
|By Geography            |  |                                        |        
|North America           |  | $                                      | 163,097
|Europe                  |  |                                        | 11,704 
|Latin America and other |  |                                        | 24,804 
|Total                   |  | $                                      | 199,605



Revenues by Industry Vertical



We are a provider of technology
services to enterprises in a range of industry verticals including media and entertainment, professional services, technology and
telecommunications, travel and hospitality, banks, financial services and insurance and consumer, retail and manufacturing, among
others. The following table sets forth our revenues by industry vertical by amount and as a percentage of our revenues for the
periods indicated:



|                                        |  | Year ended December 31,                |        
|--------------------------------------- |  | -------------------------------------- | -------
|                                        |  | 2014                                   |        
|                                        |  | (in thousands, except for percentages) |        
|By Industry Vertical                    |  |                                        |        
|Technology & Telecommunications         |  | $                                      | 46,897 
|Media and Entertainment                 |  |                                        | 45,014 
|Professional Services                   |  |                                        | 32,832 
|Banks, Financial Services and Insurance |  |                                        | 25,236 
|Consumer, Retail and Manufacturing      |  |                                        | 25,656 
|Travel and Hospitality                  |  |                                        | 25,545 
|Other Verticals                         |  |                                        | 1,425  
|Total                                   |  | $                                      | 199,605



Revenues by Client Concentration



We have increased our revenues
by expanding the scope and size of our engagements, and we have grown our key client base primarily through our business development
efforts and referrals from our existing clients.



The following table sets
forth revenues contributed by our largest client, top five clients and top ten clients by amount and as a percentage of our revenues
for the years indicated:



|                     |  | Year ended December 31,                |        
|-------------------- |  | -------------------------------------- | -------
|                     |  | 2014                                   |        
|                     |  | (in thousands, except for percentages) |        
|Client Concentration |  |                                        |        
|Top client           |  | $                                      | 17,458 
|Top five clients     |  |                                        | 55,512 
|Top ten clients      |  |                                        | 87,677 
|Top 20 clients       |  |                                        | 121,683



Our top ten customers for
the year ended December 31, 2014 have been working with us for, on average, four years.



59







Our focus on delivering
quality to our clients is reflected in the fact that existing clients from 2013 and 2012 contributed 88.3% and 73.5% of our revenues
in 2014, respectively. Our existing clients from 2012 contributed 88.3% of our revenues in 2013. As evidence of the increase in
scope of engagement within our client base, the number of clients that each accounted for over $5.0 million of our annual revenues
increased (ten in 2014, five in 2013 and six in 2012) and the number of clients that each accounted for at least $1.0 million of
our annual revenues increased to 46 in 2014 from 41 in 2013 and 32 in 2012. The following table shows the distribution of our clients
by revenues for the year presented:



|                       |  | Year ended December 31, |    
|---------------------- |  | ----------------------- | ---
|                       |  | 2014                    |    
|Over $5 Million        |  |                         | 10 
|$1 – $5 Million        |  |                         | 36 
|$0.5 – $1 Million      |  |                         | 23 
|$0.1 – $0.5 Million    |  |                         | 83 
|Less than $0.1 Million |  |                         | 144
|Total Clients          |  |                         | 296



The volume of work we perform
for specific clients is likely to vary from year to year, as we are typically not any client’s exclusive external techonology
services provider, and a major client in one year may not contribute the same amount or percentage of our revenues in any subsequent
year.



Operating Expenses



Cost of Revenues



The principal components
of our cost of revenues are salaries and non-reimbursable travel costs related to the provision of services. Included in salaries
are base salary, incentive-based compensation, employee benefits costs and social security taxes. Salaries of our IT professionals
are allocated to cost of revenues regardless of whether they are actually performing services during a given period. Up to 70%
of the amounts paid by our Argentine subsidiaries for certain social security taxes in respect of base and incentive compensation
of our IT professionals is credited back to those subsidiaries under the Software Promotion Law, reducing the effective cost of
social security taxes from approximately 19.0% to approximately 13.0% of the base and incentive compensation on which those contributions
are calculated. For further discussion of the Software Promotion Law, see “— Income Tax Expense” below and
note 3.7.1.1 to our audited consolidated financial statements for the year ended December 31, 2014.



Also included in cost of
revenues is the portion of depreciation and amortization expense attributable to the portion of our property and equipment and
intangible assets utilized in the delivery of services to our clients.



Our cost of revenues has
increased since 2012 in line with the growth in our revenues and reflects the expansion of our operations in Argentina, Uruguay,
Colombia, Peru, Mexico and the United States primarily due to increases in salary costs, an increase in the number of our IT professionals
and the opening of new delivery centers. On October 18, 2013, with the acquisition of Huddle, we expanded our operations, adding
156 Globers. On October 10, 2014, when we entered into a consulting services agreement with AEP, we added 74 Globers. We expect
that as our revenues grow, our cost of revenues will increase. Our goal is to increase revenue per head and thereby increase our
gross profit margin.



Selling, General and Administrative
Expenses



Selling, general and administrative
expenses represent expenses associated with promoting and selling our services and include such items as salary of our senior management,
administrative personnel and sales and marketing personnel (including commissions in the case of sales and marketing personnel),
occupancy costs, legal and other professional services expenses, Argentine transaction taxes and travel costs. The credit of up
to 70% for certain social security taxes paid by our Argentine subsidiaries that is provided under the Software Promotion Law as
described under “— Cost of Revenues” above also extends to payments of such social security taxes in respect
of salaries of personnel included in our selling, general and administrative expenses, reducing the effective cost of social security
taxes as described above.



Also included in selling,
general, and administrative expenses is the portion of depreciation and amortization expense attributable to the portion of our
property and equipment and intangible assets utilized in our sales and administration functions.



Our selling, general and
administrative expenses have increased primarily as a result of our expanding operations and the build-out of our senior and mid-level
management teams to support our growth and, commencing in 2011, to help us prepare for our initial public offering. We expect our
selling, general and administrative expenses to continue to increase in absolute terms as our business expands. However, as a result
of our management and infrastructure investments, we believe our platform is capable of supporting the expansion of our business
without a proportionate increase in our selling, general and administrative expenses, resulting in gains in operating leverage.



Depreciation and Amortization Expense
(included in “Cost of Revenues” and “Selling, General and Administrative Expenses”)



Depreciation and amortization
expense consists primarily of depreciation of our property and equipment (primarily leasehold improvements, servers and other equipment)
and, to a lesser extent, amortization of our intangible assets, (mainly software licenses). We expect that depreciation and amortization
expense will continue to increase as we open more delivery centers and client management locations.



60







Impairment of Tax Credits, Net of Recoveries



Impairment of tax credits,
net of recoveries represents an allowance for impairment of tax credits for estimated losses resulting from substantial doubt about
the recoverability of our Software Promotion Law tax credits. This allowance is determined by estimating future uses of this credit
against value-added tax positions. During the year ended December 31, 2014, after considering new facts and circumstances that
occurred during the year, including the Specific Resolutions, we recorded a gain of $1.5 million related to a partial reversal
of the allowance for impairment of tax credits generated under the Software Promotion Law.



Gain on Transaction with Bonds



Proceeds Received as Payment for Exports



During the year ended December
31, 2013, we recognized a gain of $29.6 million on transactions with BODEN associated with proceeds received as payment for exports
of a portion of the services performed by our Argentine subsidiaries.



As discussed under “Information
on the Company — Business Overview — Regulatory Overview — Foreign Exchange Controls — Argentina,”
since the end of 2012, the Argentine government has restricted, by means of de facto measures, Argentine persons from obtaining
access to the FX Market for the purpose of purchasing foreign currency to make payments abroad, such as dividends, capital reductions,
and payment for importation of services and goods. The tightening of restrictions on the purchase of foreign currency at the end
of 2012 has contributed to an increase in the sale price in Argentine pesos of securities denominated in currencies other than
the Argentine peso (mainly in U.S. dollars) and, thereby, widened the gap between the quoted price of BODEN in the Argentine markets
(in Argentine pesos) and their quoted price in the U.S. markets (in U.S. dollars) converted for financial reporting purposes at
the official exchange rate prevailing in Argentina.



In light of these developments,
during 2013, our U.S. subsidiaries paid for a portion of the services provided by our Argentine subsidiaries by purchasing U.S.
dollar-denominated BODEN in the U.S. debt markets (in U.S. dollars) and delivering the acquired BODEN to our Argentine subsidiaries
as payment for a portion of services rendered. After being held by our Argentine subsidiaries for between, on average, 10 to 30
days, the BODEN were sold in the Argentine markets for Argentine pesos. Our Argentine subsidiaries sell the BODEN in the Electronic
Open Market (Mercado Abierto Electrónico, or “MAE”), an authorized Argentine market subject to the regulations
of the CNV, through a “sell” instruction to an authorized Argentine broker-dealer. Sale and purchase orders relating
to BODEN placed by broker-dealers are electronically matched through the MAE to other market participants.



When measuring the fair
value of the BODEN held by our Argentine subsidiaries, we have followed the guidance of IFRS 13, which defines fair value as “the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date.” In addition, IFRS 13 states that fair value measurement assumes that the transaction to sell the
asset or transfer the liability either occurs in the principal market for the asset, which is defined as the market with the greatest
volume and level of activity for the asset or, in the absence of a principal market, in the most advantageous market for the asset
or liability. We have identified the Argentine market as the principal market for the BODEN.



We have determined the
fair value of the BODEN from direct observable information based on publicly available quotes in the Argentine market. Under the
fair value hierarchy established in IFRS 13, such direct observable information is classified as Level 1 inputs because there are
available unadjusted quoted prices in active markets for identical assets that we can access at the measurement date.



While BODEN trade in both
the U.S. and Argentine markets, the Argentine market is considered to be the principal market for the BODEN due to the following
factors:



| | • | In Argentina, the BODEN are traded in markets such as the Mercado de Valores de Buenos Aires and
the MAE, each regulated by the CNV. In the United States, BODEN are traded in over-the-counter markets.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In Argentina, the trading prices and volume of BODEN trades are publicly available information,
while in the United States, such information is not publicly available.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because the fair value
of the BODEN in the Argentine markets, converted at the U.S. dollar official exchange rate prevailing in Argentina (which is the
rate used to convert transactions in foreign currencies into our Argentine subsidiaries’ functional currency, which is the
U.S. dollar), during the year ended December 31, 2013 was higher than the quoted U.S. dollar price for the BODEN in the U.S. markets,
we recognized a gain when remeasuring the fair value of the BODEN (expressed in Argentine pesos) into U.S. dollars at the official
exchange rate prevailing in Argentina. After the approximately 23% devaluation of the Argentine peso that occurred in January 2014,
our U.S. subsidiary discontinued its use of BODEN transactions as payment for the exports of services performed by our Argentine
subsidiaries.



61







Proceeds Received from Capital Contributions



During the year ended December
31, 2014, our Argentine subsidiaries, with cash proceeds from capital contributions, acquired U.S. dollar-denominated BODEN and
BONAR in the U.S. debt markets (in U.S. dollars). BONAR are a form of Argentine sovereign bond with characteristics identical to
BODEN. See “— Gain on Transactions with Bonds — Proceeds Received as Payment for Exports”
for more information. The capital contributions during the year ended December 31, 2014 were related to capital expenditures incurred
by our Argentine subsidiaries to establish delivery centers in Bahía Blanca, La Plata, Mar del Plata and Tucumán,
Argentina, open a new recruiting center in Buenos Aires and finance working capital requirements. The BODEN and BONAR trade both
in the U.S. and Argentine markets. We consider the Argentine market to be the principal market for these bonds.



After holding the BODEN
and BONAR for a certain period of time, our Argentine subsidiaries sold the BODEN and BONAR in the Argentine market. Because the
fair value of the BODEN and BONAR in the Argentine markets, converted at the U.S. dollar official exchange rate prevailing in Argentina
(which is the rate used to convert transactions in foreign currencies into our Argentine subsidiaries’ functional currency,
which is the U.S. dollar), during the year ended December 31, 2014 was higher than the quoted U.S. dollar price for the BODEN and
BONAR in the U.S. markets, we recognized a gain when remeasuring the fair value of the BODEN and BONAR (expressed in Argentine
pesos) into U.S. dollars at the official exchange rate prevailing in Argentina.



The rate of exchange between
the Argentine peso and the U.S. dollar may increase or decrease in the future. We cannot predict future fluctuations in the exchange
rate of the Argentine peso against the U.S. dollar. In addition, legislative, judicial or administrative changes or interpretations
may be forthcoming, which could also affect the exchange rate. Accordingly, our gains reported on transactions with BODEN during
the year ended December 31, 2013 and on transactions with BODEN and BONAR during the year ended December 31, 2014 are not necessarily
indicative of the results that may be expected for any future period. If in the future there continues to be a gap between the
quoted price of BODEN and BONAR in the Argentine markets (in Argentine pesos) and their quoted price in U.S. markets (in U.S. dollars)
as converted at the official exchange rate prevailing in Argentina, our Argentine subsidiaries may acquire, with cash proceeds
from capital contributions, U.S. dollar-denominated BODEN and BONAR in the U.S. debt markets (in U.S. dollars).



Finance Income



Finance income consists
of foreign exchange gain on monetary assets, liabilities denominated in currencies other than the U.S. dollar and interest gains
on time deposits, short-term securities issued by the Argentine Central Bank (Letras del Banco Central) and mutual funds.



Finance Expense



Finance expense consists
of interest expense on borrowings under our U.S. subsidiary’s working capital facility and our Argentine subsidiaries’
export lines of credit, plus foreign exchange losses on monetary assets and liabilities denominated in currencies other than the
U.S. dollar. Finance expense has increased since 2012 as we have incurred additional debt to finance capital expenditures related
to the build-out and equipping of new delivery centers, improvements in existing offices where we operate, and increasing working
capital needs related to the growth of our business. The increase in finance expense over that period was also attributable to
the variability in exchange rates between the U.S. dollar and other currencies in which we conduct our operations, which has an
impact on our monetary assets and liabilities denominated in currencies other than U.S. dollars.



Income Tax Expense



As a global company, we
are required to provide for corporate income taxes in each of the jurisdictions in which we operate. We have secured special tax
benefits in Argentina and Uruguay as described below. As a result, our income tax expense is low in comparison to profit before
income tax expense due to the benefit related to profit before income tax expense earned in those lower tax jurisdictions. Changes
in the geographic mix, income tax regulations or estimated level of annual pre-tax income can also affect our overall effective
income tax rate. As our operations outside of Argentina and Uruguay grow, it is likely that our effective tax rate will increase.



Under the Software Promotion
Law, Argentine companies that are engaged in the design, development and production of software benefit from a 60% reduction in
the corporate income tax rate and a tax credit of up to 70% of amounts paid for certain social security taxes that can be applied
to offset certain national tax liabilities. When originally enacted in 2004, the Software Promotion Law only permitted this tax
credit to be offset against liability for value-added taxes. In 2011, the Software Promotion Law was amended to permit the tax
credit to be offset as well against corporate income tax liabilities up to a percentage not higher than the taxpayer’s declared
percentage of exports (subject to the issuance of implementing regulations), and to extend the reduction in corporate income tax
rate and the tax credit regime through 2019. On September 16, 2013, the Argentine Government published Regulatory Decree No. 1315/2013,
which governs the implementation of the Software Promotion Law. Regulatory Decree No. 1315/2013 introduced specific requirements
to qualify for the tax benefits contemplated by the Software Promotion Law. In particular, Regulatory Decree No. 1315/2013 provides
that from September 17, 2014 through December 31, 2019 only those companies that are accepted for registration in the National
Registry of Software Producers maintained by the Secretary of Industry will be entitled to participate in the benefits of the Software
Promotion Law. On June 25, 2014, our Argentine subsidiaries Huddle Group S.A., IAFH Global S.A. and Sistemas Globales S.A. applied
for registration in the National Registry of Software Producers. As of the date of this annual report, all three subsidiaries have
been accepted for registration in the National Registry of Software Producers effective retroactively from September 18, 2014.



62







Regulatory Decree No. 1315/2013
states that the 60% reduction in corporate income tax provided under the Software Promotion Law shall only become effective as
of the beginning of the fiscal year after the date on which an applicant is accepted for registration in the National Registry
of Software Producers. It is unclear under current Argentine tax rules whether applicants that were registered under the Software
Promotion Law as originally enacted in 2004 would be permitted to apply, for the period from January 1, 2014 through September
17, 2014, the lower corporate income tax rate to which they are entitled under the Software Promotion Law as originally enacted
in 2004. For the year ended December 31, 2014, our Argentine operating subsidiaries have recognized a 60%
reduction in their corporate income tax rate consistent with the ruling issued on March 26, 2015 approving the registration of
Sistemas Globales S.A. retroactively from September 18, 2014 and the ruling issued on April 17, 2015 approving the registration
of Huddle Group S.A. and IAFH Global S.A. retroactively from September 18, 2014. See “Risk Factors — Risks Related
to Our Business and Industry — If the current effective income tax rate payable by us in any country in which we operate
is increased or if we lose any country-specific tax benefits, then our financial condition and results of operations may be adversely
affected”



As of December 31, 2013,
the amount of tax credits under the Software Promotion Law, which is recorded on our consolidated balance sheet within other receivables,
totalled $10.8 million. Based on our interpretation of Regulatory Decree No. 1315/2013, we believe that there is a substantial
doubt as to the recoverability of the tax credit generated by our Argentine subsidiaries through December 31, 2013 under the Software
Promotion Law as originally enacted in 2004. Accordingly, on December 31, 2013 we recorded a valuation allowance of $9.6 million
to reduce the carrying value of such tax credit to its estimated net realizable value. During the year ended December 31, 2014,
after considering new facts and circumstances that occurred during the year, including the Specific Resolutions, we recorded a
gain of $1.5 million related to a partial reversal of the allowance for impairment of tax credits generated under the Software
Promotion Law.



The operations of the Argentine
subsidiaries are our most significant source of profit before income tax.



Our subsidiary in Uruguay,
which is domiciled in a tax-free zone, benefits from a 0% income tax rate and an exemption from value-added tax.



Our subsidiary in Colombia
is subject to national corporate income tax at the rate of 25%. Additionally, on January 1, 2013, a new tax called Contribución
Empresarial para la Equidad (“CREE”) was created, with similar characteristics to income tax. The CREE is levied
on fiscal income at the rate of 9%. Both the national corporate income tax and the CREE are due on an annual basis. Our subsidiary
in the United States is subject to federal income tax at the rate of 34%. Our subsidiary in the United Kingdom was subject to corporate
income tax at the rate of 21%. Our subsidiary in Mexico is subject to national corporate income tax at a rate of 30%. Our subsidiary
in Peru is subject to a national corporate income tax at a rate of 30%. Our subsidiaries in Chile are subject to corporate income
tax at a rate of 21%. Our subsidiary in Brazil is subject to corporate income tax at a rate of 24% plus 10% if its net income before
income tax is greater than 120,000 Brazilian reais.



Results of Operations



The following table sets
forth a summary of our consolidated results of operations by amount and as a percentage of our revenues for the periods indicated.
This information should be read together with our audited consolidated financial statements and related notes included elsewhere
in this annual report. The operating results in any period are not necessarily indicative of the results that may be expected for
any future period.



|                                                     |  | Year
    ended December 31,                |         
|---------------------------------------------------- |  | ------------------------------------------ | --------
|                                                     |  | 2014                                       |         
|                                                     |  | (in thousands, except for
    percentages) |         
|Revenues                                             |  | $                                          | 199,605 
|Cost of revenues (1)                                 |  |                                            | (121,693
|Gross
    profit                                     |  |                                            | 77,912  
|Selling, general and administrative
    expenses (2) |  |                                            | (57,288 
|Impairment of tax credits,
    net of recoveries     |  |                                            | 1,505   
|Profit
    (Loss) from operations                    |  |                                            | 22,129  
|Gain on transaction with
    bonds (3)               |  |                                            | 12,629  
|Finance income                                       |  |                                            | 10,269  
|Finance expense                                      |  |                                            | (11,213 
|Finance
    expense, net (4)                         |  |                                            | (944    
|Other income and expenses,
    net (5)               |  |                                            | 380     
|Profit
    (Loss) before income tax                  |  |                                            | 34,194  
|Income tax (6)                                       |  |                                            | (8,931  
|Net
    Income (Loss) for the year                   |  | $                                          | 25,263  



63







| | (1) | Includes depreciation and amortization expense of $3,813, $3,215 and $1,964 for the years ended December 31, 2014, 2013 and
2012, respectively. Also includes transactions with related parties for an amount of $2,901 for the year ended December 31, 2012.
Finally, it includes share based compensation for $35, $190 and $4,644 for the years ended December 31, 2014, 2013 and 2012, respectively.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Includes depreciation and amortization expense of $4,221, $3,941 and $2,806 for the years ended December 31, 2014, 2013 and
2012, respectively. Also includes transactions with related parties for an amount of $1,381 for the year ended December 31, 2012.
Finally, it includes share based compensation for $582, $603 and $7,065 for the years ended December 31, 2014, 2013 and 2012, respectively.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Includes gain on transactions with bonds of $12,629 and $29,577 from capitalizations and proceeds received by our Argentine
subsidiaries as payments from exports for the year ended December 31, 2014 and 2013, respectively.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Includes foreign exchange loss of $2,946, $4,238 and $1,098 in 2014, 2013 and 2012, respectively.
| | --- | -------------------------------------------------------------------------------------------------

| | (5) | Includes the gain related to the bargain business combination of Bluestar Peru of $472 for the year ended December 31, 2014.
See note 23 to our audited consolidated financial statements. Includes a gain of $1,703 on remeasurement of the contingent consideration
related to the acquisition of TerraForum for the year ended December 31, 2013. See note 27.10.1 to our audited consolidated financial
statements.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Includes deferred tax charge of $370 for the year ended December 31, 2014 and a gain of $529 and $2,479 for the years ended
December 31, 2013 and 2012, respectively.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



2014 Compared to 2013



Revenues



Revenues were $199.6 million
for 2014, representing an increase of $41.3 million, or 26.1%, from $158.3 million for 2013.



Revenues from North America
increased by $34.3 million, or 26.6%, to $163.1 million for 2014 from $128.8 million for 2013. Revenues from Latin America and
other countries increased by $8.2 million, or 49.4%, to $24.8 million for 2014 from $16.6 million for 2013. Revenues from Europe
decreased by $1.2 million, or 9.3%, to $11.7 million for 2014 from $12.9 million for 2013.



Revenues from technology
and telecommunications clients increased by $4.9 million, or 11.7%, to $46.9 million for 2014 from $42.0 million for 2013. The
increase in revenues from clients in this industry vertical was primarily attributable to gaming, consumer experience services
and the cross-selling capabilities of our Studios. Revenues from media and entertainment clients increased by $15.6 million, or
53.1%, to $45.0 million for 2014 from $29.4 million for 2013. The increase in revenues from clients in this industry vertical was
primarily attributable to a higher demand for our gaming solutions, mobile applications, and consumer experience practices. Revenues
from professional services clients increased by $0.6 million, or 1.9%, to $32.8 million for 2014 from $32.2 million for 2013. The
increase in revenues from clients in this industry vertical was primarily attributable to growth in demand for services related
to enterprise consumerization, digital content and consumer experience solutions. Revenues from consumer, retail and manufacturing
clients increased by $4.4 million, or 20.7%, to $25.7 million for 2014 from $21.3 million for 2013. The increase in revenues from
clients in this industry vertical was primarily attributable to growth in demand for services related to mobile applications, testing
services, user experience and social practices, supported by the cross-selling capabilities of our Studios. Revenues from banks,
financial services and insurance clients increased by $4.5 million, or 21.7%, to $25.2 million for 2014 from $20.7 million for
2013. The increase in revenues from clients in this industry vertical was primarily attributable to growth in demand for services
related to high performance, analytics, cloud and mobile. Revenues from travel and hospitality clients increased by $11.9 million,
or 112.3%, to $22.5 million for 2014 from $10.6 million for 2013. This increase is primarily attributable to large increase in
demand for consumer experience and automated testing services. Revenues from clients in other verticals decreased by $0.6 million,
or 28.6%, to $1.5 million for 2014 from $2.1 million for 2013.



Revenues from our top ten
clients in 2014 increased by $24.8 million, or 39.4%, to $87.7 million from revenues of $62.9 million in 2013, reflecting our ability
to increase the scope of our engagement with our main customers. Revenues from our largest client for 2014, Walt Disney Parks and
Resorts Online, increased by $7.3 million, or 71.6%, to $17.5 million for 2014 from $10.2 million for 2013.



Cost of Revenues



Cost of revenues was $121.7
million for 2014, representing an increase of $22.1 million, or 22.2%, from $99.6 million for 2013. The increase was primarily
attributable to the net addition of 512 IT professionals since December 31, 2013, an increase of 17.6%, to satisfy growing demand
for our services, which translated into an increase in salaries and travel expenses. Cost of revenues as a percentage of revenues
decreased to 61.0% for 2014 from 62.9% for 2013. The decrease was primarily attributable to the devaluation of the Argentine peso
in January 2014, decreasing our average cost per employee during the year ended December 31, 2014.



64







Salaries, employee benefits,
social security taxes and share based compensation, the main component of cost of revenues, increased by $16.8 million, or 18.5%
to $107.5 million for 2014 from $90.7 million for 2013. Salaries, employee benefits and social security taxes include a $0.04 million
share-based compensation expense in 2014 and $0.2 million share-based compensation expense in 2013.



Depreciation and amortization
expense included in the cost of revenues increased by $0.6 million, or 18.8%, to $3.8 million for 2014 from $3.2 million for 2013.
The increase was primarily attributable to an increase in software licenses acquired in 2014 related to the delivery of our services.



Travel and housing increased
by $3.7 million, or 84.1%, to $8.1 million for 2014 from $4.4 million for 2013. The increase was primarily attributable to the
increased headcount in IT professionals described above, an increase in the number of projects requiring onsite presence and lower
reimbursements from our customers.



Selling, General and Administrative
Expenses



Selling, general and administrative
expense was $57.3 million for 2014, representing an increase of $2.5 million from $54.8 million for 2013. The increase was primarily
attributable to a $1.1 million increase in salaries, employee benefits and social security taxes related to the addition of a number
of senior sales executives both in our main market, the United States; a $0.3 million increase in depreciation and amortization
expense; a $1.2 million increase in office and rental expenses as a result of new delivery centers in Mexico, Peru, Colombia and
a new sales office in New York, United States. The increases in office expenses, rental expenses and depreciation and amortization
expense were related to the opening of the new delivery centers. In addition, there was a $0.4 million increase in professional
fees including audit and other professional services. Allowances for doubtful accounts decreased by $0.8 million. Selling, general
and administrative expenses as a percentage of revenues decreased to 28.7% for 2014 from 34.6% for 2013. Share-based compensation
expense within selling, general and administrative expenses accounted for $0.6 million, or 0.3%, as a percentage of revenues for
2014, and $0.6 million, or 0.4%, as a percentage of revenues for 2013.



Impairment of Tax Credits, Net of Recoveries



Impairment of tax credits,
net of recoveries, decreased by $11.1 million to a gain of $1.5 million for 2014 compared to a loss of $9.6 million for 2013. This
decrease is attributable to the recovery of a portion of the valuation allowance of $9.6 million recorded as of December 31, 2013.



Gain on Transaction with Bonds



Gain on transaction with
bonds decreased by $17.0 million to $12.6 million for 2014 compared to $29.6 million for 2013. This decrease is explained by two
factors: (i) a decrease in the amount of money transacted in bonds and (ii) a decrease in the spread between the implied exchange
rate when comparing U.S. dollar-denominated bonds purchased in the U.S. debt markets (in U.S. dollars) and the fair value of those
same bonds in the Argentine debt markets (in Argentine pesos).



Gain on transaction with
bonds — proceeds received as payment for exports was nil for 2014 compared to $29.6 million for 2013. This decrease
was attributed to our decision to discontinue the use of U.S. dollar-denominated BODEN as payment from our U.S. subsidiaries for
services provided by our Argentine subsidiaries. Gain on transaction with bonds — proceeds received from capital
contributions amounted to $12.6 million for 2014 compared to nil for 2013. This increase is attributable to the capital contributions
made to our Argentine subsidiaries in order to allow them to make capital expenditures to establish delivery centers in Argentina
and to finance working capital needs.



Finance Income



Finance income for 2014
was $10.3 million compared to $4.4 million for 2013, resulting primarily from foreign exchange gains of $6.4 million, investment
gains of $3.8 million and other interest income for $0.1 million.



Finance Expense



Finance expense increased
to $11.2 million for 2014 from $10.0 million for 2013, primarily reflecting a foreign exchange loss of $9.3 million mainly related
to the impact of the weakening of the Argentine peso against the U.S. dollar on our Argentine peso-denominated monetary assets,
and interest expense of $1.5 million. Other financial expenses totalled $0.4 million.



Other Income and Expenses, Net



Other income and expenses,
net decreased to a gain of $0.4 million for 2014 from a gain of $1.5 million for 2013. Our 2014 gain was primarily attributable
to the bargain business combination of BlueStar Peru. Our 2013 gain was primarily attributable to a $1.7 million gain from the
remeasurement of a contingent liability.



Income Tax



Income tax expense amounted
to $8.9 million for 2014, an increase of $2.9 million from a $6.0 million income tax gain for 2013. The increase in income tax
expense was attributable to higher profit before income tax in the subsidiaries where we operate. Our effective tax rate (calculated
as income tax gain or expense divided by the profit before income tax) decreased to 26.1% for 2014 from 30.4% for 2013.



65







Net Income for the Year



As a result of the foregoing,
we had a net income of $25.3 million for 2014, compared to $13.8 million for 2013.



2013 Compared to 2012



Revenues



Revenues were $158.3 million
for 2013, representing an increase of $29.5 million, or 22.9%, from $128.8 million for 2012.



Revenues from North America
increased by $22.9 million, or 21.6%, to $128.8 million for 2013 from $105.9 million for 2012. Revenues from Europe increased by
$1.5 million, or 13.2%, to $12.9 million for 2013 from $11.4 million for 2012. Revenues from Latin America and other countries
increased by $5.1 million, or 44.3%, to $16.6 million for 2013 from $11.5 million for 2012.



Revenues from technology
and telecommunications clients increased by $4.5 million, or 12.0%, to $42.0 million for 2013 from $37.5 million for 2012. The
increase in revenues from clients in this industry vertical was primarily attributable to quality engineering services. Revenues
from professional services clients increased by $6.2 million, or 23.8%, to $32.2 million for 2013 from $26.0 million for 2012.
The increase in revenues from clients in this industry vertical was primarily attributable to growth in demand for services related
to enterprise consumerization, big data and high performance solutions and the cross-selling capabilities of our Studios. Revenues
from media and entertainment clients increased by $0.7 million, or 2.4%, to $29.4 million for 2013 from $28.7 million for 2012.
The increase in revenues from clients in this industry vertical was primarily attributable to a higher demand for our gaming solutions,
mobile applications, and consumer experience, user experience and social practices. Revenues from banks, financial services and
insurance clients increased by $6.3 million, or 43.8%, to $20.7 million for 2013 from $14.4 million for 2012. The increase in revenues
from clients in this industry vertical was primarily attributable to growth in demand for services related to user experience and
social, and quality engineering. Revenues from consumer, retail and manufacturing clients increased by $11.1 million, or 108.8%,
to $21.3 million for 2013 from $10.2 million for 2012. The increase in revenues from clients in this industry vertical was primarily
attributable to growth in demand for services related to testing services, mobile applications, and user experience and social
practices, supported by the cross-selling capabilities of our Studios. Revenues from travel and hospitality clients decreased by
$0.3 million, or 2.8%, to $10.6 million for 2013 from $10.9 million for 2012. This decrease is primarily attributable to reduction
in demand for consumer experience and automated testing services. Revenues from clients in other verticals increased by $1.0 million,
or 90.9%, to $2.1 million for 2013 from $1.1 million for 2012.



Revenues from our top ten
clients in 2013 increased by $4.9 million, or 8.4%, to $62.9 million from revenues of $58.0 million in 2012, reflecting our ability
to increase the scope of our engagement with our main customers. Revenues from our largest client for 2013, Walt Disney Parks and
Resorts Online, decreased by $1.8 million, or 15.0%, to $10.2 million for 2013 from $12.0 million for 2012.



Cost of Revenues



Cost of revenues was $99.6
million for 2013, representing an increase of $19.0 million, or 23.6%, from $80.6 million for 2012. The increase was primarily
attributable to the net addition of 510 IT professionals since December 31, 2012, an increase of 21.2%, to satisfy growing demand
for our services, and partially offset by a $4.4 million reduction in share-based compensation expense associated with our stock
option plan. The decrease in share-based compensation expense is due to our decision to replace our existing SAR program in 2012
with a stock option program, which resulted in a higher share-based compensation expense during 2012. Cost of revenues as a percentage
of revenues increased to 62.9% for 2013 from 62.6% for 2012. Share-based compensation expense accounted for 0.1% of revenues in
2013 as compared to 3.6% in 2012.



Salaries, employee benefits,
social security taxes and share-based compensation expense, the main component of cost of revenues, increased by $15.3 million,
or 20.3% to $90.7 million for 2013 from $75.4 million for 2012. Salaries, employee benefits and social security taxes include a
$0.2 million share-based compensation expense in 2013 and $4.6 million share-based compensation expense in 2012.



Depreciation and amortization
expense included in the cost of revenues increased by $1.2 million, or 60.0%, to $3.2 million for 2013 from $2.0 million for 2012.
The increase was primarily attributable to an increase in software licenses acquired in 2013 related to the delivery of our services.



Travel and housing increased
by $2.5 million, or 131.6%, to $4.4 million for 2013 from $1.9 million for 2012. The increase was primarily attributable to the
increased headcount in IT professionals described above, an increase in the number of projects and lower reimbursements from our
customers.



66







Selling, General and Administrative
Expenses



Selling, general and administrative
expense was $54.8 million for 2013, representing an increase of $7.1 million from $47.7 million for 2012. The increase was primarily
attributable to a $4.3 million increase in salaries, employee benefits and social security taxes related to the addition of a number
of senior executives both in our headquarters in Argentina and in our main market, the United States; a $1.1 million increase in
depreciation and amortization expense; a $6.5 million decrease in share-based compensation expense associated with our share-based
compensation plan; and a $1.6 million increase in office and rental expenses as a result of the full year impact of the opening
of two delivery centers in Buenos Aires, one in Mar del Plata and one in Tucumán Argentina, one in San Francisco, United
States and one in Montevideo, Uruguay. The increases in office expenses, rental expenses and depreciation and amortization expense
were related to the opening of new facilities in Argentina, Uruguay and the United States, as well as overhead costs related to
the opening of new offices to support our growth. The decrease in share-based compensation expense is due to our decision to replace
our existing SAR program in 2012 with a stock option program, which resulted in a higher share-based compensation expense during
2012. In addition, there was a $2.4 million increase in professional fees including audit and other professional services. Selling,
general and administrative expenses as a percentage of revenues decreased to 34.6% for 2013 from 37.0% for 2012. Share-based compensation
expense within selling, general and administrative expenses accounted for $0.6 million, or 0.4%, as a percentage of revenues for
2013, and $7.1 million, or 5.5%, as a percentage of revenues for 2012.



Impairment of Tax Credits, Net of Recoveries



Impairment of tax credits,
net of recoveries increased to $9.6 million for 2013 compared to nil for 2012. This increase is attributable to the recording of
a valuation allowance of $9.6 million at December 31, 2013 to reduce the carrying value of the tax credits generated under the
Software Promotion Law to their estimated net realizable value, as a result of a substantial doubt as to the recoverability of
a portion of the tax credits.



Gain on Transaction with Bonds



Gain on transaction with
bonds — proceeds received as payment for exports was $29.6 million for 2013 compared to nil for 2012. Since January
2013, our U.S. subsidiary has paid for a portion of the services provided by our Argentine subsidiaries by the delivery of U.S.
dollar-denominated BODEN purchased in the U.S. debt markets (in U.S. dollars). The BODEN are then delivered to our Argentine subsidiaries
as payment for services rendered and, after being held by our Argentine subsidiaries for between 10 and 30 days (on average), are
sold in the Argentine debt markets for Argentine pesos. Because the fair value of the BODEN in the Argentine debt markets (in Argentine
pesos) during 2013 was higher than the quoted U.S. dollar price for the BODEN in the U.S. debt markets (in U.S. dollars) converted
at the official exchange rate prevailing in Argentina (which is the rate used to convert transactions in foreign currency into
our Argentine subsidiaries’ functional currency), we recognized a gain when remeasuring the fair value (expressed in Argentine
pesos) of the BODEN into U.S. dollars at the official exchange rate prevailing in Argentina.



Finance Income



Finance income for 2013
was $4.4 million compared to $0.4 million for 2012, resulting primarily from foreign exchange gains and interest on mutual funds.



Finance Expense



Finance expense increased
to $10.0 million for 2013 from $2.7 million for 2012, primarily reflecting a foreign exchange loss of $7.8 million mainly related
to the impact of the weakening of the Argentine peso against the U.S. dollar on our Argentine peso-denominated tax credits, and
interest expense of $1.8 million. Other financial expenses totalled $0.4 million.



Other Income and Expenses, Net



Other income and expenses,
net increased to a gain of $1.5 million for 2013 from a gain of $0.3 million for 2012. This increase is primarily attributable
to a $1.7 million gain from the remeasurement of a contingent liability related to the acquisition of Terraforum.



Income Tax



Income tax expense amounted
to $6.0 million for 2013, an increase of $6.2 million from a $0.2 million income tax gain for 2012. The increase in income tax
expense was attributable to higher profit before income tax, principally due to the gain on transactions with BODEN and lower share-based
compensation expense in 2013. Our effective tax rate (calculated as income tax gain or expense divided by the loss or profit before
income tax) for 2013 amounted to 30.4%.



Net Income for the Year



As a result of the foregoing,
we had a net income of $13.8 million for 2013, compared to a loss of $1.3 million for 2012. As described above, the results for
2012 included a share-based compensation expense of $11.7 million and a deferred tax gain resulting from such share-based compensation
expense of $2.4 million. Excluding these two items, our net income for 2012 would have been $8.0 million.



67







B. Liquidity and Capital Resources



Liquidity and Capital Resources



Capital Resources



Our primary sources of
liquidity are cash flows from operating activities and borrowings under our credit facilities. Historically, we have also raised
capital through several rounds of equity financing ($3.0 million in 2007, $4.6 million in 2008, $5.8 million in 2011 and $2.0 million
in 2012, net of expenses). In July 2014, we raised $40.5 million in our initial public offering, net of underwriting fees and expenses.
For the year 2014, we derived 87.6% of our revenues from clients in North America and Europe pursuant to contracts that are entered
into by our subsidiaries located in the United States and the United Kingdom. Under those contracts, the clients pay the U.S. and
United Kingdom subsidiaries (depending on where the client is located) directly. In most instances, the U.S. and United Kingdom
subsidiaries in turn contract with our subsidiaries in Argentina, Colombia, Uruguay, Peru and Mexico to perform the services to
be delivered to our clients and compensate those subsidiaries for their services in accordance with transfer pricing arrangements
in effect from time to time. Under these arrangements, earnings and cash flows from operations are generated not just in Argentina
but also in the other jurisdictions in which we conduct operations. As a result, our non-Argentine subsidiaries do not depend on
the transfer of cash from our Argentine subsidiaries to meet their working capital requirements or other cash obligations.



Our primary cash needs
are for capital expenditures (consisting of additions to property and equipment and to intangible assets) and working capital.
From time to time we also require cash to fund acquisitions of businesses.



We incur capital expenditures
to open new delivery centers, for improvements to existing delivery centers, for infrastructure-related investments and to acquire
software licenses.



The following table sets
forth our historical capital expenditures for the years ended December 31, 2014, 2013 and 2012:



|                     |  | Year ended December 31, |       
|-------------------- |  | ----------------------- | ------
|                     |  | 2014(***)               |       
|                     |  | (in thousands)          |       
|Capital expenditures |  | $                       | 11,985



| | * | Excludes impact of TerraForum and Globers acquisitions.
| | - | -------------------------------------------------------

| | ** | Excludes impact of Huddle acquisition.
| | -- | --------------------------------------

| | *** | Excludes impact of Bluestar Peru acquisition.
| | --- | ---------------------------------------------



During the year ended December
31, 2014, we invested $12.0 million in capital expenditures, primarily on the final payments related to the acquistions of delivery
centers in Bahia Blanca, La Plata, Mar del Plata and Tucumán. We also invested in setting up new delivery centers in Mexico
City in Mexico, Mar del Plata in Argentina, Bogatá in Colombia and a client management location in New York in the United
States.



During 2013, we invested
$10.7 million on capital expenditures, primarily on the opening of three delivery centers in Argentina, in Bahia Blanca, La Plata
and Tucumán, and the expansion of our existing delivery center in Uruguay and on the opening of new delivery centers in
Argentina. Capital expenditures vary depending on the timing of new delivery center openings and improvements of existing delivery
centers and, primarily with respect to the acquisition of software licenses, on the specific requirements of client projects.



During 2012, we invested
$7.6 million on capital expenditures, primarily on the opening of new delivery centers in Buenos Aires, Córdoba, and Tucumán
in Argentina and San Francisco, California and the expansion of our existing delivery center in Montevideo, Uruguay. Capital expenditures
vary depending on the timing of new delivery center openings and improvements of existing delivery centers and, primarily with
respect to acquisition of software licenses, on the specific requirements of client projects.



On October 11, 2013, we
entered into several definitive agreements relating to our acquisition of the Huddle Group. On October 23, 2014, we completed the
acquisition of Huddle Investment.



On October 10, 2014, we
entered into a consulting services agreement with AEP to provide software services in the United States and other jurisdictions
for the following three years. On that same date, we also entered into a stock purchase agreement with AEP Retail to purchase 100%
of the capital stock of BlueStar Holdings, whose only material asset is 100% of the capital stock of BlueStar Peru. BlueStar Peru
is engaged in the business of providing information technology support services to the retail electric industry. The aggregate
purchase price under the stock purchase agreement amounts to $1.4 million, equal to the net working capital of BlueStar Holdings
as of the acquisition date.



With a team of 156 employees
at the time of the acquisition, the Huddle Group focuses on offering innovative and agile software solutions for leading companies
primarily in the media and entertainment industries. The Huddle Group specializes in providing services such as application development,
testing, infrastructure management, application maintenance and outsourcing, among others. This acquisition advances our strategy
of becoming a global leader in the creation of innovative software products by focusing on new technologies and trends such as
gaming, mobile, cloud computing, social media, wearables, internet of things and big data.



68







On October 26, 2012, we
acquired TerraForum, an innovation consulting and software development firm in Brazil, for an aggregate purchase price of up to
approximately $4.4 million, $2.6 million of which is payable on a deferred basis and subject to reduction upon the occurrence of
certain events relating, among other things, to the acquired company’s gross revenue and gross profit for the year ended
December 31, 2012. We were not required to pay $1.7 million of the contingent consideration due to the fact that certain financial
targets, including gross revenue and gross profit for the year ended December 31, 2012, were not achieved. Individual shareholders
of TerraForum may elect to receive up to approximately $0.3 million of the deferred payment amount in our common shares, valued
at $0.90 per common share, subject to our right to revoke this option and effect the payment in cash. The U.S. dollar amounts in
this paragraph other than the per share amount were translated from Brazilian reals into U.S. dollars using the selling
rate as reported by the Brazilian Central Bank as of October 26, 2012 of approximately R$2.03 to U.S.$1.00. The acquisition of
TerraForum will allow us to expand into one of the largest economies in the world and broaden the services provided to our current
client portfolio, strengthening our position as a leader in the creation of innovative software products.



Our primary working capital
requirements are to finance our payroll-related liabilities during the period from delivery of our services through invoicing and
collection of trade receivables from clients.



We will continue to invest
in our subsidiaries. In the event of any repatriation of funds or declaration of dividends from our subsidiaries, there is no tax
effect to us because dividends from foreign subsidiaries are exempt from taxes.



In July 2011, we completed
the acquisition of 100% of the share capital of Nextive for total consideration of $5.8 million, net of expenses, of which $1.4
million was paid in cash at closing. The remaining $4.4 million is payable in three equal installments in 2012, 2013 and 2014,
plus interest at the rate of 8% on the outstanding amount. The 2012 and 2013 installments were paid.



As of December 31, 2014,
we had cash and cash equivalents and investments of $62.2 million, primarily held in Argentine peso and U.S. dollar-denominated
accounts in the Argentina and the United States. Our U.S. subsidiary had a $15.0 million secured working capital facility with
Bridge Bank (none of which was drawn as of December 31, 2014) and our principal Argentine subsidiary had a number of short-term
unsecured credit lines with various banks in Argentina (under which a total of $0.9 million was outstanding as of December 31,
2014).



On May 6, 2013, our U.S.
subsidiary renewed its working capital facility with Bridge Bank on substantially the same terms as the subsidiary’s previous
working capital facility. Under our U.S. subsidiary’s working capital facility, its borrowing capacity is equal to the lesser
of (i) $15.0 million and (ii) 80% of its eligible trade receivables. Advances under the working capital facility accrue interest
at Bridge Bank’s prime rate (currently 3.25%) plus an applicable margin of 0.25%. This working capital facility is guaranteed
by Globant and is secured by the borrower’s trade receivables. This facility matures on May 6, 2015 and includes certain
financial covenants. The financial covenants include the requirements that our U.S. subsidiary maintain (i) an asset coverage ratio;
(ii) a minimum tangible net worth; and (iii) a maximum leverage ratio. The working capital facility includes customary negative
and affirmative covenants. The negative covenants include, among others, limitations on: subordinated indebtedness; payment of
dividends; liens; disposition of assets; consolidations and mergers; investments; and transactions with affiliates. The affirmative
covenants include, among others, the requirement to provide audited annual and unaudited monthly financial statements, quarterly
and annual compliance certificates, and other financial and operating information. As of December 31, 2014, and as of the date
of annual report, our U.S. subsidiary was in compliance with all covenants contained in this working capital facility.



Our principal Argentine
subsidiary’s lines of credit are denominated in Argentine pesos and bear interest at fixed rates ranging from 7.0% to 15.25%
and have maturity dates ranging from January 2015 to December 2017.



Cash Flows



The following table summarizes
our cash flows from operating, investing and financing activities for the periods indicated:



|                                                             |  | Year ended December 31, |        
|------------------------------------------------------------ |  | ----------------------- | -------
|                                                             |  | 2014                    |        
|                                                             |  | (in thousands)          |        
|Net cash provided by (used in) operating activities          |  |                         | 14,296 
|Net cash (used in) provided by investing activities          |  |                         | (23,681
|Net cash (used in) provided by financing activities          |  |                         | 28,468 
|Effect of exchange rate changes on cash and cash equivalents |  |                         | (1,939 
|Cash and cash equivalents at the beginning of the year       |  |                         | 17,051 
|Cash and cash equivalents at the end of the year             |  |                         | 34,195 



69







Operating Activities



Net cash provided by operating
activities consists primarily of profits before taxes adjusted for non-cash items, including depreciation and amortization expense,
and the effect of working capital changes.



Net cash provided by operating
activities was $11.6 million for the year ended December 31, 2014, as compared to net cash used in operating activities of $1.2
million for the year ended December 31, 2013. This increase in net cash provided by operating activities was primarily attributable
to a $18.7 million increase in profit before income tax expenses adjusted for non-cash items, a $0.3 million increase in working
capital and a $8.0 million increase in income taxes paid.



Net cash provided by operating
activities was $1.2 million for the year ended December 31, 2013 as compared to net cash provided by operating activities of $7.7
million for the year ended December 31, 2012. This decrease in net cash provided by operating activities was primarily attributable
to a $7.5 million decrease in profit before income tax expense adjusted for non cash-items, a $3.2 million decrease in working
capital requirements and a $2.2 million increase in income tax payment.



Changes in working capital
in the year ended December 31, 2013 consisted primarily of a $6.0 million increase in trade receivables, and a $3.0 million increase
in other receivables, partially offset by a $3.4 million increase in payroll and social security taxes payable, and a $1.5 million
increase in trade payables. The $6.0 million increase in trade receivables reflects our revenue growth. The $3.0 million increase
in other receivables was mainly related to the increase in Argentina’s value-added tax credits. Payroll and social security
taxes payable increased to $17.8 million as of December 31, 2013 from $13.7 million as of December 31, 2012, primarily as a result
of the growth in our headcount in line with our expansion.



Changes in working capital
in the year ended December 31, 2014 consisted primarily of a $6.3 million increase in trade receivables, a $5.7 million increase
in other receivables, primarily offset by a $4.2 million increase in payroll and social security taxes payable, and a $2.4 million
increase in tax liabilities. The $6.3 million increase in trade receivables reflects our revenue growth. The $5.7 million increase
in other receivables was mainly related to the increase in Argentina’s value-added tax credits. Payroll and social security
taxes payable increased to $21.0 million as of December 31, 2014 from $17.8 million as of December 31, 2013, primarily as a result
of the growth in our headcount in line with our expansion.



Investing Activities



Net cash of $23.7 million
was used in investing activities for the year ended December 31, 2014, as compared to net cash provided of $7.8 million for the
year ended December 31, 2013. During the year ended December 31, 2014, we invested $11.4 million in property and equipment, $2.5
million in intangible assets, $2.2 million in sovereign bonds and other financial assets, $6.5 million in payments under previous
acquisition agreements, and we spent $1.1 million in hedging contracts.



Net cash of $7.8 million
was provided by investing activities for the year ended December 31, 2013 as compared to $9.2 million of net cash used in investing
activities during the year ended December 31, 2012. During the year ended December 31, 2013, we invested in mutual funds and sovereign
bonds, which generated $20.5 million, and we also invested $7.3 million in fixed and intangible assets and $5.2 million in acquisition-related
transactions.



Financing Activities



Net cash of $28.5 million
was provided by financing activities during the year ended December 31, 2014 as compared to $2.1 million provided by financing
activities in the year ended December 31, 2013. During the year ended December 31, 2014, we received net proceeds of $40.5 million
from our initial public offering, we received $1.1 million from the issuance of shares under our share-based compensation plan,
we paid offering-related expenses of $3.1 million, repaid outstanding debt of $9.7 million and paid interest expenses of $0.3 million.



Net cash of $2.1 million
was provided by financing activities for the year ended December 31, 2013, as compared to $2.2 million of net cash provided by
financing activities for the year ended December 31, 2012. During the year ended December 31, 2013, we repurchased options for
$2.0 million, repurchased $4.2 million of treasury stock and paid offering-related expenses of $0.9 million. These outflows were
partially offset by capital contributions made by shareholders of $9.1 million.



Future Capital Requirements



Future Capital Requirements



We believe that our existing
cash and cash equivalents, cash flows from operations and revolving line of credit will be sufficient to meet our anticipated cash
needs for at least the next 12 months. In addition, as of December 31, 2014, IAFH Global S.A. had recognized an aggregate of $5.2
million in value-added tax credits. We expect to monetize the value of those value-added tax credits by way of cash reimbursement
from AFIP. $3.1 million of these tax credit were monetized during the first quarter of 2015. We expect that the remaining amount
of these tax credits will be monetized by the end of 2015.



Our ability to generate
cash is subject to our performance, general economic conditions, industry trends and other factors. If our cash and cash equivalents
and operating cash flow are insufficient to fund our future activities and requirements, we may need to raise additional funds
through public or private equity or debt financing. If we issue equity securities in order to raise additional funds, substantial
dilution to existing shareholders may occur. If we raise cash through the issuance of indebtedness, we may be subject to additional
contractual restrictions on our business. We cannot assure you that we would be able to raise additional funds on favorable terms
or at all.



70







Restrictions on Distribution of
Dividends by Certain Subsidiaries



For the year ended December
31, 2014, we derived over 87.6% of our revenues from clients in North America and Europe pursuant to contracts that are entered
into by our subsidiaries located in the United States and the United Kingdom. Under these arrangements, earnings and cash flows
from operations are generated not just in Argentina, but also in the other jurisdictions in which we conduct operations. Our non-Argentine
subsidiaries, including Globant S.A. and Spain Holdco, do not depend on the transfer of earnings from our Argentine subsidiaries
to meet their working capital requirements or other cash obligations. When earnings are transferred between our subsidiaries, the
transferor declares a dividend to its shareholders during a shareholder meeting. The dividend is subsequently paid to the shareholders.
However, the ability of certain of our subsidiaries to pay dividends to us is subject to their having satisfied requirements under
local law to set aside a portion of their net income in each year to legal reserves, as described below.



In accordance with Argentine
and Uruguayan companies law, our subsidiaries incorporated in Argentina and in Uruguay must set aside at least 5% of their net
income (determined on the basis of their statutory accounts) in each year to legal reserves, until such reserves equal 20% of their
respective issued share capital. As of December 31, 2014, required legal reserves at our Argentine subsidiaries amounted to $0.9
million and had been set aside as of that date. As of that date, our Uruguayan subsidiary had set aside a legal reserve of $0.04
million, which was fully constituted.



In accordance with Brazilian
law, 5% of the net profit of our Brazilian subsidiary must be allocated to form a legal reserve, which may not exceed 20% of its
capital. Our Brazilian subsidiary may refrain from allocating resources to the legal reserve during any fiscal year in which the
balance of such reserve exceeds 30% of its capital. Our Brazilian subsidiary did not have a legal reserve as of December 31, 2014.



In accordance with Colombian
companies law, our Colombian subsidiary must set aside at least 10% of its net income (determined on the basis of its statutory
accounts) in each year to legal reserves, until such reserves equal 50% of its issued share capital. As of December 31, 2014, its
legal reserves amounted to $0.004 million and were fully set aside.



In accordance with Spanish
companies law, our Spanish subsidiary, Globant S.A., must set aside at least 10% of its net income (determined on the basis of
its statutory accounts) in each year to legal reserves, until such reserves equal 20% of its issued share capital. As of December
31, 2014, no reserves had been set aside.



In accordance with Mexican
law, our Mexican subsidiary must set aside at least 5% of its net income for each year to a legal reserve, until such reserve equals
20% of its issued share capital. As of December 31, 2014, no reserves had been set aside.



In accordance with Peruvian
law, our Peruvian subsidiary must set aside at least 10% of its net income for each year to a legal reserve, until such reserve
equals 20% of its issued share capital. As of December 31, 2014, no reserves had been set aside.



In addition, our Argentine
subsidiaries are subject to formal and informal restrictions under exchange controls imposed by the Argentine government on the
conversion of Argentine pesos into U.S. dollars and the remittance of U.S. dollars abroad, respectively. These restrictions could
impair or prevent the conversion of anticipated dividends or distributions payable to us by those subsidiaries from Argentine pesos
into U.S. dollars. For further information on these exchange controls, see “Risk Factors — Risks Related
to Operating in Latin America and Argentina — Argentina — Restrictions on transfers of foreign
currency and the repatriation of capital from Argentina may impair our ability to receive dividends and distributions from, and
the proceeds of any sale of, our assets in Argentina” and “Information on the Company — Business Overview — Regulatory
Overview — Foreign Exchange Controls.”



Equity Compensation Arrangements



From 2006 through June
30, 2012, we granted a total of 108,891 SARs to a limited number of key employees pursuant to SAR award agreements as a form of
long-term incentive compensation. Of the 107,743 SARs outstanding as of December, 31, 2011, 62,970 were granted under a form of
SAR award agreement (“SAR I Award Agreements”). The remaining 44,772 SARs were awarded under SAR award agreements that,
in addition to entitling the SAR holder to the payment described above upon an event of liquidity, also entitle the SAR holder
to exercise the SAR following an initial public offering by Globant (“SAR II Award Agreements”).



In June 2012, we decided
to replace the SARs with share options, under which the beneficiary employee has, to the extent vested, an option to purchase common
shares that is exercisable upon the earliest of (i) the effective date of the share option agreement, provided that the employee
has been continuously employed by us (or any of our subsidiaries), (ii) an event of liquidity, as defined in the share option agreement,
or (iii) an initial public offering registered under the Securities Act. The exercise price of the share options was unchanged
from the original SAR award agreements, and is required to be paid by the employee in cash at the date of exercise. The share option
agreements were signed on June 30, 2012 by all employees who had been awarded SARs under the SAR award agreements.



71







The modification of the
SAR award agreements into share option agreements under which the options are immediately exercisable for those employees who have
met the service requirement under the related share option agreements was recorded in the year ended December 31, 2012 as a modification
of terms of the original agreement prospectively as of the date of change.



Share-based compensation
expense for awards of equity instruments to employees is determined based on the grant-date fair value of the awards. Fair value
is calculated using the Black-Scholes option pricing model.



Including our newly-issued
stock options, there were 3,180,907 outstanding stock options as of December 31, 2012, 1,497,466 outstanding stock options as of
December 31, 2013 and 1,724,614 outstanding stock options as of December 31, 2014. For 2014, 2013 and 2012, we recorded $0.6 million,
$0.8 million and $11.7 million of share-based compensation expense related to these share option agreements, respectively.



Critical Accounting Policies and Estimates



We prepare our consolidated
financial statements in accordance with IFRS, which require us to make judgments, estimates and assumptions about (i) the reported
amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the end of each reporting period and
(iii) the reported amounts of revenues and expenses during each reporting period. We evaluate these estimates and assumptions based
on historical experience, knowledge and assessment of current business and other conditions, and expectations regarding the future
based on available information and reasonable assumptions, which together form a basis for making judgments about matters not readily
apparent from other sources.



The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate
is revised if the revision affects only that year or in the year of the revision and future years if the revision affects both
current and future years. Since the use of estimates is an integral component of the financial reporting process, actual results
could differ from those estimates.



Some of our accounting
policies require higher degrees of judgment than others in their application. When reviewing our consolidated financial statements,
you should consider (i) our selection of critical accounting policies, (ii) the judgment and other uncertainties affecting the
application of such policies and (iii) the sensitivity of reported results to changes in conditions and assumptions. We consider
the policies discussed below to be critical to an understanding of our consolidated financial statements as their application places
significant demands on the judgment of our management.



An accounting policy is
considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting
estimates that are reasonably likely to occur periodically, could materially impact our consolidated financial statements. We believe
that the following critical accounting policies are the most sensitive and require more significant estimates and assumptions used
in the preparation of our consolidated financial statements. You should read the following descriptions of critical accounting
policies, judgments and estimates in conjunction with our consolidated financial statements and other disclosures included in this
annual report.



Revenue Recognition



We generate revenues primarily
from the provision of software development services. We recognize revenues when realized or realizable and earned, which is when
the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the sales price is fixed or
determinable; and collectability is reasonably assured. If there is uncertainty about the project completion or receipt of payment
for the services, revenues are deferred until the uncertainty is sufficiently resolved.



Recognition of revenues
under fixed-price contracts involves significant judgment in the estimation process including factors relating to the assumptions,
risks and uncertainties inherent with the application of the percentage of completion method of accounting affecting the amounts
of revenues and related expenses reported in our consolidated financial statements. Under this method, total contract revenue during
the term of an agreement is recognized on the basis of the percentage that each contract’s total labor cost to date bears
to the total expected labor cost. This method is followed where reasonably dependable estimates of revenues and costs can be made.
A number of internal and external factors can affect our estimates, including labor hours and specification and testing requirement
changes.



Revisions to our estimates
may result in increases or decreases to revenues and income and are reflected in our consolidated financial statements in the periods
in which they are first identified. If our estimates indicate that a contract loss will be incurred, a loss provision is recorded
in the period in which the loss first becomes probable and reasonably estimable. Contract losses are determined to be the amount
by which the estimated costs of the contract exceed the estimated total revenues that will be generated by the contract and are
included in cost of revenues in our consolidated statement of operations.



Goodwill, Fixed Assets and Intangible
Assets Impairment Analysis



Goodwill is measured as
the excess of the cost of an acquisition over the sum of the amounts assigned to tangible and intangible assets acquired less liabilities
assumed. The determination of the fair value of tangible and intangible assets involves certain judgments and estimates. These
judgments can include, but are not limited to, the cash flows that an asset is expected to generate in the future and the appropriate
weighted average cost of capital.



72







For the purpose of impairment
testing, goodwill is allocated to cash-generating units. We evaluate goodwill for impairment at least annually, or more frequently
when there is an indication that the unit may be impaired. When determining the fair value of our reporting unit, we utilize the
income approach using discounted cash flow. The income approach considers various assumptions including increase in headcount,
headcount utilization rate and revenue per employee, income tax rates and discount rates.



Any adverse changes in
key assumptions about the businesses and its prospects or an adverse change in market conditions may cause a change in the estimation
of fair value and could result in an impairment charge. Based upon our evaluation of goodwill, no impairments were recognized during
2014, 2013 and 2012.



Income Taxes



Determining the consolidated
provision for income tax expense, deferred income tax assets and liabilities and related valuation allowance, if any, involves
significant judgment. The provision for income taxes includes federal, state, local and foreign taxes. Deferred tax assets and
liabilities are recognized for the estimated future tax consequences in each of the jurisdictions where we operate of temporary
differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected
to be reversed. Changes to enacted tax rates would result in either increases or decreases in the provision for income taxes in
the period of changes. We evaluate the reliability of deferred tax assets and recognize a valuation allowance when it is more likely
than not that all or a portion of deferred tax assets will not be realized.



The carrying amount of
a deferred tax asset is reviewed at the end of each reporting period and is reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow the benefit of part or all of the deferred tax assets to be utilized.
This assessment requires judgments, estimates, and assumptions by our management. In evaluating our ability to utilize deferred
tax assets, we consider all available positive and negative evidence, including the level of historical taxable income and projections
for future taxable income over the periods in which the deferred tax assets are recoverable. Our judgments regarding future taxable
income are based on expectations of market conditions and other facts and circumstances. Any adverse change to the underlying facts
or our estimates and assumptions could require that we reduce the carrying amount of its net deferred tax assets.



Fair Value Measurements



Fair value of stock appreciation rights



SAR I Awards .  From
2006 through June 30, 2012, we granted Stock Appreciation Rights (“SARs”) to some of our employees. Under the form
of SAR award agreement initially utilized by us (“SAR I Award”), the SARs entitled employees to a specified amount
of cash provided that both of the following conditions were met:



| | 1. | The employee remained employed by us and
| | -- | ----------------------------------------



| | 2. | A liquidity event, defined as the occurrence of a merger, sale or transfer of 55% of our stock
(“Liquidity Event”), occurred.
| | -- | -----------------------------------------------------------------------------------------------------------------------------



The SAR I Awards thus included
a service condition and a non-market performance condition under International Financial Reporting Standard 2, “Share-based
Payment” (“IFRS 2”). Under IFRS 2 (paragraph 15 and 19), in order for the SAR I Awards to vest, (i) the SAR I
recipients were required to remain employed with us and (ii) a Liquidity Event, which is a non-market performance condition, was
required to occur. With regard to the non-market performance condition, we determined that the Liquidity Event was not probable
as of December 31, 2011, 2010, and 2009, respectively. Thus, the fair value of the SAR I Awards was determined to be zero. Accordingly,
we did not recognize any compensation expense related to the SAR I Awards in our consolidated financial statements as of and for
the years ended on those dates. The SAR I Awards were considered cash-settled liability awards.



SAR II Awards .  In
2010 and 2011, we granted to certain of our employees SARs (“SAR II Awards”) entitling them to a specified amount of
cash provided that the same conditions as those established in the SAR I Awards were met (the second condition modified as described
in the next paragraph).



The SAR II Awards included
a service condition and a non-market performance condition under IFRS 2. The non-market performance condition required the occurrence
either of a Liquidity Event or an initial public offering (“IPO”) (only one of which needed to be met for the SAR II
Awards to vest). In the event of an IPO and provided the SAR II holder was still employed by us, we would allow the SAR II holder
to exercise such holder’s vested SAR II Awards for cash, our common shares, or a combination of both, with the manner of
settlement at our discretion. After the IPO, and in the event of a change of control, the SAR II Awards were cancellable by us
at our discretion, in which case, we would be required to make a payment for each outstanding SAR II Award. The payment would be
equal to the excess, if any, of the fair market value of our ordinary share in the change of control over the grant date fair value.
We were permitted to make this payment in cash, securities or a combination of the foregoing.



73







Under IFRS 2 (paragraph
15 and 19), in order for the SAR II Awards to vest, (i) the SAR II recipients were required to remain employed with us and (ii)
either a Liquidity Event or an IPO was required to occur. With regard to the non-market performance condition, we determined that
neither the Liquidity Event nor an IPO were probable as of December 31, 2011 and 2010. Consequently, the fair value of the SAR
II Awards was determined to be zero. Accordingly, we did not recognize any compensation expense related to the SAR II Awards in
its consolidated financial statements as of and for the years ended on those dates. The SAR II Awards were considered cash-settled
liability awards.



Amendment. In June
2012, we replaced each SAR I Award and SAR II Award through an amendment (the “Amendment”). The Amendment introduced
the following significant changes to the SAR I Awards and SAR II Awards:



| | • | Each SAR I Award and SAR II Award was replaced by stock options governed by a stock option agreement
(collectively, the “Stock Option Agreements”).
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Provided the service conditions set forth in each individual’s Stock Option Agreement were
met, the stock options vested upon the earlier of the date of the Amendment (i.e. , the modification date) or an IPO.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In the event of an IPO, immediately after the IPO occurs, our obligations under each Stock Option
Agreement require that the stock options become exercisable for our common shares in a manner that preserves the original economic
value of the SAR I and II Awards.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The Amendment sets forth the amount of options attributable to each employee as of the date of
the Amendment.
| | - | -------------------------------------------------------------------------------------------------------------

|
|

Pursuant to the Amendment,
the SAR I Awards and SAR II Awards were converted to stock options. For those awards with no additional service conditions, the
stock options vest at the earlier of the date of the Amendment or an IPO. We determined that this represents a modification of
the SAR I Awards and II Awards and as such, the modified awards should be fair valued as of the date of modification. For those
awards with no additional service condition, we have recognized any unrecognized expense associated with the stock options upon
the modification date based on the modification date fair value. Upon modification, these stock options are considered equity awards
and not cash-settled liability awards. Based upon the interpretative guidance of IFRS 2, we believe that the stock options should
be fair valued as of the date of modification.



Based on the foregoing,
we have concluded since there is no additional service period associated with the stock options that have been granted, we should
recognize the full amount of expense for those stock options at the modification date.



Fair value of ordinary shares



Our share-based payment
transactions with employees are measured based on the fair value of our common shares at the date of modification (June 30, 2012)
from the stock appreciation rights plan to the stock option plan. We recognized as compensation expense all vested options at the
date of modification of the plan and recognize non-vested options as compensation expense on a straight-line basis over the requisite
service period, with a corresponding impact reflected in additional paid-in capital.



Determining the fair value
of the share-based awards at the grant date requires judgment. We calculate the fair value of each option award on the date of
modification using the Black-Scholes option pricing model. The Black-Scholes model requires the input of highly subjective assumptions,
including the fair value of our common shares, expected volatility, expected term, risk-free interest rate and dividend yield.



Fair value of the common
shares: For the 2014 Equity Incentive Plan, the fair value of the shares is based on the quoted market price of our shares
on the grant date. For the 2012 Equity Incentive Plan, as our common shares were not publicly traded, the fair value was determined
using the market approach technique based on the value per share from a series of our past private placements in which new common
shares have been issued. We believe that the price paid for those new common shares was the fair value of those common shares at
the time of the placement. In January 2012 we had a capital contribution from a new shareholder (Endeavor Global, Inc.), which
included cash plus stock options granted to the new shareholder. Therefore, we considered that amount to reflect the fair value
of our common shares. The fair value of the common shares related to this private placement resulted from the following formula:
cash minus fair value of stock options granted to the new shareholder divided by the number of newly issued common shares. The
fair value of the stock options granted to the new shareholder was determined using the same variables and methodologies as the
stock options granted to our employees. For 2013 grants, the reference price of our common shares is the price paid by WPP in its
investment dated December 26, 2012. See “Related Party Transactions — Private Placements — WPP
investment in Globant.”



Expected volatility:
As we do not have any trading history for our common shares, the expected volatility for our common shares was estimated by taking
the average historic price volatility of the NASDAQ 100 Telecommunication Index.



Expected term: The
expected life of options represents the period of time the granted options are expected to be outstanding.



Risk free rate:
The risk-free rate for periods within the contractual life of the options is based on the U.S. Federal Treasury yield curve with
maturities similar to the expected term of the options.



Dividend yield:
We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently,
we used an expected dividend yield of zero.



74







Allowance for Doubtful Accounts



We maintain an allowance
for doubtful accounts for estimated losses resulting from the inability of our clients to make required payments. The allowance
for doubtful accounts is determined by evaluating the relative credit-worthiness of each client, historical collections experience
and other information, including the aging of the receivables. As of December 31, 2014, our allowance for doubtful accounts represented
less than 0.1% of our net revenues. If the financial condition of our clients were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required.



Allowance For Impairment of Tax
Credits



We maintain an allowance
for impairment of tax credits for estimated losses resulting from substantial doubt about recoverability of the Software Promotion
Law tax credit. The impairment of tax credits is determined by estimating future uses of this credit against our value-added tax
position.



Application of New and Revised International Financial Reporting
Standards



New accounting pronouncements



The company has not applied
the following new and revised IFRSs that have been issued but are not yet mandatorily effective:



|IFRS 9                                   | Financial Instruments (1)                                                             
|---------------------------------------- | --------------------------------------------------------------------------------------
|IFRS 15                                  | Revenue from contracts with customers (2)                                             
|Amendments to IAS 38 and IAS 16          | Intangible assets and property plant and equipment (3)                                
|Amendments to IFRS 11                    | Join arrangements(3)                                                                  
|Amendments to IFRS 10 and IAS 28         | Consolidated Financial Statements and Investments in Associates and Joint Ventures (3)
|Amendments to IFRS 5, 7 and IAS 9 and 34 | Annual improvements 2012 -2014 cycle (4)                                              
|Amendment to IAS 1                       | Disclosure initiative (3)                                                             



| | (1) | Effective for annual periods beginning on or after January 1, 2018. Early adoption is permitted.
| | --- | ------------------------------------------------------------------------------------------------

| | (2) | Effective for annual periods beginning on or after January 1, 2017. Early adoption is permitted.
| | --- | ------------------------------------------------------------------------------------------------

| | (3) | Effective for annual periods beginning on or after January 1, 2016. Early adoption is permitted.
| | --- | ------------------------------------------------------------------------------------------------

| | (4) | Effective for annual periods beginning on or after July 1, 2016. Early adoption is permitted.
| | --- | ---------------------------------------------------------------------------------------------



| | • | In July 24, 2014, The International Accounting Standards Board (IASB) has published the final version
of IFRS 9 'Financial Instruments'. IFRS 9, as revised in July 2014, introduces a new expected loss impairment model and limited
changes to the classification and measurement requirements for financial assets and is effective for periods beginning on or after
January 1, 2018.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In May 28, 2014 the IASB has published its new revenue Standard, IFRS 15 “Revenue from Contracts
with Customers”. IFRS 15 provides a single, principles based five-step model to be applied to all contracts with customers.
The five steps in the model are as follows:
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | Identify the contract with the customer
| | - | ---------------------------------------

| | o | Identify the performance obligations in the contract
| | - | ----------------------------------------------------

| | o | Determine the transaction price
| | - | -------------------------------

| | o | Allocate the transaction price to the performance obligations in the contracts
| | - | ------------------------------------------------------------------------------

| | o | Recognize revenue when (or as) the entity satisfies a performance obligation.
| | - | -----------------------------------------------------------------------------



Guidance is provided on
topics such as the point in which revenue is recognised, accounting for variable consideration, costs of fulfilling and obtaining
a contract and various related matters. New disclosures about revenue are also introduced. The new standard is effective for annual
periods beginning on or after January 1, 2017. Early adoption is permitted.



| | • | On May 12, 2014, the IASB issued a set of amendments to IAS 38 (intangible assets) and IAS 16 (property,
plant, and equipment). The amendments clarify that:
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | The use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by
an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied
in the asset.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied
in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The amendments are effective
prospectively for annual periods beginning on or after January 1, 2016. Early adoption is permitted.



75







| | • | On May 6, 2014, the IASB issued amendments to the guidance on joint arrangements in IFRS 11. The
amendments address how an entity should account for an “acquisition of an interest in a joint operation that constitutes
a business”. The amendments are effective prospectively for annual periods beginning on or after January 1, 2016. Early adoption
is permitted.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On September 11, 2014, the IASB issued amendments to IFRS 10 and IAS 28. These amendments clarify
the treatment of the sale or contribution of assets from an investor to its associate or joint venture, as follows:
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | require full recognition in the investor's financial statements of gains and losses arising on the sale or contribution of
assets that constitute a business (as defined in IFRS 3 Business Combinations)
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | require the partial recognition of gains and losses where the assets do not constitute a business, i.e. a gain or loss is recognised
only to the extent of the unrelated investors’ interests in that associate or joint venture.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



These requirements apply
regardless of the legal form of the transaction, e.g. whether the sale or contribution of assets occurs by an investor transferring
shares in any subsidiary that holds the assets (resulting in loss of control of the subsidiary), or by the direct sale of the assets
themselves. The amendments are effective prospectively for annual periods beginning on or after July 1, 2016. Early adoption is
permitted.



| | • | On September 25, 2014, the IASB issued amendments to IFRS 5 and 7and IAS 9 and 34. These amendments
include annual improvements, as follows:
| | - | --------------------------------------------------------------------------------------------------------------------------------------------



| | o | adds specific guidance in IFRS 5 for cases in which an entity reclassifies an asset from held for sale to held for distribution
or vice versa and cases in which held-for-distribution accounting is discontinued
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset, and clarification
on offsetting disclosures in condensed interim financial statements
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | clarify that the high quality corporate bonds used in estimating the discount rate for post-employment benefits should be denominated
in the same currency as the benefits to be paid
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | clarify the meaning of 'elsewhere in the interim report' and require a cross-reference
| | - | --------------------------------------------------------------------------------------



| | • | On December 18, 2014, the IASB issued the amendment to IAS 1 to address perceived impediments to
preparers exercising their judgement in presenting their financial reports. The amendment is effective for annual periods beginning
on or after 1 January 2016, with earlier application being permitted.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The company is evaluating
the impact, if any, of adopting this new accounting guidance on our consolidated financial statements.



The company has adopted,
when applicable, the following new and revised IFRSs as from January 1, 2014:



|Amendments to IAS 32                      | Offsetting Financial Assets and Financial Liabilities
|----------------------------------------- | -----------------------------------------------------
|Amendments to IFRS 10, IFRS 12 and IAS 27 | Investment Entities                                  
|Amendments to IAS 39                      | Provide Relief for Novation of Derivatives           
|IFRIC 21                                  | Levies                                               
|Amendments to IAS 36                      | Disclosure of recoverable value                      



| | • | The amendments to IAS 32 clarify existing application issues relating to the offset of financial
assets and financial liabilities requirements. Specifically, the amendments clarify the meaning of “currently has a legally
enforceable right of set-off” and “simultaneous realisation and settlement”. The amendments did not have effect
on the company’s consolidated financial statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In May 2013, the IFRS Interpretations Committee issued Interpretation 21, which clarifies when
a reporting entity should recognize a liability related to a levy (other than for income taxes) assessed by a governmental entity.
Interpretation 21 explains that “the obligating event that gives rise to a liability to pay a levy is the activity that triggers
the payment of the levy, as identified by the legislation.” IFRIC 21 did not have significant impact on amounts reported
in the consolidated financial statements.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In May 2013, the IASB issued amendments to IAS 36 to clarify the scope of some of the standard’s
disclosure requirements. The amendments reduce the circumstances in which entities must disclose the recoverable amount of assets
or cash-generating units and explicitly require entities to disclose the discount rate used to determine impairment (or reversals)
when a present value technique is used to calculate the recoverable amount (based on fair value less disposal costs). IAS 36 did
not have impact on amounts reported in the consolidated financial statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In June 2013, the IASB released limited-scope amendments to IAS 39 that allow reporting entities
to maintain hedge accounting when “a derivative, which has been designated as a hedging instrument, is novated to effect
clearing with a central counterparty (“CCP”) as a result of laws or regulation, if specific conditions are met”.
The amendments were issued to address reporting entities’ concerns about the effect of proposed and recently enacted regulations
(e.g., the Dodd-Frank Wall Street Reform and Consumer Protection Act) that require central clearing of certain over-the-counter
derivatives in existing hedge relationships. To benefit from the amendments to IAS 39, an entity must meet all of the following
criteria:
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



76







| | 1. | Novation to a CCP must occur as a result of laws or regulations or the introduction of laws or
regulations.
| | -- | -----------------------------------------------------------------------------------------------------------



| | 2. | After the novation, the CCP would become the new counterparty to each of the original parties to
the derivative.
| | -- | ----------------------------------------------------------------------------------------------------------------



| | 3. | Any changes to the hedging instrument would be limited to those necessary to effect such a replacement
of the counterparty.
| | -- | ---------------------------------------------------------------------------------------------------------------------------



IAS 39 did not have impact
on amounts reported in the consolidated financial statements.



| | • | The amendments to IFRS 10 define an investment entity and require a reporting entity that meet
the definition of an investment entity not to consolidate its subsidiaries but instead of measure its subsidiaries at fair value
through profit or loss in its consolidated and separate financial statements.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



To qualify as an investment
entity, a reporting entity is required to:



| | • | Obtain funds from one or more investors for the purpose of providing them with professional investment
management services.
| | - | ---------------------------------------------------------------------------------------------------------------------------



| | • | Commit to its investor(s) that its business purpose is to invest funds solely for returns from
capital appreciation, investment income, or both.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Measure and evaluate performance of substantially all of its investments on a fair value basis.
| | - | -----------------------------------------------------------------------------------------------



Consequential amendments
have been made to IFRS 12 and IAS 27 to introduce new disclosure requirements for investment entities.



The amendment to IFRS 10,
IFRS 12 and IAS 27 did not have impact on the company’s consolidated financial statements.



| | C. | Research and Development, Patents and Licenses, etc.
| | -- | ----------------------------------------------------



See “Business Overview — Intellectual
Property.”



| | D. | Trend Information
| | -- | -----------------



See “— Operating
Results — Factors Affecting Our Results of Operations.”



| | E. | Off-Balance Sheet Arrangements
| | -- | ------------------------------



As of and for the three
years ended December 31, 2014, we were not party to any off-balance sheet arrangements.



| | F. | Tabular Disclosure of Contractual Obligations
| | -- | ---------------------------------------------



Set forth below is information
concerning our fixed and determinable contractual obligations as of December 31, 2014 and the effect such obligations are expected
to have on our liquidity and cash flows.



77







|                                  |  | Payments due by Period |       
|--------------------------------- |  | ---------------------- | ------
|                                  |  | Total                  |       
|                                  |  | (in thousands)         |       
|Borrowings                        |  | $                      | 1,285 
|Interest to be paid on borrowings |  |                        | 264   
|Operating lease obligations(1)    |  |                        | 19,430
|Other financial liabilities(2)    |  |                        | 1,308 
|Total                             |  | $                      | 22,287



| | (1) | Includes rental obligations and other lease obligations.
| | --- | --------------------------------------------------------

| | (2) | Relates to Huddle acquisition. See note 23 to our audited consolidated financial statements.
| | --- | --------------------------------------------------------------------------------------------



| | G. | Safe harbor
| | -- | -----------



This annual report contains
forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act
and as defined in the Private Securities Litigation Reform Act of 1995. See “Cautionary Statements Regarding Forward-Looking
Statements.”



Item 6. Directors, Senior Management
and Employees



| | A. | Directors and Senior Management
| | -- | -------------------------------



Directors



The table below sets forth
information concerning our directors as of December 31, 2014.



|Name                       |  | Position                                         |  | Age |  | Date of
Appointment |  | Current Term Expiringat Annual Meeting ofShareholders to BeHeld in Year
|-------------------------- |  | ------------------------------------------------ |  | --- |  | ------------------- |  | -----------------------------------------------------------------------
|Martín Migoya              |  | Chairman of the Board and ChiefExecutive Officer |  | 46  |  | July 15, 2014       |  | 2017                                                                   
|Martín Gonzalo Umaran      |  | Director and Chief of Staff                      |  | 46  |  | July 15, 2014       |  | 2017                                                                   
|Guibert Andrés Englebienne |  | Director and Chief Technology Officer            |  | 48  |  | July 15, 2014       |  | 2017                                                                   
|Francisco Álvarez-Demalde  |  | Director                                         |  | 36  |  | July 15, 2014       |  | 2015                                                                   
|Bradford Eric Bernstein    |  | Director                                         |  | 47  |  | July 15, 2014       |  | 2015                                                                   
|Mario Eduardo Vázquez      |  | Director                                         |  | 79  |  | July 15, 2014       |  | 2016                                                                   
|Philip A. Odeen            |  | Director                                         |  | 79  |  | July 15, 2014       |  | 2015                                                                   
|Robert David Norman        |  | Director                                         |  | 54  |  | July 15, 2014       |  | 2015                                                                   
|Marcos Galperin            |  | Director                                         |  | 43  |  | July 15, 2014       |  | 2016                                                                   
|Timothy Mott               |  | Director                                         |  | 65  |  | July 15, 2014       |  | 2016                                                                   



Directors may be re-elected
for one or more further four-year terms. Directors appointed to fill vacancies remain in office until the next general meeting
of shareholders.



Globant S.A. was incorporated
in Luxembourg on December 10, 2012. References to the terms of service or appointment of our directors and senior management in
the following biographies include their service to our predecessor companies, which were organized in Spain.



Martín Migoya



Mr. Migoya has served as
Chairman of our board of directors and Chief Executive Officer since 2005. Prior to co-founding Globant, he worked as a trainee
and technology project coordinator at Repsol-YPF, a consultant at Origin BV Holland and a business development director at Tallion.
He founded our company together with Messrs. Englebienne, Nocetti and Umaran in 2003. Mr. Migoya is frequently invited to lecture
at various conventions and at universities like MIT and Harvard, and has been a judge at the Endeavor Entrepreneurs panel and at
La Red Innova. Mr. Migoya was selected as an Endeavor Entrepreneur in 2005 and won a Konex Award as one of the most innovative
entrepreneurs of 2008. He was selected as an Argentine Creative Individual of 2009 (Círculo de Creativos de la Argentina)
and received the Security Award as one of the most distinguished Argentine businessmen of 2009. He also received in 2009 the America
Economía Magazine’s “Excellence Award”, which is given to entrepreneurs and executives that contribute
to the growth of Latin American businesses. In 2011, Latin Trade recognized Mr. Migoya as Emerging CEO of the Year. In 2013, Mr.
Migoya received the “Entrepreneur of the Year Award” from Ernst & Young. He is a member of the Young President’s
Organization and a board member of Endeavor Argentina. Mr. Migoya holds a degree in electronic engineering from Universidad
Nacional de La Plata (UNLP) and a master’s degree in business administration, from the Universidad del Centro de Estudios
Macroeconómicos de Argentina . We believe that Mr. Migoya is qualified to serve on our board of directors due to his
intimate familiarity with our company and the perspective, experience, and operational expertise in the technology services industry
that he has developed during his career and as our co-founder and Chief Executive Officer.



78







Martín Gonzalo Umaran



Mr. Umaran has served as
a member of our board of directors since 2012 as well as Chief of Staff since 2013. As Globant’s Chief of Staff, Mr. Umaran
is responsible for coordinating our back office activities, supporting executives in daily projects and acting as a liaison to
our senior management. He is also responsible for our mergers and acquisitions process and for strategic initiatives. From 2005
to 2012, he served as Globant’s Chief Operations Officer and Chief Corporate Business Officer, in charge of managing our
delivery teams and projects. Together with his three Globant co-founders, Mr. Umaran was selected as an Endeavor Entrepreneur in
2005. Mr. Umaran holds a degree in mechanical engineering from Universidad Nacional de La Plata (UNLP). We believe that
Mr. Umaran is qualified to serve on our board of directors due to his intimate familiarity with our company and his perspective,
experience, and operational expertise in the technology services industry that he has developed during his career as a co-founder
of our company.



Guibert Andrés Englebienne



Mr. Englebienne has served
as a member of our board of directors and as Chief Technology Officer since 2003. He is one of Globant’s co-founders. Prior
to co-founding Globant, Mr. Englebienne worked as a scientific researcher at IBM and, later, as head of technology for CallNow.com
Inc. As Globant’s Chief Technology Officer, Mr. Englebienne is the head of our Technology department and our Premier League,
an elite team of Globers whose mission is to foster innovation by cross-pollinating their deep knowledge of emerging technologies
and related market trends across our Studios and among our Globers. Together with his three Globant co-founders, Mr. Englebienne
was selected as an Endeavor Entrepreneur in 2005. In addition to his responsibilities at Globant, Mr. Englebienne is President
of Endeavor Argentina. In 2011, he was included in Globalization Today’s “Powerful 25” list. Mr. Englebienne
holds a bachelor’s degree in Computer Science and Software Engineering from the Universidad Nacional del Centro de la
Provincia de Buenos Aires in Argentina. We believe that Mr. Englebienne is qualified to serve on our board of directors due
to his intimate familiarity with our company and his perspective, experience, and operational expertise in the technology services
industry that he has developed during his career as a co-founder of our company.



Francisco Álvarez-Demalde



Mr. Álvarez-Demalde
has been a member of our board of directors since 2007. He is a founding Partner of Riverwood Capital, a leading growth-capital
private equity firm focused on the global technology industry, and one of the largest investors in Globant. From 2005 to 2007,
he was an investment executive at Kohlberg Kravis Roberts & Co., where he focused on leveraged buyouts in the technology industry
and other sectors. Mr. Álvarez-Demalde was also an executive at Eton Park Capital Management, where he focused on private
equity investments in emerging markets, and at Goldman Sachs & Co. Mr. Álvarez-Demalde also currently serves as a director
of LAVCA, Mandic, Navent, VTEX and GoIntegro. Mr. Álvarez-Demalde earned a bachelor’s degree in economics from Universidad
de San Andrés , Argentina, which included an exchange program at the Wharton School at the University of Pennsylvania.
We believe that Mr. Álvarez-Demalde is qualified to serve on our board of directors due to his considerable business experience
in the technology industry and his experience serving as a director of other companies.



Bradford Eric Bernstein



Mr. Bernstein has served
as a member of our board of directors since 2008. He joined FTV Capital in 2003 and is currently a Partner and head of the New
York office, managing staff and operations there. Prior to joining FTV Capital, Mr. Bernstein was a Partner at Oak Hill Capital
Management and its predecessors, where he managed the business and financial services group. In addition to his responsibilities
at Globant, Mr. Bernstein currently serves on the board of directors of Apex Fund Services, World First Group and Utopia, Inc.
Mr. Bernstein received a bachelor’s degree, magna cum laude , from Tufts University. We believe that Mr. Bernstein
is qualified to serve on our board of directors due to his considerable business experience in the technology industry and his
experience serving as a director of other companies.



Mario Eduardo Vázquez



Mr. Vázquez has
served as a member of our board of directors and chairman of Globant’s audit committee since June 2012. From 2003 to 2006,
he served as the Chief Executive Officer of Grupo Telefónica in Argentina. Mr. Vázquez worked in auditing
for Arthur Andersen for 33 years until his retirement in 1993, including 23 years as a partner and general director in many of
Globant’s markets, including Argentina, Chile, Uruguay, and Paraguay. As former partner and general director of Arthur Andersen,
Mr. Vázquez has significant experience with U.S. GAAP accounting and in assessing internal control over financial reporting.
Mr. Vázquez currently serves on the board of directors of MercadoLibre, Inc. Mr. Vázquez served as a member of the
board of directors of YPF, S.A. and as the president of the Audit Committee of YPF, S.A, until April 2012. He has also served as
a member of the board of directors of Telefónica Argentina S.A., Telefónica Holding Argentina S.A., Telefónica
Spain S.A., Banco Santander Rio S.A., Banco Supervielle Societe General, and CMF Banco S.A., and as alternate member
of the board of directors of Telefónica de Chile S.A. Mr. Vázquez received a degree in public accounting from the
Universidad de Buenos Aires . We believe that Mr. Vázquez is qualified to serve on our board of directors due to
his financial expertise and his experience serving as a director of other companies.



79







Philip A. Odeen



Mr. Odeen has served as
a member of our board of directors since 2012. Mr. Odeen has also served as a director and proxy director of DRS Technologies,
Inc. since 2013. From 2009 to 2013, Mr. Odeen served as the chairman of the board of directors and lead independent director of
AES Corporation and as a director of AES Corporation from 2003 to 2013. From 2008 to 2013, Mr. Odeen served as the chairman of
the board of directors of Convergys Corporation and as a director of Convergys Corporation from 2000 to 2013. Mr. Odeen has served
as a director of QinetiQ North America, Inc. since 2006, Booz Allen Hamilton, Inc. since 2008 and ASC Signal Corporation since
2009. From 2006 to 2007, Mr. Odeen served as chairman of the board of directors of Avaya Corporation. He served on the board of
directors of Reynolds and Reynolds Company from 2000 to 2007, and as its chairman from 2006 to 2007. Mr. Odeen was a director of
Northrop Grumman from 2003 to 2008. Mr. Odeen retired as chairman and chief executive officer of TRW Inc. in December 2002. We
believe that Mr. Odeen is qualified to serve on our board due to his experience in leadership and guidance of public and private
companies as a result of his varied global business, governmental and non-profit and charitable organizational experience.



Robert David Norman



Mr. Norman has served as
a member of our board of directors since October 2013. He is the Chief Digital Officer of GroupM Worldwide, owned by WPP plc. Since
2013, Mr. Norman has served as a non-executive director of BBC Global News Ltd. and on the Board of Governors of the Center for
the Digital Future at University of Southern California. Since 2007, Mr. Norman has served as a director of WPP Digital and of
Wild Tangent. Mr. Norman is also a member of the Facebook Client Council and an advisor to Greycroft Partners, a venture capital
fund. He received a degree, with honors, in business administration from Trent Polytechnic. We believe that Mr. Norman is qualified
to serve on our board of directors due to his considerable business expertise with digital media, data analytics and technology.



Marcos Galperin



Mr. Galperin has served
as a member of our board of directors since July 2014. He is a co-founder of Mercadolibre, Inc. and has served as its chairman,
president and chief executive officer since October 1999. Mr. Galperin is a board member of Endeavor Global, Inc., a non-profit
organization that is leading the global movement to catalyze long term economic growth by selecting, mentoring and accelerating
the best high impact entrepreneurs around the world. He is also a board member of the Stanford Graduate School of Business. Mr.
Galperin received a master’s degree in business administration from Stanford University and graduated with honors from the
Wharton School of the University of Pennsylvania. We believe that Mr. Galperin is qualified to serve on our board of directors
due to his comprehensive knowledge and experience in the technology industry and experience serving as a director of other companies.



Timothy Mott



Mr. Mott has served as
a member of our board of directors since July 2014. Mr. Mott has been an independent private investor since 1994. He has been a
director of Ruby Seven Studios since 2012 and the managing partner of Blue Farm Wines since 2013. From 2008 to 2013 he served as
executive chairman of Flixlab; he was executive chairman of All Covered from 2000 to 2010; and from 1990 to 2007 he served as a
director of Electronic Arts. Previously he co-founded Electronic Arts where he was a senior vice president from 1982 to 1990; from
1990 – 1994 he was CEO/chairman of Macromedia; he served on the board of directors of Edmark from 1994 to 1996;
and from 1994 to 1999 he was chairman of Audible. Mr. Mott has been a trustee of the California College of the Arts since 2004
and previously served on several other non-profit boards. Mr. Mott earned his bachelor of science degree (with honors) from Manchester
University in England. We believe that Mr. Mott is qualified to serve on our board due to his extensive business and industry expertise
in the technology sector, and his experience as a director and senior management of other technology companies.



Senior Management



Our group senior management
is made up of the following members:



|Name                       |  | Position                                   
|-------------------------- |  | -------------------------------------------
|Martín Migoya              |  | Chief Executive Officer                    
|Martín Gonzalo Umaran      |  | Chief of Staff                             
|Guillermo Marsicovetere    |  | Chief Operating Officer                    
|Guibert Andrés Englebienne |  | Chief Technology Officer (Global)          
|Nestor Nocetti             |  | Executive Vice President, Corporate Affairs
|Alejandro Scannapieco      |  | Chief Financial Officer                    
|Natalia Kanefsck           |  | Chief Accounting Officer                   
|Guillermo Willi            |  | Chief People Officer                       
|Gustavo Barreiro           |  | Chief Information Officer                  
|Andrés Angelani            |  | Chief Solutions Officer                    
|Patricio Pablo Rojo        |  | General Counsel                            
|Wanda Weigert              |  | Director of Communications & Marketing     



The business address of
our group senior management is c/o Sistemas Globales S.A., Ing. Butty 240, 9th floor, Laminar Plaza Tower, C1101 AFB, Capital
Federal, Argentina.



80







The following is the biographical
information of the members of our group senior management other than Messrs. Migoya, Umaran and Englebienne, whose biographical
information is set forth in “— Directors.”



Guillermo Marsicovetere



Mr. Marsicovetere has been
our Chief Operating Officer since July 2012. From 2007 to July 2012, Mr. Marsicovetere served as our Chief Business Officer. From
1993 to 2007, he worked at Sun Microsystems where he held several management positions including Latin America Partner and Sales
Director, Southern Cone President and Managing Director, Sales Vice President of the United Kingdom and Ireland. As Globant’s
Chief Operating Officer, he is responsible for supervising Globant’s product delivery. Mr. Marsicovetere holds a law degree
from Universidad Central in Venezuela.



Nestor Nocetti



Mr. Nocetti, a co-founder
of our company, has been our Executive Vice President, Corporate Affairs since July 2012. Mr. Nocetti manages our external affairs,
including our relationships with government agencies, union, industry representatives and the media. Prior to that, he served as
our Vice President, Innovation Labs. Together with Messrs. Migoya, Englebienne, and Umaran, Mr. Nocetti was selected as an Endeavor
Entrepreneur in 2005. He holds a degree in electronic engineering from Universidad Nacional de La Plata (UNLP) and a certificate
in business management from the Business School (IAE) of Universidad Austral .



Alejandro Scannapieco



Mr. Scannapieco has been
our Chief Financial Officer since 2008. From 2002 to 2008, he worked as Chief Financial Officer at Microsoft South Cone, headquartered
in Buenos Aires, where he was responsible for the Finance & Accounting, Business Support and Procurement & Facilities divisions
for Microsoft in Argentina, Bolivia, Chile, Paraguay and Uruguay. Prior to 2002, Mr. Scannapieco worked as a senior financial analyst
at JPMorgan and a senior auditor at Ernst & Young. As our Chief Financial Officer, Mr. Scannapieco is in charge of corporate
finance and business support, including mergers and acquisitions, treasury, accounting and tax, procurement, facilities and delivery
center expansions. Mr. Scannapieco has a post-graduate degree in capital markets, a degree in public accounting and a bachelor’s
degree in business administration from the Pontificia Universidad Católica Argentina “Santa María de los
Buenos Aires.” He has also completed a post-graduate degree in finance from Torcuato Di TellaUniversity.



Natalia Kanefsck



Ms. Kanefsck has been our
Chief Accounting Officer since January 2012. From 2007 to January 2012, she worked as a Regional Financial Controller at Bally
Technologies Inc. for the Latin American region based in Buenos Aires, where she was responsible for finance, treasury, accounting
and tax for Bally operations in Argentina, Chile, Colombia, Uruguay, Peru, Central America and Caribbean. From 2005 to June 2007,
she worked as Accounting Lead for the Mosaic Company based in Buenos Aires, where she was responsible for finance and accounting
for Mosaic Mexico. As our Chief Accounting Officer, Ms. Kanefsck is in charge of accounting, tax, external audit and reporting.
Ms. Kanefsck has a degree in public accounting from the Universidad de Buenos Aires and a post-graduate degree in business
administration from Centro de Estudios Macroeconomicos .



Guillermo Willi



Mr. Willi has been our
Chief People Officer since September 2011. From 2009 to 2011, he served as the Human Resources Director for Microsoft Argentina
and Uruguay, where he was in charge of leading Microsoft’s human resources policies, developing internal talent and maintaining
diversity and inclusion. Between 2007 and 2009, he was the Human Resources Director for Pampa Energia, and from 2002 to
2007 he served as the Human Resources Director for EDS Argentina and Chile. As Globant’s Chief People Officer, he is responsible
for overseeing the strategy for talent management and development, along with the creation of organizational capabilities and culture.
Mr. Willi has a bachelor’s degree in political science from the Universidad de Buenos Aires and has completed post-graduate
studies in management and human resources at Cornell University.



Gustavo Barreiro



Mr. Barreiro has been our
Chief Information Officer since July 2012. From 2010 to July 2012, Mr. Barreiro served as our Executive Vice President, Delivery,
managing our delivery partners, staffing, recruiting, project managers, and site managers. As Globant’s Chief Information
Officer, Mr. Barreiro is responsible for our infrastructure team (IT operations and information security), enterprise applications,
and IT services. He holds a bachelor’s degree in industrial engineering from the Universidad de Buenos Aires and a
master’s degree in business administration from the Instituto para el Desarollo Empresario Argentino (IDEA).



Andrés Angelani



Mr. Angelani has been our
Chief Solutions Officer since June 2012. Prior to joining Globant, Mr. Angelani was senior software architect at Electronic Data
Systems, and a research & development director at Synthesis Information Technology, where he created suites of products for
web, mobile, online communities and e-commerce. Since joining Globant in 2004, he has served in a number of capacities in several
key areas of the company, leading our software and game development divisions. Prior to becoming our Chief Solutions Officer, Mr.
Angelani was Senior Vice President in charge of engineering and consulting. As our Chief Solutions Officer, he is responsible to
create high-value customer experiences through the development of our service practices, solutions and consulting engagements.
Mr. Angelani holds a bachelor’s degree in business administration from Universidad de Belgrano .



81







Patricio Pablo Rojo



Mr. Rojo has been our General
Counsel since May 2013. From 2002 to 2006 and from 2007 to 2013, he worked as a corporate and banking law associate at the law
firm of Marval, O’Farrell & Mairal. Between 2006 and 2007, he was an International Associate at the New York office of
Simpson Thacher & Bartlett LLP. Mr. Rojo has a law degree from the Pontificia Universidad Católica Argentina “Santa
María de los Buenos Aires” and has completed post-graduate studies in law and economics at Torcuato Di Tella
University.



Wanda Weigert



Ms. Weigert has been our
Director of Communications and Marketing since 2011. From 2007 to 2011, she served as a communications manager. She joined Globant
in 2005 and worked for two years in the Internet marketing department as a senior consultant. From 2002 to 2005, she worked at
Jota Group, a publishing house where she was responsible for the development of corporate communications tools for different multinational
customers. Ms. Weigert created and supervises Globant’s communications department. As our communications director, she coordinates
Globant’s relationships with the press in Latin America, the United States and the United Kingdom. She is also responsible
for developing both our internal and external communications strategies. Ms. Weigert holds a bachelor’s degree in social
communications from Universidad Austral and she completed her post-graduate studies in marketing at the Pontificia Universidad
Católica Argentina “Santa Maria de los Buenos Aires.”



B. Compensation



Compensation of Board of Directors and Senior Management



The total fixed and variable
remuneration of our directors and senior management for the years ended December 31, 2014, 2013 and 2012 amounted to $3.6 million,
$4.2 million and $2.6 million, respectively.



We adopted an equity incentive
plan in connection with the completion of our initial public offering. See “— 2014 Equity Incentive Plan.” Under
this new plan, we granted to members of our senior management and certain other employees options to purchase 589,000 common shares
at an exercise price equal to the price per share to the public in the initial public offering. In addition, we replaced our existing
variable compensation arrangements with a new short-term incentive plan providing for the payment of cash bonuses based on the
achievement of financial and operating performance measures to be defined.



2014 Equity Incentive Plan



Our board of directors
and shareholders approved and adopted our 2014 Equity Incentive Plan on July 3, 2014. The following description of the plan is
qualified in its entirety by the full text of the plan, which has been filed with the SEC as an exhibit to the registration statement
previously filed in connection with our initial public offering and incorporated by reference herein.



Purpose. We believe
that the plan will promote our long-term growth and profitability by (i) providing key people with incentives to improve shareholder
value and to contribute to our growth and financial success through their future services, and (ii) enabling us to attract, retain
and reward the best-available personnel.



Eligibility; Types of
Awards. Selected employees, officers, directors and other individuals providing bona fide services to us or any of our affiliates,
are eligible for awards under the plan. The administrator of the plan may also grant awards to individuals in connection with hiring,
recruiting or otherwise before the date the individual first performs services; however, those awards will not become vested or
exercisable before the date the individual first performs services. The plan provides for grants of stock options, stock appreciation
rights, restricted or unrestricted stock awards, restricted stock units, performance awards and other stock-based awards, or any
combination of the foregoing.



Common Shares Subject
to the Plan. The number of common shares that we may issue with respect to awards granted under the plan will not exceed an
aggregate of 1,666,667 common shares. This limit will be adjusted to reflect any stock dividends, split ups, recapitalizations,
mergers, consolidations, share exchanges, and similar transactions. If any award, or portion of an award, under the plan expires
or terminates unexercised, becomes unexercisable, is settled in cash without delivery of common shares, or is forfeited or otherwise
terminated or cancelled as to any common shares, the common shares subject to such award will thereafter be available for further
awards under the plan. Common shares used to pay the exercise price of an award or tax obligations will not be available again
for other awards under the plan.



Administration.
The plan is administered by our board of directors or a committee appointed by our board. The administrator has the full authority
and discretion to administer the plan and to take any action that is necessary or advisable in connection with the administration
of the plan, including without limitation the authority and discretion to interpret and construe any provision of the plan or any
agreement or other documents relating to the plan. The administrator’s determinations will be final and conclusive.



82







Awards. The plan
provides for grants of stock options, stock appreciation rights, restricted or unrestricted stock awards, restricted stock units,
performance awards and other stock-based awards.



Stock Options. The
plan allows the administrator to grant incentive stock options, as that term is defined in section 422 of the Internal Revenue
Code, or non-statutory stock options. Only our employees or employees of our subsidiaries may receive incentive stock option awards.
Options must have an exercise price that is at least equal to the fair market value of the underlying common shares on the date
of grant and not lower than the par value of the underlying common shares. The option holder may pay the exercise price in cash
or by check, by tendering common shares, by a combination of cash and common shares, or by any other means that the administrator
approves. The options have a maximum term of ten years; however, the options will expire earlier if the optionee’s service
relationship with the company terminates.



Stock Appreciation Rights.
The plan allows the administrator to grant awards of stock appreciation rights which entitle the holder to receive a payment in
cash, in common shares, or in a combination of both, having an aggregate value equal to the product of the excess of the fair market
value on the exercise date of the underlying common shares over the base price of the common shares specified in the grant agreement,
multiplied by the number of common shares specified in the award being exercised.



Stock Awards. The
plan allows the administrator to grant awards denominated in common shares or other securities, stock equivalent units or restricted
stock units, securities or debentures convertible into common shares or any combination of the foregoing, to eligible participants.
Awards denominated in stock equivalent units will be credited to a bookkeeping reserve account solely for accounting purposes.
The awards may be paid in cash, in common shares or in a combination of common shares or other securities and cash.



Performance Awards.
The plan allows the administrator to grant performance awards including those intended to constitute “qualified performance-based
compensation” within the meaning of Section 162(m) of the U.S. Internal Revenue Code. The administrator may establish performance
goals relating to any of the following, as it may apply to an individual, one or more business units, divisions or subsidiaries,
or on a company-wide basis, and in either absolute terms or relative to the performance of one or more comparable companies or
an index covering multiple companies: revenue; earnings before interest, taxes, depreciation and amortization (EBITDA); operating
income; pre- or after-tax income; cash flow; cash flow per share; net earnings; earnings per share; price-to-earnings ratio; return
on equity; return on invested capital; return on assets; growth in assets; share price performance; economic value added; total
shareholder return; improvement in or attainment of expense levels; improvement in or attainment of working capital levels; relative
performance to a group of companies comparable to the company, and strategic business criteria consisting of one or more objectives
based on the company’s meeting specified goals relating to revenue, market penetration, business expansion, costs or acquisitions
or divestitures. Performance targets may include minimum, maximum, intermediate and target levels of performance, with the size
of the performance-based stock award or the lapse of restrictions with respect thereto based on the level attained.



A performance target may
be stated as an absolute value or as a value determined relative to prior performance, one or more indices, budget, one or more
peer group companies, any other standard selected by the administrator, or any combination thereof. The administrator shall be
authorized to make adjustments in the method of calculating attainment of performance measures and performance targets in recognition
of: (A) extraordinary or non-recurring items; (B) changes in tax laws; (C) changes in accounting policies; (D) charges related
to restructured or discontinued operations; (E) restatement of prior period financial results; and (F) any other unusual, non-recurring
gain or loss that is separately identified and quantified in our financial statements. Notwithstanding the foregoing, the administrator
may, in its sole discretion, modify the performance results upon which awards are based under the plan to offset any unintended
results arising from events not anticipated when the performance measures and performance targets were established.



Change in Control.
In the event of any transaction resulting in a “change in control” of Globant S.A. (as defined in the plan), outstanding
stock options and other awards that are payable in or convertible into our common shares will terminate upon the effective time
of the change in control unless provision is made in connection with the transaction for the continuation, assumption, or substitution
of the awards by the surviving or successor entity or its parent. In the event of such termination, the holders of stock options
and other awards under the plan will be permitted immediately before the change in control to exercise or convert all portions
of such stock options or awards that are exercisable or convertible or which become exercisable or convertible upon or prior to
the effective time of the change in control.



Amendment and Termination.
No award will be granted under the plan after the close of business on the day before the tenth anniversary of the effective date
of the plan. Our board of directors may amend or terminate the plan at any time. Shareholder approval is required to reprice underwater
options.



Director Compensation



Prior to this annual report,
members of our board of directors have received limited cash compensation for their services as directors, except for the reimbursement
of reasonable and documented costs and expenses incurred by directors in connection with attending any meetings of our board of
directors or any committees thereof. Members of our senior management who are members of our board of directors (Messrs. Migoya,
Umaran and Englebienne) have received and will continue receiving cash compensation for their services as executive officers. See
“— Compensation of Board of Directors and Senior Management.” Riverwood Capital, of which Mr. Álvarez-Demalde
is a partner, has received fees from us, as well as reimbursement of reasonable out-of-pocket expenses incurred by it, pursuant
to a services agreement. See “Major Shareholders and Related Party Transactions — Related Party Transactions — Riverwood
Advisory Services Agreement.”



83







In 2014, we paid an aggregate
of $60,000 in director fees to certain members of our board of directors who are considered independent.



Members of our senior management
who are members of our board of directors and the directors who continue to provide services to, or are affiliated with, Riverwood
Capital, WPP and FTV Capital, will not receive compensation from us for their service on our board of directors. Accordingly, Messrs.
Migoya, Umaran, Englebienne, Álvarez-Demalde, Norman and Bernstein will not receive compensation from us for their service
on our board of directors. Only those directors (other than Messrs. Álvarez-Demalde and Bernstein) who are considered independent
directors under the corporate governance rules of the NYSE will be eligible, subject to our shareholders’ approval, to receive
compensation from us for their service on our board of directors. Messrs. Galperin, Odeen and Vázquez and other independent
directors (other than Messrs. Álvarez-Demalde and Bernstein) will be paid quarterly in arrears the following amounts:



| | • | a base annual retainer of $50,000 in cash;
| | - | ------------------------------------------



| | • | an additional annual retainer of $10,000 in cash to the chairman of the audit committee; and
| | - | --------------------------------------------------------------------------------------------



| | • | an additional annual retainer of $5,000 in cash to each of the chairmen of the compensation committee
and the nominating and corporate governance committee.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------



Upon their initial election
to our board of directors, Messrs. Galperin and Mott were granted an option to purchase up to 22,170 of our common shares. We reimburse
directors for reasonable expenses incurred to attend meetings of our board of directors or committees.



Benefits upon Termination of Employment



Neither we nor our subsidiaries
maintain any directors’ service contracts providing for benefits upon termination of service. On December 27, 2012, we entered
into noncompetition agreements with our founders. Under such agreements, the founders agreed that during their employment with
our company, and for a period of two years from the termination of such employment, they will not directly or indirectly perform
any kind of activity or provide any service in other companies that provide the same kinds of services as those provided by us.
In consideration of these noncompetition covenants, the founders will receive compensation equal to 24 times the highest monthly
salary paid to them during the 12-month period immediately preceding the date of termination of their employment. This compensation
will be paid in two equal installments.



Pension, Retirement or Similar Benefits



We do not pay or set aside
any amounts for pension, retirement or other similar benefits for our officers or directors.



| | C. | Board Practices
| | -- | ---------------



Globant S.A. is managed
by our board of directors which is vested with the broadest powers to take any actions necessary or useful to fulfill our corporate
purpose with the exception of actions reserved by law or our articles of association to the general meeting of shareholders. Our
articles of association provide that our board of directors must consist of at least seven members and no more than fifteen members.
Our board of directors meets as often as company interests require.



A majority of the members
of our board of directors present or represented at a board meeting constitutes a quorum, and resolutions are adopted by the simple
majority vote of our board members present or represented. In the case of a tie, the chairman of our board shall have the deciding
vote. Our board of directors may also make decisions by means of resolutions in writing signed by all directors.



Directors are elected by
the general meeting of shareholders, and appointed for a period of up to four years; provided, however, that directors are elected
on a staggered basis, with one-third of the directors being elected each year; and provided, further, that such term may be exceeded
by a period up to the annual general meeting held following the fourth anniversary of the appointment, and each director will hold
office until his or her successor is elected. The general shareholders’ meeting may remove one or more directors at any time,
without cause and without prior notice by a resolution passed by simple majority vote. If our board of directors has a vacancy,
such vacancy may be filled on a temporary basis by a person designated by the remaining members of our board of directors until
the next general meeting of shareholders, which will resolve on a permanent appointment. Any director shall be eligible for re-election
indefinitely.



Within the limits provided
for by law and our articles of association, our board of directors may delegate to one or more directors or to any one or more
persons, who need not be shareholders, acting alone or jointly, the daily management of Globant S.A. and the authority to represent
us in connection with such daily management. Our board of directors may also grant special powers to any person(s) acting alone
or jointly with others as agent of Globant S.A.



84







Our board of directors
may establish one or more committees, including without limitation, an audit committee, a nominating and corporate governance committee
and a compensation committee, and for which it shall, if one or more of such committees are set up, appoint the members, determine
the purpose, powers and authorities as well as the procedures and such other rules as may be applicable thereto.



No contract or other transaction
between us and any other company or firm shall be affected or invalidated by the fact that any one or more of our directors or
officers is interested in, or is a director, associate, officer, agent, adviser or employee of such other company or firm. Any
director or officer who serves as a director, officer or employee or otherwise of any company or firm with which we shall contract
or otherwise engage in business shall not, by reason of such affiliation with such other company or firm only, be prevented from
considering and voting or acting upon any matters with respect to such contract or other business.



Any director having an
interest in a transaction submitted for approval to our board of directors that conflicts with our interest, must inform our board
of directors thereof and to cause a record of his statement to be included in the minutes of the meeting. Such director may not
take part in these deliberations and may not vote on the relevant transaction. At the next general meeting, before any resolution
is put to a vote, a special report shall be made on any transactions in which any of the directors may have had an interest that
conflicts with our interest.



No shareholding qualification
for directors is required.



Any director and other
officer, past and present, is entitled to indemnification from us to the fullest extent permitted by law against liability and
all expenses reasonably incurred or paid by such director in connection with any claim, action, suit or proceeding in which he
is involved as a party or otherwise by virtue of his being or having been a director. We may purchase and maintain insurance for
any director or other officer against any such liability.



No indemnification shall
be provided against any liability to us or our shareholders by reason of willful misconduct, bad faith, gross negligence or reckless
disregard of the duties of a director or officer. No indemnification will be provided with respect to any matter as to which the
director or officer shall have been finally adjudicated to have acted in bad faith and not in our interest, nor will indemnification
be provided in the event of a settlement (unless approved by a court or our board of directors).



Board Committees



Our board of directors
has established an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of
directors may from time to time establish other committees.



Audit Committee



Our audit committee oversees
our corporate accounting and financial reporting process. Among other matters, our audit committee:



| | • | is responsible for the appointment, compensation and retention of our independent auditors and
reviews and evaluates the auditors’ qualifications, independence and performance;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | oversees our auditors’ audit work and reviews and pre-approves all audit and non-audit services
that may be performed by them;
| | - | ------------------------------------------------------------------------------------------------------------------------------



| | • | reviews and approves the planned scope of our annual audit;
| | - | -----------------------------------------------------------



| | • | monitors the rotation of partners of the independent auditors on our engagement team as required
by law;
| | - | --------------------------------------------------------------------------------------------------------



| | • | reviews our financial statements and discusses with management and our independent auditors the
results of the annual audit and the review of our quarterly financial statements;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reviews our critical accounting policies and estimates;
| | - | -------------------------------------------------------



| | • | oversees the adequacy of our accounting and financial controls;
| | - | ---------------------------------------------------------------



| | • | annually reviews the audit committee charter and the committee’s performance;
| | - | -----------------------------------------------------------------------------



| | • | reviews and approves all related-party transactions; and
| | - | --------------------------------------------------------



| | • | establishes and oversees procedures for the receipt, retention and treatment of complaints regarding
accounting, internal controls or auditing matters and oversees enforcement, compliance and remedial measures under our code of
conduct.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The current members of
our audit committee are Messrs. Bernstein, Odeen and Vázquez, with Mr. Vázquez serving as the chairman of our audit
committee and our audit committee financial expert as currently defined under applicable SEC rules. Each of Messrs. Vázquez,
Bernstein and Odeen satisfies the “independence” requirements within the meaning of Section 303A of the corporate governance
rules of the NYSE, but only Messrs. Vázquez and Odeen satisfy the “independence” requirements under Rule 10A-3
under the Exchange Act. We intend to appoint a third audit committee member that meets these independence requirements prior to
the first anniversary of the closing of our initial public offering.



85







On May 13, 2014, our board
of directors adopted a written charter for our audit committee, which is available on our website at http://www.globant.com.



Compensation Committee



Our compensation committee
reviews, recommends and approves policy relating to compensation and benefits of our officers and directors, administers our common
shares option and benefit plans and reviews general policy relating to compensation and benefits. Duties of our compensation committee
include:



| | • | reviewing and approving corporate goals and objectives relevant to compensation of our directors,
chief executive officer and other members of senior management;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | evaluating the performance of the chief executive officer and other members of senior management
in light of those goals and objectives;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



| | • | based on this evaluation, determining and approving the Chief Executive Officer’s compensation
and recommending to our board of directors the proposed compensation of our other members of senior management;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | administering the issuance of common shares options and other awards to members of senior management
and directors under our compensation plans; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reviewing and evaluating, at least annually, the performance of the compensation committee and
its members, including compliance of the compensation committee with its charter.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The current members of
our compensation committee are Mssrs. Álvarez-Demalde, Odeen and Galperin, with Mr. Álvarez-Demalde serving as chairman.
Each of Messrs. Álvarez-Demalde, Odeen and Galperin satisfies the “independence” requirements within the meaning
of Section 303A of the corporate governance rules of the NYSE.



Effective as of July 23,
2014, our board of directors adopted a written charter for our compensation committee, which is available on our website at http://www.globant.com.



Nominating and Corporate Governance
Committee



Our nominating and corporate
governance committee identifies individuals qualified to become directors; recommends to our board of directors director nominees
for each election of directors; develops and recommends to our board of directors criteria for selecting qualified director candidates;
considers committee member qualifications, appointment and removal; recommends corporate governance guidelines applicable to us;
and provides oversight in the evaluation of our board of directors and each committee.



The current members of
our nominating and corporate governance committee are Mssrs. Galperin, Odeen and Vazquez, with Mr. Vazquez serving as chairman.
Each of Messrs. Galperin, Vazquez and Odeen satisfies the “independence” requirements within the meaning of Section
303A of the corporate governance rules of the NYSE.



Effective as of July 23,
2014, our board of directors adopted a written charter for our nominating and corporate governance committee, which is available
on our website at www.globant.com.



Board of Advisors



Our Board of Advisors advises
us regarding market trends and technologies. It is composed of recognized industry executives, none of whom are employed by us.
Our management interacts with members of the Board of Advisors from time to time on matters related to:



| | • | An outside perspective on the business;
| | - | ---------------------------------------



| | • | Guidance on new ideas and opportunities;
| | - | ----------------------------------------



| | • | Strategic planning assistance and input;
| | - | ----------------------------------------



| | • | Networking; and
| | - | ---------------



| | • | Anticipation on market changes and trends.
| | - | ------------------------------------------



Our Board of Advisors does
not have voting or observatory powers on, or over, our board of directors or management. There are no formalized Board of Advisor
meetings, we do not compensate members of the Board of Advisors, and they have no other special powers or functions with respect
to our company. The current members of our Board of Advisors are listed below.



86







Martin Sorrell



Sir Martin Sorrel is CEO
at WPP plc. He joined WPP plc in 1986 as a director, becoming Group Chief Executive in the same year. He is a non-executive director
of Formula One and Alcoa Inc.



Reid Hoffman



Mr. Hoffman is a Partner
at Greylock and Executive Chairman at LinkedIn, the company he co-founded in 2003. Reid currently serves on the board of directors
of Airbnb, Edmodo, Mozilla (Firefox), Shopkick, Swipely and Zynga. He has co-led investments in Coupons.com, Groupon and Viki.



Nick Beim



Mr. Beim is a Partner at
Venrock. He was a General Partner at Matrix Partners. Prior to joining Matrix Partners, Mr. Beim advised and worked with internet,
media, and software companies on strategic, operational and financial issues in the high technology investment banking group at
Goldman, Sachs & Co. and the technology and media group at McKinsey & Co., where he worked with internet, media and software
companies on a variety of strategic, financial and operational issues.



Andrew McLaughlin



Mr. McLaughlin is Chief
Executive Officer at Digg and SVP at Betaworks. Prior to that, he was Vice President at Tumblr. From 2009 to 2011, Mr. McLaughlin
served as a member of President Obama's senior White House staff as Deputy Chief Technology Officer of the United States. Mr. McLaughlin
was also Director of Global Public Policy at Google.



Sal Giambanco



Mr. Giambanco leads the
human capital and operations functions of Omidyar Network. From 2000 to 2009, he served as the Vice President of human resources
and administration for PayPal and eBay Inc. Prior to joining PayPal, Mr. Giambanco worked for KPMG as the national recruiting manager
for the information, communications, high-tech, and entertainment consulting practices, while also leading KPMG’s collegiate
and MBA recruiting programs.



| | D. | Employees
| | -- | ---------



Our Globers



People are one of Globant's
most valuable assets. Attracting and retaining the right employees is critical to the success of our business and is a key factor
in our ability to meet our client's needs and the growth of our client and revenue base.



As of December 31, 2014
and December 31, 2014, 2013 and 2012, on a consolidated basis, we had approximately 3,775, 3,236 and 2,682 employees, respectively.



As of December 31, 2014,
we had approximately 77 Globers, principally at our delivery center located in Rosario, Argentina, who are covered by a collective
bargaining agreement with FAECYS, which is renewed on an annual basis.



The following tables show
our total number of full-time employees as of December 31, 2014 broken down by functional area and geographical location:



|                              |  | Number of Employees |      
|----------------------------- |  | ------------------- | -----
|Technology                    |  |                     | 3,191
|Operations                    |  |                     | 261  
|Sales and marketing           |  |                     | 39   
|Management and administration |  |                     | 284  
|Total                         |  |                     | 3,775



|               |  | Number of Employees |      
|-------------- |  | ------------------- | -----
|Argentina      |  |                     | 2,601
|Brazil         |  |                     | 58   
|Colombia       |  |                     | 303  
|United Kingdom |  |                     | 8    
|Uruguay        |  |                     | 412  
|United States  |  |                     | 183  
|Mexico         |  |                     | 133  
|Peru           |  |                     | 74   
|Spain          |  |                     | 3    
|Total          |  |                     | 3,775



In 2007, we commenced shifting
from a Buenos Aires-centric delivery model to a distributed organization with locations across Argentina, Latin America, and elsewhere.
We believe that decentralizing our workforce and delivery centers improves our access to talent and could mitigate the impact of
IT professionals attrition on our business. Additionally, we provide employees with more choices of where to work, which improves
satisfaction and helps us retain our Globers. We continue to draw talent primarily from Latin America’s abundant skilled
talent base.



87







We believe our relations
with our employees are good and we have not experienced any significant labor disputes or work stoppages.



Recruitment and Retention



We seek employees who embrace
our “think big” core value and are motivated to be part of a leading company that delivers best-in-class innovative
software solutions to leading global companies. We hire highly qualified, experienced IT professionals and recruit students from
leading technical institutions in countries where our delivery centers are based, including: the University of Buenos Aires, the
Technological Institute of Buenos Aires, the National University of Córdoba and the National University of Tucumán
in Argentina; Universidad Estadual de São Paulo, Brazil; and ORT University in Montevideo, Uruguay. Of our employee
base, approximately 95.0% have obtained a university degree or are enrolled in a university while they are employed by our company,
approximately 3.2% have obtained a graduate level degree, and many have specialized industry credentials or licensing, including
in Systems Engineering, Electronic Engineering, Computer Science, Information Systems Administration, Business Administration and
Graphic and Web Design. Since our inception, we believe we have become a preferred employment option for IT university graduates
in the countries where we have operations. Our participation in a broad range of technology seminars and close involvement with
the institutions of higher education in our region help foster our profile among our target audience and contribute to our recruitment
efforts. Our de-centralization strategy has also yielded positive results by expanding and diversifying our sources of talent within
the region.



Employee retention is one
of our main priorities and a key driver of operational efficiency and productivity. We seek to retain top talent by providing the
opportunity to work on cutting-edge projects for world-class clients, a flexible work environment, training and development programs,
and non-traditional benefits. The total attrition rate among our Globers was 20.2%, 22.2% and 20.9% for the years ended December
31, 2014, 2013 and 2012, respectively.



Training and Development



We dedicate significant
resources to the development and professional growth of our employees through training programs, career plans, mentoring, talent
assessment, succession planning and performance management.



Our U-Grow and U-Certificate
programs provide training, continuing education and career development in both soft and technical skills for entry-level and experienced
IT professionals. Through our U-Grow program, we provide instruction in technologies, processes, methodologies and interpersonal
skills to university students while they intern at Globant. The goal of this program is to provide us with a source of junior-level
employees. Our U-Certificate program offers training modules and workshops on technical, delivery and people management to our
existing employees. Boot camps and open-trainings are otherprograms to select, train and
hire talented employees. We also opened a Design Center in La Plata to train university students and graduates in user experience
trends. “Learning on Demand” is the opportunity to learn or improve technical skills through courses, videos and material
we share through our intranet and e-learning platform. We also provide English language training at all of our delivery centers
to maintain and enhance the English language skills of our professionals.



Compensation



We offer our Globers a
compensation package consisting of salary and, for the top five percent of performers, an annual performance bonus. Also, depending
on the Glober’s position, they are eligible to participate in our short term incentive plan, which includes three potential
bonus payments. Based on the Glober’s position, bonus payments under the short term incentive plan are contingent on the
accomplishment of key performance metrics included within three categories of bonuses: (a) the Globant bonus, (b) performance bonus
and (c) customer development bonus. The key performance metrics are (i) our overall revenue and EBITDA for the Globant bonus, (ii)
project/account revenue or project/account gross margin, depending on the Glober’s role, for the performance bonus and (iii)
additional revenue over the project/account quotas for the customer development bonus. We offer our key employees a long-term incentive
program in the form of share-based compensation.



We also offer several non-traditional
benefits including: the option to work from home, subsidized company trips, flex-time policies, extended maternity and paternity
leave, competitive health plans, corporate discount programs, yoga classes, stretching classes, hair stylist appointments and massages,
among others.



| | E. | Share Ownership
| | -- | ---------------



Share Ownership



The total number of shares
of the company beneficially owned by our directors and executive officers, as of the date of this annual report, was 2,878,255
which represents 8.52% of the total shares of the company. See table in “Major Shareholders and Related Party Transactions — Major
Shareholders.”



Share Options



See “— Compensation
— Compensation of Board of Directors and Senior Management — 2014 Equity Incentive Plan.”



88







Item 7. Major Shareholders and Related
Party Transactions



| | A. | Major Shareholders
| | -- | ------------------



The following table sets
forth information regarding beneficial ownership of our common shares as of April 1, 2015, by:



| | • | each of our directors and members of senior management individually;
| | - | --------------------------------------------------------------------



| | • | all directors and members of senior management as a group; and
| | - | --------------------------------------------------------------



| | • | each shareholder whom we know to own beneficially more than 5% of our common shares.
| | - | ------------------------------------------------------------------------------------



As of April 1, 2015, we
had 33,795,473 issued and outstanding common shares. Beneficial ownership for the purposes of the following table is determined
in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of
securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition
thereof, to receive the economic benefit of ownership of the securities, or has the right to acquire such powers within 60 days.
Common shares subject to options, warrants or other convertible or exercisable securities that are currently convertible or exercisable
or convertible or exercisable within 60 days of April 1, 2015 are deemed to be outstanding and beneficially owned by the person
holding such securities. Common shares issuable pursuant to share options or warrants are deemed outstanding for computing the
percentage ownership of the person holding such options or warrants but are not outstanding for computing the percentage of any
other person. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property
laws, the persons named in the table have sole voting and investment power with respect to all of our common shares. As of April
21, 2015, we had 95 holders of record in the United States with approximately 63.67% of our issued and outstanding common shares.



|                                                |  | Number |           |  | Percent | 
|----------------------------------------------- |  | ------ | --------- |  | ------- | 
|Directors and Members of Senior Management:     |  |        |           |  |         | 
|Francisco Álvarez-Demalde (1)                   |  |        | *         |  |         | 
|Bradford Eric Bernstein (2)                     |  |        | *         |  |         | 
|Mario Vazquez (3)                               |  |        | 13,302    |  |         | 
|Philip A. Odeen (4)                             |  |        | 13,302    |  |         | 
|Robert Norman                                   |  |        | —         |  |         | 
|Marcos Galperin (5)                             |  |        | 6,651     |  |         | 
|Timothy Mott (6)                                |  |        | 6,651     |  |         | 
|Martín Migoya (7)                               |  |        | 509,384   |  |         | 
|Martín Umaran (8)                               |  |        | 663,410   |  |         | 
|Guibert Englebienne (9)                         |  |        | 532,384   |  |         | 
|Nestor Nocetti (10)                             |  |        | 604,217   |  |         | 
|Gustavo Barreiro                                |  |        | 84,561    |  |         | 
|Guillermo Marsicovetere                         |  |        | 124,299   |  |         | 
|Alejandro Scannapieco                           |  |        | 105,872   |  |         | 
|Wanda Weigert                                   |  |        | 9,944     |  |         | 
|Guillermo Willi (11)                            |  |        | 103,518   |  |         | 
|Andres Angelani (12)                            |  |        | 86,609    |  |         | 
|Patricio Pablo Rojo (13)                        |  |        | 7,500     |  |         | 
|Natalia Kanefsck (14)                           |  |        | 6,651     |  |         | 
|All executive officers and directors as a group |  |        | 2,878,255 |  |         | 
|*Less than 1%.                                 



|                                         |  | Number |           |  | Percent | 
|---------------------------------------- |  | ------ | --------- |  | ------- | 
|5% or More Shareholders:                 |  |        |           |  |         | 
|Riverwood Capital LLC (15)               |  |        | 3,785,707 |  |         | 
|FTV Partnerships (16)                    |  |        | 3,421,733 |  |         | 
|Riverwood Partnerships (17)              |  |        | 1,791,409 |  |         | 
|WPP Luxembourg Gamma Three S.à.r.l. (18) |  |        | 6,687,548 |  |         | 



| | (1) | Riverwood Capital GP Ltd. is the general partner of Riverwood Capital L.P., which, in turn, is
the general partner of each of Riverwood Capital Partners L.P., Riverwood Capital Partners (Parallel-A) L.P., and Riverwood Capital
Partners (Parallel-B) L.P. (collectively, the “Riverwood Partnerships”). Ironwood Management, LLC (“Ironwood”)
provides management services to Riverwood Capital LLC. Riverwood Strategic Partners, LLC (“Riverwood Strategic Partners”),
for which Ironwood serves as manager, is a member of Riverwood Capital LLC but holds no units and has no capital commitment. Francisco
Álvarez-Demalde is a shareholder of Riverwood Capital GP Ltd., a limited partner of Riverwood Capital L.P, a Managing Director
of Ironwood, and a member of Riverwood Capital LLC and Riverwood Strategic Partners, and has shared voting and dispositive power
together with the natural persons identified in note 18 below with respect to the common shares owned by the Riverwood Partnerships.
Riverwood Capital LLC’s address is 70 Willow Road, Suite 100, Menlo Park, CA 94025.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



89







| | (2) | Consists of the common shares listed in note 17 below which are held of record by FTVentures III,
L.P. and FTVentures III-N, L.P. (together, the “FTV Partnerships”). FTVentures Management III, LLC is the general partner
of each of the FTV Partnerships. Bradford Bernstein is a managing member of FTVentures Management III, LLC and has shared voting
and dispositive power with respect to such common shares with the natural persons identified in note 17 below.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Represent 13,302 common shares issuable upon exercise of vested options.
| | --- | ------------------------------------------------------------------------

| | (4) | Represent 13,302 common shares issuable upon exercise of vested options.
| | --- | ------------------------------------------------------------------------

| | (5) | Represent 6,651 common shares issuable upon exercise of vested options.
| | --- | -----------------------------------------------------------------------

| | (6) | Represent 6,651 common shares issuable upon exercise of vested options.
| | --- | -----------------------------------------------------------------------

| | (7) | Include 307,665 common shares held by a revocable trust formed under New Zealand law (the “Revocable
Migoya Trust Shares”) formed by Mr. Migoya that was established for the benefit of Mr. Migoya, his wife and certain charitable
organizations. Subsequently, the trust transferred its Revocable Migoya Trust Shares to a Uruguayan company wholly owned by the
trust. New Zealand Trust Corporation Limited acts as the independent trustee of the trust. Marcelo Cabrera Errandonea is the sole
director of the Uruguayan company and holds voting and dispositive power over the 307,665 common shares held by such company.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | Include 402,990 common shares held by a revocable trust formed under New Zealand law (the “Revocable
Umaran Trust Shares”) formed by Mr. Umaran that was established for the benefit of Mr. Umaran, his wife and certain charitable
organizations. Subsequently, the trust transferred its Revocable Umaran Trust Shares to a Uruguayan company wholly owned by the
trust. New Zealand Trust Corporation Limited acts as the independent trustee of the trust. Marcelo Cabrera Errandonea is the sole
director of the Uruguayan company and holds voting and dispositive power over the 402,990 common shares held by such company.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (9) | Include 307,665 common shares held by a revocable trust formed under New Zealand law (the “Revocable
Englebienne Trust Shares”) formed by Mr. Englebienne that was established for the benefit of Mr. Englebienne, his wife and
certain charitable organizations. Subsequently, the trust transferred its Revocable Englebienne Trust Shares to a Uruguayan company
wholly owned by the trust. New Zealand Trust Corporation Limited acts as the independent trustee of the trust. Marcelo Cabrera
Errandonea is the sole director of the Uruguayan company and holds voting and dispositive power over the 307,665 common shares
held by such company.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (10) | Include 349,332 common shares held by a revocable trust formed under New Zealand law (the “Revocable
Nocetti Trust Shares”) formed by Mr. Nocetti that was established for the benefit of Mr. Nocetti, his wife and certain charitable
organizations. Subsequently, the trust transferred its Revocable Nocetti Trust Shares to a Uruguayan company wholly owned by the
trust. New Zealand Trust Corporation Limited acts as the independent trustee of the trust. Marcelo Cabrera Errandonea is the sole
director of the Uruguayan company and holds voting and dispositive power over the 349,332 common shares held by such company.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (11) | Represent 9,734 common shares and 93,784 common shares issuable upon exercise of vested options.
| | ---- | ------------------------------------------------------------------------------------------------

| | (12) | Represent 86,609 common shares issuable upon exercise of vested options.
| | ---- | ------------------------------------------------------------------------

| | (13) | Represent 7,500 common shares issuable upon exercise of vested options.
| | ---- | -----------------------------------------------------------------------

| | (14) | Represent 6,651 common shares issuable upon exercise of vested options.
| | ---- | -----------------------------------------------------------------------

| | (15) | Ironwood provides management services to Riverwood Capital LLC. Riverwood Strategic Partners, LLC,
for which Ironwood serves as manager, is a member of Riverwood Capital LLC but holds no units and no capital commitment. Michael
Marks, Chris Varelas and Tom Smach, as the owners of Ironwood, exercise the voting and dispositive power over the common shares
held by Riverwood Capital LLC.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (16) | FTVentures Management III, LLC is the general partner of each of the FTV Partnerships. The FTV
Partnerships share the voting and dispositive power over the 3,810,613 common shares held by them. Bradford Bernstein, Eric Byunn,
Benjamin Cukier, Richard Garman, James Hale, David Haynes, Robert Huret and Christopher Winship, as the managing members of FTVentures
Management III, LLC, have voting and dispositive power with respect to these shares.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (17) | Riverwood Capital GP Ltd. is the general partner of Riverwood Capital L.P., which, in turn, is
the general partner of the Riverwood Partnerships. Michael Marks, Chris Varelas and Tom Smach, as the directors of, and Nicholas
Brathwaite, Francisco Álvarez-Demalde and Jeff Parks, as the managing directors of Riverwood Capital GP Ltd., exercise the
voting and dispositive power over the 1,995,002 common shares held by the Riverwood Partnerships.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (18) | The ultimate parent of WPP Luxembourg Gamma Three S.a r.l. is WPP plc, a company incorporated in
Jersey. Paul W.G. Richardson, Group Finance Director of WPP plc, holds voting and dispositive power over the 6,687,548 common shares
indirectly held by WPP plc.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



90







| | B. | Related Party Transactions
| | -- | --------------------------



Private Placements



January 2012 Financing



On January 18, 2012, our
predecessor IT Outsourcing, S.L. issued and sold an aggregate of 10,685 participation units, plus an option to purchase an additional
3,417 participation units, in a private placement to Endeavor Global, Inc. at a price per unit of $187.20 for total consideration
of $2.0 million.



WPP Investment in Globant



On December 27, 2012, WPP
plc, through its subsidiary WPP purchased 5,458,149 of our shares, from our existing shareholders on a pro rata basis to their
existing ownership, at a purchase price per share of $12.2210, for aggregate consideration of $66.7 million. Additionally, on January
15, 2013, WPP subscribed for an additional 527,638 of our shares from us for total consideration of $6.5 million, which was used
to retire 20% of the existing options to acquire our shares held by certain of our employees and Endeavor Global, Inc.



The parties also agreed
that, upon consummation of an initial public offering at any time prior to June 27, 2014, if the initial public offering price
was lower than 125% of the per share purchase price paid by WPP (as may be adjusted by applicable anti-dilution rights), then the
selling shareholders would transfer to WPP a number of additional Globant shares so as to provide to it an effective entry price
per share equal to an amount no greater than 80% of the initial public offering price. If, however, the initial public offering
price was higher than 125% of the per share purchase price paid by WPP (as the same may be adjusted by applicable anti-dilution
rights), then WPP would deliver to the selling shareholders a number of shares so that its effective entry price per share is an
amount not less than 80% of the initial public offering price. Given that our initial public offering was consummated on July 23,
2014, no additional transfer of shares took place between WPP and the selling shareholders. In connection with the transaction,
WPP acquired certain anti-dilution rights, rights of co-sale, a right of first offer upon a change of control, drag-along rights
on substantially the same terms that apply to our other shareholders and the right to designate one of our directors and an observer
to our board of directors, each of which rights terminated upon effectiveness of the registration statement on Form F-1 filed by
us in connection with the initial public offering of our common shares.



The stock purchase and
subscription agreement contains representations and warranties by the selling shareholders and by us that will survive for thirty
months until June 2015, except for certain fundamental representations and warranties that survive until the expiration of the
applicable statute of limitations. We have agreed to indemnify WPP for breaches of our representations and warranties. In addition,
the selling shareholders have agreed to indemnify WPP for breaches of their and certain of our representations and warranties.
Our indemnification liability for any breach of our representation and warranties shall not exceed in the aggregate $20 million
(except for certain fundamental representations and warranties as to which the limit is $30 million and certain unknown contingency
obligations as to which the limit is $15 million, or in the event of fraud in which case no limit will apply). The indemnification
liability of the selling shareholders for any breach of their or our representations and warranties shall not exceed in the aggregate
$20 million (except for certain fundamental representations and warranties as to which the limit is $30 million and certain unknown
contingency obligations as to which the limit is $15 million, or in the event of fraud in which case no limit will apply).



WPP plc and its subsidiaries
comprise one of the largest marketing communications services businesses in the world. The ordinary shares of WPP plc are traded
in the United States on the Nasdaq Global Select Market in the form of American Depositary Shares, which are evidenced by American
Depositary Receipts. Globant has performed services for a number of WPP companies including JWT, Young & Rubicam, Grey, GroupM,
and Kantar, among others.



WPP’s investment
in us reinforces our position as a new-breed of technology services provider and is expected to enable us to extend the range of
clients served.



Riverwood and FTV Voting Agreement



The Riverwood- and FTV-affiliated
investors in our company were parties to a Voting Agreement dated as of February 23, 2011 (the “Voting Agreement”).
Under the Voting Agreement, as long as the FTV-affiliated investors owned at least 5% of our outstanding equity, the Riverwood-affiliated
investors agreed not to consent to any of the following actions without obtaining the FTV-affiliated investors’ consent:
(i) an amendment to our organizational documents; (ii) a capital increase, equity conversion, reclassification or other similar
transaction pursuant to which the securities to be issued grant the holder thereof a dividend, liquidation or redemption preference
ranking senior or equal to any preferences granted to the FTV-affiliated investors; (iii) any voluntary capital redemption; or
(iv) the incurrence of indebtedness by us or any of our subsidiaries in excess of the greater of (i) $5,000,000, and (ii) the maximum
amount of indebtedness that would cause the ratio of our total net debt to earnings before interest, taxes, depreciation and amortization
to exceed 1.5:1.0 for the last four fiscal quarters.



On December 10, 2012, the
parties to the Voting Agreement entered into a substantially similar new Voting Agreement with respect to their common shares in
Globant.



We have been advised that
the Riverwood- and FTV-affiliated investors terminated the Voting Agreements in its entirety effective upon the closing of our
initial public offering.



91







Riverwood Advisory Services Agreement



On November 14, 2008, IT
Outsourcing, S.L. entered into an agreement with Riverwood Capital LLC for the provision of management and consulting services
to it and its subsidiaries, under which IT Outsourcing, S.L. agreed to pay the advisor an annual fee of $100,000 for five years.
The advisory fee that accrued in favor of Riverwood Capital was $0.1 million in 2012 and $0.1 million in 2011 and in each case
was payable the following year. On December 10, 2012, we assumed the obligations of IT Outsourcing, S.L. under the advisory services
agreement. On June 10, 2014, we and Riverwood Capital confirmed the termination of our fee obligations under the advisory services
agreement.



Registration Rights Agreement



On July 23, 2014, we entered
into a registration rights agreement with Messrs. Migoya, Umaran, Englebienne and Nocetti (collectively, the “Founders”),
Kajur International S.A. (“Kajur”), Mifery S.A. (“Mifery”), Gudmy S.A. (“Gudmy”), Noltur S.A.
(“Noltur”), Etmyl S.A. (“Etmyl”), Ewerzy S.A. (“Ewerzy”), Fudmy Corporation S.A. (“Fudmy”),
Gylcer International S.A. (together with Kajur, Mifery, Gudmy, Noltur, Etmyl, Ewerzy and Fudmy, the “Uruguayan Entities”),
Paldwick S.A., Riverwood Capital LLC, Riverwood Capital Partners (Parallel-B) L.P., Riverwood Capital Partners L.P. and Riverwood
Capital Partners (Parallel-A) (collectively, the “Riverwood Entities”) and the FTV Partnerships and WPP (collectively,
the “Registration Rights Holders”) and Endeavor Global, Inc. and Endeavor Catalyst Inc. The registration rights agreement
replaced the registration rights granted under the Shareholders Agreement and WPP’s joinder agreement. Under the registration
rights agreement, we are responsible, subject to certain exceptions, for the expenses of any offering of our common shares held
by the Registration Rights Holders other than underwriting fees, discounts and selling commissions. Additionally, under the registration
rights agreement we may not grant superior registration rights to any other person without the consent of the Registration Rights
Holders. The registration rights agreement contains customary indemnification provisions.



Demand Registration Rights



Under the registration
rights agreement each of (i) the Riverwood Entities (acting as a group), (ii) the FTV Partnerships (acting as a group), (iii) WPP
and (iv) the Founders and the Uruguayan Entities (acting as a group) and any two of (i) the Riverwood Entities, (ii) the FTV Partnerships,
(iii) WPP and (iv) the Founders and the Uruguayan Entities (acting as a group) may require us to effect a registration under the
Securities Act for the sale of their common shares of our company. We are therefore obliged to effect up to five such demand registrations
in total with respect to the common shares owned by such shareholders. However, we are not obliged to effect any such registration
when (1) the request for registration does not cover that number of common shares with an anticipated gross offering price of at
least $10.0 million, or (2) the amount of common shares to be sold in such registration represents more than 15% of our share capital.
If we have been advised by legal counsel that such registration would require a special audit or the disclosure of a material impending
transaction or other matter and our board of directors determines reasonably and in good faith that such disclosure would have
a material adverse effect on us, we have the right to defer such registration, not more than once in any 12-month period, for a
period of up to 90 days. We will not be required to effect a demand registration if we intend to effect a primary registration
of our securities within 60 days of receiving notice of a demand registration, provided that we file such intended registration
statement within the 60-day period. Additionally, we will not be required to effect a demand registration during the period beginning
with the date of filing of, and ending 120 days following the completion of, a primary registered offering of our securities, except
if any of the Registration Rights Holders had requested “piggyback” registration rights in connection with such offering.
In any such demand registration, the managing underwriter will be selected by the majority of the shareholders exercising the demand.



Shelf Registration Rights



We will use commercially
reasonable efforts to qualify and remain qualified to register securities pursuant to Form F-3, and each Registration Rights Holder
may make one written request that we register the offer and sale of their common shares on a shelf registration statement on Form
F-3 if we are eligible to file a registration statement on Form F-3 so long as the request covers at least that number of common
shares with an anticipated aggregate offering sale of at least $5,000,000.



Piggyback Registration Rights



If we propose to register
for sale to the public any of our securities, in connection with the public offering of such securities, the Registration Rights
Holders will be entitled to certain “piggyback” registration rights in connection with such public offering, allowing
them to include their common shares in such registration, subject to certain limitations. As a result, whenever we propose to file
a registration statement under the Securities Act, other than with respect to (1) a registration related to a company equity incentive
plan and (2) a registration related to the exchange of securities in certain corporate reorganizations or certain other transactions
or in other instances where a form is not available for registering securities for sale to the public, the Registration Rights
Holders will be entitled to written notice of the registration and will have the right, subject to limitations that the underwriters
may impose on the number of common shares included in the registration, to include their common shares in the registration.



Termination



As to each party to the
Registration Rights Agreement, the rights of such party thereunder terminate upon the earlier to occur of the fifth anniversary
of the date of the agreement or the date upon which the percentage of our total outstanding common shares held by such party ceases
to be at least one percent.



92







Tag-Along Agreement



On July 23, 2014, the Founders,
the Uruguayan Entities, Paldwick S.A., the Riverwood Entities, the FTV Partnerships, Endeavor Global, Inc. and Endeavor Catalyst
Inc. (collectively, the “Selling Shareholders”) entered into a tag-along agreement pursuant to which if, during a period
of four years as from the date this registration statement was declared effective by the U.S. Securities and Exchange Commission,
any of the Selling Shareholders proposes to make a transfer of our shares to any other Selling Shareholder or WPP, each of (i)
the Founders and the Uruguayan Entities (individually and/or acting as a group), (ii) the RW Entities (individually and/or acting
as a group), (iii) the FTV Partnerships (individually and/or acting as a group), and (v) Endeavor, shall have the right to participate
in such sale with respect to any shares held by them on a pro rata basis, and on the same terms and conditions and the same total
consideration, as those offered to the corresponding Selling Shareholder in the applicable transfer.



Equityholders Additional Agreement



On May 7, 2012, IT Outsourcing,
S.L. entered into the Equityholders Additional Agreement with the founders, Riverwood Capital LLC, RW Holdings S.à. r.l.,
ITO Holdings S.à. r.l. and Endeavor Global, Inc. (the “Equityholders Additional Agreement”). Under the
Equityholders Additional Agreement, among other things, we have agreed to provide to any of the parties (and any direct or indirect
equityholder directly or indirectly affiliated with a party) that makes a “gain recognition election” under U.S. Treasury
Regulation Section 1.367(a)-8T with respect to our conversion to a sociedad anónima or the reorganization of any
interest in us owned by an equityholder directly or indirectly affiliated with a party an annual certification that a triggering
event has or has not occurred for purposes of such election. “Triggering event” is defined to include, without limitation,
a transfer of all or a portion of the stock of a company or corporation owned by us at the time of such conversion, or the disposition
of substantially all of the assets of any such company or corporation, subject to certain exceptions that generally apply to transfers
that are tax-free under U.S. income tax rules. We are required to make this certification for each fiscal year ending on or before
the close of the fifth fiscal year after the end of the fiscal year in which the conversion or reorganization occurs.



In addition, until the
close of the fifth fiscal year after the end of the fiscal year in which the conversion or reorganization occurs, with respect
to a party or any direct or indirect equityholder directly or indirectly affiliated with a party that has made a gain recognition
election as described above, we agreed that we would not sell, exchange or otherwise dispose of any of the stock, or of substantially
all the assets, of any subsidiary that is treated as a foreign corporation for U.S. federal income tax purposes as of the date
of our conversion to a sociedad anónima, unless we receive either an (i) approval from that equityholder, or (ii)
an opinion of U.S. tax counsel reasonably satisfactory to that direct or indirect equityholder, to the effect that the disposition
will not be a triggering event for purposes of the gain recognition election.



On December 10, 2012, in
connection with the holding company reorganization completed on that date as described above under “Summary — Organizational
Structure,” we entered into a Shareholders Additional Agreement with the parties to the Equityholders Additional Agreement.
The Shareholders Additional Agreement contains substantially the same provisions as the Equityholders Additional Agreement, making
those provisions applicable to us as though we had been a party to the Equityholders Additional Agreement when it was entered into.



Noncompetition Agreements



On December 27, 2012, we
entered into noncompetition agreements with our founders. Under such agreements, the founders agreed that during their period of
service to our company, and for a period of two years from the termination of such service, they will not directly or indirectly
perform any kind of activity or provide any service in other companies that provide the same kinds of services as those provided
by us. In consideration of these noncompetition covenants, the founders will receive compensation equal to 24 times the highest
monthly compensation paid to them during the 12-month period immediately preceding the date of termination of their service to
us. This compensation will be paid in two equal installments.



Other Related-Party Transactions



Until December 21, 2012,
we purchased services related to travel and lodging from Globers S.A., an entity that was acquired by us on December 21, 2012.
Prior to that date, Globers S.A. was 100% owned by Messrs. Migoya, Nocetti, Umaran and Englebienne, each of whom is a member of
our senior management team. The total amount incurred for services purchased from Globers S.A. during the year ended December 31,
2012 was $4.3 million. With effect from the date of our acquisition of Globers S.A., the related-party nature of such purchases
of services has been eliminated, and revenues and expenses from such transactions are eliminated in consolidation.



During 2012, our predecessor,
Globant Spain, paid a total of $0.2 million of expenses on behalf of certain of its shareholders, which are recorded in other receivables
as of December 31, 2013.



For a summary of our revenue
and expenses and receivables and payables with related parties, please see note 21 to our audited consolidated financial statements.



93







Procedures for Related Party Transactions



On July 23, 2014, we adopted
a written code of business conduct and ethics for our company, which is publicly available on our website at www.globant.com
.. The code of conduct and ethics was not in effect when we entered into the related party transactions discussed above. Under our
code of business conduct and ethics, our employees, officers and directors are discouraged from entering into any transaction that
may cause a conflict of interest for us. In addition, they must report any potential conflict of interest, including related party
transactions, to their managers or our corporate counsel who then will review and summarize the proposed transaction for our audit
committee. Pursuant to its charter, our audit committee is required to then approve any related-party transactions, including those
transactions involving our directors. In approving or rejecting such proposed transactions, the audit committee is required to
consider the relevant facts and circumstances available and deemed relevant to the audit committee, including the material terms
of the transactions, risks, benefits, costs, availability of other comparable services or products and, if applicable, the impact
on a director’s independence. Our audit committee will approve only those transactions that, in light of known circumstances,
are in, or are not inconsistent with, our best interests, as our audit committee determines in the good faith exercise of its discretion.



| | C. | Interests of Experts and Counsel
| | -- | --------------------------------



Not applicable.



Item 8. Financial Information



| | A. | Consolidated statements and other financial information.
| | -- | --------------------------------------------------------



We have included the Consolidated
Financial Statements as part of this annual report. See Item 18, “Financial Statements.”



Legal Proceedings



In the ordinary course
of our business, we are subject to certain contingent liabilities with respect to existing potential claims, lawsuits and other
proceedings, including those involving tax and labor lawsuits and other matters. We accrue liabities when it is probable that future
costs will be incurred and such cost can be reasonably estimated.



In Argentina, we are engaged
in several legal proceedings, including tax and labor lawsuits. In the opinion of our management, the ultimate disposition of any
threatened or pending matters, either individually or on a combined basis, will not have a material effect on our financial condition,
liquidity or results of operations.



On February 10, 2012, FAECYS
filed a lawsuit against our principal Argentine subsidiary, Sistemas Globales, in which FAECYS is demanding the application of
its collective labor agreement to the employees of that subsidiary. According to FAECYS’s claim, Sistemas Globales should
have withheld and transferred to FAECYS an amount of 0.5% of the gross monthly salaries of Sistemas Globales’s employees
from October 2006 through October 2011. Furthermore, FAECYS' claim may be increased to cover withholdings from October 2006 through
the date of a future judgment. Although we believe Sistemas Globales has meritorious defenses to this lawsuit, we cannot
assure you what the ultimate outcome of this matter will be. In the opinion of our management and our legal advisers, an adverse
outcome from this claim is not probable. Consequently, no amount has been accrued at December 31, 2014. Management estimates that
the amount of possible loss as of December 31, 2014 ranges between $0.9 million and $1.0 million, including legal costs and expenses.
As of December 31, 2014, we were also party in certain labor claims where the risk of loss is considered probable for which an
amount of $0.8 million has been accrued as of December 31, 2014. The final resolution of these claims is not likely to have a material
effect on our financial position or results of operations.



Dividend Policy



We currently anticipate
that we will retain all available funds for use in the operation and expansion of our business, and do not anticipate paying any
dividends in the foreseeable future.



Under Luxembourg law, at
least 5% of our net income per year must be allocated to the creation of a legal reserve until such reserve has reached an amount
equal to 10% of our issued share capital. If the legal reserve subsequently falls below the 10% threshold, 5% of net income again
must be allocated toward the reserve until such reserve returns to the 10% threshold. If the legal reserve exceeds 10% of our issued
share capital, the legal reserve may be reduced. The legal reserve is not available for distribution.



We are a holding company
and have no material assets other than ownership of shares in Spain Holdco, and their direct and indirect ownership of our operating
subsidiaries. Spain Holdco is a holding entity with no material assets other than their direct and indirect ownership of shares
in our operating subsidiaries. If we were to distribute a dividend at some point in the future, we would cause the operating subsidiaries
to make distributions to Spain Holdco which in turn would make distributions to us in an amount sufficient to cover any such dividends.



| | B. | Significant Changes
| | -- | -------------------





On March 30, 2015 the Company closed its
secondary public offering of 3,473,382 common shares by certain of its shareholders. The common shares were sold to the public
at a price of $18.50 per share. The Company did not receive any proceeds from the sale of common shares by the selling shareholders.



On March 26, 2015, the registration for our subsidiary, Sistemas
Globales S.A., was accepted by the National Registry of Software Producers. On April 17, 2015, the registrations for our subsidiaries,
Huddle Group S.A. and IAFH Global S.A., were accepted by the National Registry of Software Producers. See “Information on
the Company — Business Overview — Regulatory Overview — Argentine Taxation” for further details



94







Item 9. The Offer and Listing.



| | A. | Offering and listing details.
| | -- | -----------------------------



Our ordinary shares began
trading on the NYSE under the symbol “GLOB” in connection with our IPO on July 18, 2014. Before then, there was no
public market for our ordinary shares. The following table sets forth, for the periods indicated, the high and low closing prices
of our ordinary shares as reported by the NYSE since July 18, 2014.



|Period             |  | High |       |  | Low | 
|------------------ |  | ---- | ----- |  | --- | 
|2014               |  |      |       |  |     | 
|July 18 – July 31  |  |      | 12.99 |  |     | 
|August             |  |      | 13.25 |  |     | 
|September          |  |      | 14.78 |  |     | 
|October            |  |      | 14.19 |  |     | 
|November           |  |      | 14.31 |  |     | 
|December           |  |      | 15.85 |  |     | 
|2015               |  |      |       |  |     | 
|January            |  |      | 15.50 |  |     | 
|February           |  |      | 16.89 |  |     | 
|March              |  |      | 22.37 |  |     | 
|April 1 – April 24 |  |      | 25.71 |  |     | 



As of March 17, 2015,
we had 173 holders of record of our common shares.



| | B. | Plan of Distribution
| | -- | --------------------



Not applicable.



| | C. | Markets
| | -- | -------



Our ordinary shares began
trading on the NYSE under the symbol “GLOB” in connection with our IPO on July 18, 2014.” See “ — Offering
and Listing Details”



| | D. | Selling Shareholders
| | -- | --------------------



Not applicable.



| | E. | Dilution
| | -- | --------



Not applicable.



| | F. | Expenses of the Issue
| | -- | ---------------------



Not applicable.



Item 10. Additional Information.



| | A. | Share capital
| | -- | -------------



Not applicable.



| | B. | Memorandum and Articles of Association
| | -- | --------------------------------------



The following is a summary
of some of the terms of our common shares, based on our articles of association.



The following summary is
not complete and is subject to, and is qualified in its entirety by reference to, the provisions of our articles of association,
which were included as an exhibit to our registration statement filed with the SEC on July 3, 2014, and applicable Luxembourg law,
including Luxembourg Corporate Law.



General



We are a Luxembourg joint
stock company (société anonyme) and our legal name is “Globant S.A.” We were incorporated on December
10, 2012. We are registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés
de Luxembourg) under number B 173 727 and have our registered office at 5 rue Guillaume Kroll, L-1882, Grand Duchy of
Luxembourg.



95







Share Capital



As of December 31, 2014,
our issued share capital was $40.598.350,80, represented by 33,831,959 common shares with a nominal value of $1.20 each, of which
228,059 were treasury shares held by us.



We had an authorized share
capital, excluding the issued share capital, of 4,184,864.60 consisting of 3,487,387 common shares with a nominal value of $1.20
each.



Our shareholders’
meeting has authorized our board of directors to issue common shares within the limits of the authorized share capital at such
times and on such terms as our board of directors may decide during a period of five years from the date of effectiveness of our
revised articles of association, and ending on the fifth anniversary of the date of publication of the minutes of the extraordinary
shareholders’ meeting which recorded the effectiveness of our revised articles of association in the Luxembourg Official
Gazette (Mémorial C Recueil des Sociétés et Associations), which publication occurred on October 7,
2014 and which period may be renewed. Accordingly, our board of directors may issue up to 3,197,333 common shares until such date.
We currently intend to seek renewals and/or extensions as required from time to time.



Our authorized share capital
is determined by our articles of association, as amended from time to time, and may be increased or reduced by amending the articles
of association by approval of the requisite two-thirds majority of the votes at a quorate extraordinary general shareholders’
meeting. Under Luxembourg law, our shareholders have no obligation to provide further capital to us.



Under Luxembourg law, our
shareholders benefit from a pre-emptive subscription right on the issuance of common shares for cash consideration. However, our
shareholders have, in accordance with Luxembourg law, waived and suppressed, and have authorized our board of directors to waive,
suppress or limit any pre-emptive subscription rights of shareholders provided by law to the extent our board of directors deems
such waiver, suppression or limitation advisable for any issue or issues of common shares within the scope of our authorized unissued
share capital. Such common shares may be issued above, at or below market value as well as above, at or below nominal value by
way of incorporation of available reserves (including premium).



Form and Transfer of Common Shares



Our common shares are issued
in registered form only and are freely transferable under Luxembourg law and our articles of association. Luxembourg law does not
impose any limitations on the rights of Luxembourg or non-Luxembourg residents to hold or vote our common shares.



Under Luxembourg law, the
ownership of registered shares is established by the inscription of the name of the shareholder and the number of shares held by
him or her in the shareholder register. Transfers of common shares not deposited into securities accounts are effective towards
us and third parties either through the recording of a declaration of transfer into the register of shares, signed and dated by
the transferor and the transferee or their representatives or by us, upon notification of the transfer to, or upon the acceptance
of the transfer by, us. Should the transfer of common shares not be recorded accordingly, the shareholder is entitled to enforce
his or her rights by initiating the relevant proceedings before the competent courts of Luxembourg.



In addition, our articles
of association provide that our common shares may be held through a securities settlement system or a professional depositary of
securities. The depositor of common shares held in such manner has the same rights and obligations as if such depositor held the
common shares directly. Common shares held through a securities settlement system or a professional depositary of securities may
be transferred from one account to another in accordance with customary procedures for the transfer of securities in book-entry
form. However, we will make dividend payments (if any) and any other payments in cash, common shares or other securities (if any)
only to the depositary recorded in the register or in accordance with its instructions.



Issuance of Common Shares



Pursuant to Luxembourg
Corporate Law, the issuance of common shares requires the amendment of our articles of association by the approval of the requisite
two-thirds majority of the votes at a quorate extraordinary general shareholders’ meeting. However, the general meeting may
approve an authorized share capital and authorize our board of directors to issue common shares up to the maximum amount of such
authorized unissued share capital for a period ending five years from the date of publication in the Luxembourg Official Gazette
(Mémorial C Recueil des Sociétés et Associations) of the minutes of the relevant general meeting approving
such authorization. The general meeting may amend or renew such authorized share capital and such authorization of our board of
directors to issue common shares.



We have an authorized share
capital, excluding the issued share capital, of 4,058,079.80 and our board of directors is authorized to issue up to 3,381,733
common shares (subject to stock splits, consolidation of common shares or like transactions) with a nominal value of $1.20 per
common share.



Our articles provide that
no fractional shares shall be issued or exist.



96







Pre-emptive Rights



Unless limited, waived
or cancelled by our board of directors in the context of the authorized unissued share capital or by an extraordinary general meeting
of shareholders pursuant to the provisions of the articles of association relating to amendments thereof, holders of our common
shares have a pro rata pre-emptive right to subscribe for any new common shares issued for cash consideration. Our articles provide
that pre-emptive rights can be waived, suppressed or limited by our board of directors for a period from the date of the effectiveness
of the relevant decision of the extraordinary general meeting of shareholders held on June 18, 2014, and ending on the fifth anniversary
of the date of publication in the Luxembourg Official Gazette of the minutes of such shareholders’ meeting, which recorded
the effectiveness of the decision of the extraordinary general meeting of shareholders held on June 18, 2014 (which publication
occurred on October 7, 2014), in the event of an increase of the issued share capital by our board of directors within the limits
of the authorized unissued share capital.



Repurchase of Common Shares



We cannot subscribe for
our own common shares. We may, however, repurchase issued common shares or have another person repurchase issued common shares
for our account, subject to the following conditions:



| | • | the repurchase complies with the principle of equal treatment of all shareholders;
| | - | ----------------------------------------------------------------------------------



| | • | prior authorization by a simple majority vote at an ordinary general meeting of shareholders is
granted, which authorization sets forth the terms and conditions of the proposed repurchase, including the maximum number of common
shares to be repurchased, the duration of the period for which the authorization is given (which may not exceed five years) and,
in the case of a repurchase for consideration, the minimum and maximum consideration per common share;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the repurchase does not reduce our net assets (on a non-consolidated basis) to a level below the
aggregate of the issued share capital and the reserves that we must maintain pursuant to Luxembourg law or our articles of association;
and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | only fully paid-up common shares are repurchased.
| | - | -------------------------------------------------



No prior authorization
by our shareholders is required for us to repurchase our own common shares if:



| | • | we are in imminent and severe danger, in which case our board of directors must inform the general
meeting of shareholders held subsequent to the repurchase of common shares of the reasons for, and aim of such repurchase, the
number and nominal value of the common shares repurchased, the fraction of the share capital such repurchased common shares represented
and the consideration paid for such shares; or
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the common shares are repurchased by us or by a person acting for our account in view of a distribution
of the common shares to our employees.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



On June 18, 2014, the general
meeting of shareholders according to the conditions set forth in article 49.2 of Luxembourg Corporate Law granted our board of
directors the authorization to repurchase up to a maximum number of shares representing 20% of the issued share capital immediately
after the closing of our initial public offering for a net purchase price being (i) no less than 50% of the lowest stock price
and (ii) no more than 50% above the highest stock price, in each case being the closing price, as reported by the New York City
edition of the Wall Street Journal, or, if not reported therein, any other authoritative sources to be selected by our board of
directors, over the ten trading days preceding the date of the purchase (or the date of the commitment to the transaction). The
authorization is valid for a period ending five years from the date of the general meeting or the date of its renewal by a subsequent
general meeting of shareholders. Pursuant to such authorization, our board of directors is authorized to acquire and sell our common
shares under the conditions set forth in the minutes of such general meeting of shareholders. Such purchases and sales may be carried
out for any purpose authorized by the general meeting of Globant S.A.



Capital Reduction



Our articles of association
provide that our issued share capital may be reduced by a resolution adopted by the requisite two-thirds majority of the votes
at a quorate extraordinary general shareholders’ meeting. If the reduction of capital results in the capital being reduced
below the legally prescribed minimum, the general meeting of the shareholders must, at the same time, resolve to increase the capital
up to the required level.



General Meeting of Shareholders



Any regularly constituted
general meeting of our shareholders represents the entire body of shareholders.



Each of our common shares
entitles the holder thereof to attend our general meeting of shareholders, either in person or by proxy, to address the general
meeting of shareholders and to exercise voting rights, subject to the provisions of Luxembourg law and our articles of association.
Each common share entitles the holder to one vote at a general meeting of shareholders. Our articles of association provide that
our board of directors shall adopt as it deems fit all other regulations and rules concerning the attendance to the general meeting.



97







Our articles of association
provide that our board of directors may determine a date and time preceding the general meeting of shareholders (the “Record
Date”), which may not be less than five days before the date of a general meeting. Any shareholder who wishes to attend the
general meeting must inform us of his intent to so attend no later than three business days prior to the date of the general meeting,
in a manner to be determined by our board of directors in the notice convening the general meeting of the shareholders. In the
case of common shares held through the operator of a securities settlement system or with a depositary, or sub-depositary designated
by such depositary, a shareholder wishing to attend a general meeting of shareholders should receive from such operator or depositary
a certificate certifying the number of common shares recorded in the relevant account on the Record Date and that such common shares
are blocked until the closing of the general meeting to which it relates. The certificate should be submitted to us at our registered
office no later than three business days prior to the date of such general meeting. In the event that the shareholder votes by
means of a proxy, the proxy must be deposited at our registered office at the same time or with any of our agents duly authorized
to receive such proxies. Our board of directors may set a shorter period for the submission of the certificate or the proxy.



A shareholder may act at
any general meeting of shareholders by appointing in writing another person (who need not be a shareholder) as his proxy by a signed
document transmitted by mail, fax or other means authorized by our board of directors. Any shareholder may vote at a general meeting
of shareholders by using our voting forms. Our articles of association provide that we will only take into account voting forms
received no later than three business days prior to the date of the general meeting. Our board of directors may set a shorter period
for the submission of the proxy.



General meetings of shareholders
shall be convened in accordance with the provisions of our articles of association and Luxembourg Corporate Law. Such law provides
inter alia that convening notices for every general meeting shall contain the agenda of the meeting and shall take the form of
announcements published twice, with a minimum interval of eight days between publication and at least eight days before the meeting,
in the Luxembourg Official Gazette (Mémorial C Recueil des Sociétés et Associations) and in a Luxembourg
newspaper. Notices by mail shall also be sent eight days before the meeting to registered shareholders but no proof need be given
that this formality has been complied with. Where all the common shares are in registered form, the convening notices may be made
only by registered letters.



In case an extraordinary
general meeting of shareholders is convened to enact an extraordinary resolution (see below under “— Voting Rights”
for further background information) and if such meeting is not quorate and a second meeting is convened, the second meeting will
be convened by means of notices published twice, with a minimum interval of fifteen days between publication and at least fifteen
days before the meeting, in the Luxembourg Official Gazette (Mémorial C Recueil des Sociétés et Associations)
and in two Luxembourg newspapers. Such convening notice shall reproduce the agenda and indicate the date and the results of the
previous meeting.



Pursuant to our articles
of association, if all shareholders are present or represented at a general meeting of shareholders and state that they have been
informed of the agenda of the meeting, the general meeting of shareholders may be held without prior notice.



Our annual general meeting
is held in Luxembourg, at the registered office of the company or such other place as specified in the convening notice of the
meeting on the third Friday of April of each year at 11:00 AM local time. If that day is a legal holiday in Luxembourg, the meeting
will be held on the next following Luxembourg business day.



Luxembourg law and our
articles of association provide that our board of directors is obliged to convene a general meeting of shareholders if shareholders
representing, in the aggregate, 10% of the issued share capital so request in writing with an indication of the meeting agenda.
In such case, the general meeting of shareholders must be held within one month of receipt of the request. Luxembourg law provides
that if the requested general meeting of shareholders is not held within one month, shareholders representing, in the aggregate,
10% of the issued share capital may petition the competent president of the district court in Luxembourg to have a court appointee
convene the meeting. Luxembourg law and our articles of association provide that shareholders representing, in the aggregate, 10%
of the issued share capital may request that additional items be added to the agenda of a general meeting of shareholders. That
request must be received by registered mail sent to the registered office of the company at least five business days before the
general meeting of shareholders.



Voting Rights



Each share entitles the
holder thereof to one vote at a general meeting of shareholders.



Luxembourg law distinguishes
ordinary resolutions and extraordinary resolutions.



Extraordinary resolutions
relate to proposed amendments to the articles of association and certain other limited matters. All other resolutions are ordinary
resolutions.



Ordinary Resolutions. Pursuant
to our articles of association and Luxembourg Corporate Law, ordinary resolutions shall be adopted by a simple majority of votes
validly cast on such resolution at a general meeting. Abstentions and nil votes will not be taken into account.



Extraordinary Resolutions.
Extraordinary resolutions are required for any of the following matters, among others: (a) an increase or decrease of the authorized
capital or issued share capital, (b) a limitation or exclusion of preemptive rights, (c) approval of a merger (fusion) or de-merger
(scission), (d) dissolution and (e) an amendment to our articles of association. Pursuant to Luxembourg law and our articles of
association, for any extraordinary resolutions to be considered at a general meeting, the quorum must generally be at least half
(50%) of our issued share capital. Any extraordinary resolution shall generally be adopted at a quorate general meeting upon a
two-thirds majority of the votes validly cast on such resolution. In case such quorum is not reached, a second meeting may be convened
by our board of directors in which no quorum is required, and which must generally still approve the amendment with two-thirds
of the votes validly cast. Abstentions and nil votes will not be taken into account.



98







Change in nationality.
Pursuant to Luxembourg law, we may only change our nationality with the unanimous consent of all shareholders. Moreover, if we
have bondholders, the bondholders must generally approve the change of nationality at a general meeting with a quorum of at least
half of the bonds issued and the resolution must be adopted by a two-thirds majority of the bondholder votes validly cast.



Appointment and Removal
of Directors. Members of our board of directors are elected by ordinary resolution at a general meeting of shareholders. Under
the articles of association, all directors are elected for a period of up to four years. Any director may be removed with or without
cause and with or without prior notice by a simple majority vote at any general meeting of shareholders. The articles of association
provide that, in case of a vacancy, our board of directors may fill such vacancy on a temporary basis by a person designated by
the remaining members of our board of directors until the next general meeting of shareholders, which will resolve on a permanent
appointment. The directors shall be eligible for re-election indefinitely.



Neither Luxembourg law
nor our articles of association contain any restrictions as to the voting of our common shares by non-Luxembourg residents.



Amendment to the Articles of Association



Shareholder Approval
Requirements. Luxembourg law requires that an amendment to our articles of association generally be made by extraordinary resolution.
The agenda of the general meeting of shareholders must indicate the proposed amendments to the articles of association.



Pursuant to Luxembourg
Corporate Law and our articles of association, for an extraordinary resolution to be considered at a general meeting, the quorum
must generally be at least 50% of our issued share capital. Any extraordinary resolution shall be adopted at a quorate general
meeting (save as otherwise provided by mandatory law) upon a two-thirds majority of the votes validly cast on such resolution.
If the quorum of 50% is not reached at this meeting, a second general meeting may be convened, in which no quorum is required,
and may approve the resolution at a majority of two-third of votes validly cast.



Formalities. Any resolutions
to amend the articles of association or to approve a merger, de-merger or dissolution must be taken before a Luxembourg notary
and such amendments must be published in accordance with Luxembourg law.



Merger and Division



A merger by absorption
whereby one Luxembourg company, after its dissolution without liquidation, transfers to another company all of its assets and liabilities
in exchange for the issuance of common shares in the acquiring company to the shareholders of the company being acquired, or a
merger effected by transfer of assets to a newly incorporated company, must, in principle, be approved at a general meeting of
shareholders by an extraordinary resolution of the Luxembourg company, and the general meeting of shareholders must be held before
a notary. Further conditions and formalities under Luxembourg law are to be complied with in this respect.



Liquidation



In the event of our liquidation,
dissolution or winding-up, the assets remaining after allowing for the payment of all liabilities will be paid out to the shareholders
pro rata according to their respective shareholdings. Generally, the decisions to liquidate, dissolve or wind-up require the passing
of an extraordinary resolution at a general meeting of our shareholders, and such meeting must be held before a notary.



No Appraisal Rights



Neither Luxembourg law
nor our articles of association provide for any appraisal rights of dissenting shareholders.



Distributions



Subject to Luxembourg law,
if and when a dividend is declared by the general meeting of shareholders or an interim dividend is declared by our board of directors,
each common share is entitled to participate equally in such distribution of funds legally available for such purposes. Pursuant
to our articles of association, our board of directors may pay interim dividends, subject to Luxembourg law.



Declared and unpaid distributions
held by us for the account of the shareholders shall not bear interest. Under Luxembourg law, claims for unpaid distributions will
lapse in our favor five years after the date such distribution became due and payable.



99







Any amount payable with
respect to dividends and other distributions declared and payable may be freely transferred out of Luxembourg, except that any
specific transfer may be prohibited or limited by anti-money laundering regulations, freezing orders or similar restrictive measures.



Annual Accounts



Under Luxembourg law, our
board of directors must prepare annual accounts and consolidated accounts. Except in some cases provided for by Luxembourg Law,
our board of directors must also annually prepare management reports on the annual accounts and consolidated accounts. The annual
accounts, the consolidated accounts, the management report and the auditor’s reports must be available for inspection by
shareholders at our registered office at least 15 calendar days prior to the date of the annual ordinary general meeting of shareholders.



The annual accounts and
consolidated accounts are audited by an approved statutory auditor (réviseur d’entreprises agréé).



The annual accounts and
the consolidated accounts, after approval by the annual ordinary general meeting of shareholders, will be filed with the Luxembourg
Trade and Companies Register (Registre de Commerce et des Sociétés of Luxembourg).



Information Rights



Luxembourg law gives shareholders
limited rights to inspect certain corporate records 15 calendar days prior to the date of the annual ordinary general meeting of
shareholders, including the annual accounts with the list of directors and auditors, the consolidated accounts, the notes to the
annual accounts and the consolidated accounts, a list of shareholders whose common shares are not fully paid up, the management
reports and the auditor’s report.



In addition, any registered
shareholder is entitled to receive a copy of the annual accounts, the consolidated accounts, the auditor’s reports and the
management reports free of charge prior to the date of the annual ordinary general meeting of shareholders.



Under Luxembourg law, it
is generally accepted that a shareholder has the right to receive responses to questions concerning items on the agenda for a general
meeting of shareholders, if such responses are necessary or useful for a shareholder to make an informed decision concerning such
agenda item, unless a response to such questions could be detrimental to our interests.



Board of Directors



Globant S.A. is managed
by our board of directors which is vested with the broadest powers to take any actions necessary or useful to fulfill our corporate
purpose with the exception of actions reserved by law or our articles of association to the general meeting of shareholders. Our
articles of association provide that our board of directors must consist of at least seven members and no more than fifteen members.
Our board of directors meets as often as company interests require.



A majority of the members
of our board of directors present or represented at a board meeting constitutes a quorum, and resolutions are adopted by the simple
majority vote of our board members present or represented. In the case of a tie, the chairman of our board shall have the deciding
vote. Our board of directors may also make decisions by means of resolutions in writing signed by all directors.



Directors are elected by
the general meeting of shareholders, and appointed for a period of up to four years; provided, however, that directors are elected
on a staggered basis, with one-third of the directors being elected each year; and provided, further, that such term may be exceeded
by a period up to the annual general meeting held following the fourth anniversary of the appointment, and each director will hold
office until his or her successor is elected. The general shareholders’ meeting may remove one or more directors at any time,
without cause and without prior notice by a resolution passed by simple majority vote. If our board of directors has a vacancy,
such vacancy may be filled on a temporary basis by a person designated by the remaining members of our board of directors until
the next general meeting of shareholders, which will resolve on a permanent appointment. Any director shall be eligible for re-election
indefinitely.



Within the limits provided
for by law and our articles of association, our board of directors may delegate to one or more directors or to any one or more
persons, who need not be shareholders, acting alone or jointly, the daily management of Globant S.A. and the authority to represent
us in connection with such daily management. Our board of directors may also grant special powers to any person(s) acting alone
or jointly with others as agent of Globant S.A.



Our board of directors
may establish one or more committees, including without limitation, an audit committee, a nominating and corporate governance committee
and a compensation committee, and for which it shall, if one or more of such committees are set up, appoint the members, determine
the purpose, powers and authorities as well as the procedures and such other rules as may be applicable thereto.



No contract or other transaction
between us and any other company or firm shall be affected or invalidated by the fact that any one or more of our directors or
officers is interested in, or is a director, associate, officer, agent, adviser or employee of such other company or firm. Any
director or officer who serves as a director, officer or employee or otherwise of any company or firm with which we shall contract
or otherwise engage in business shall not, by reason of such affiliation with such other company or firm only, be prevented from
considering and voting or acting upon any matters with respect to such contract or other business.



100







Any director having an
interest in a transaction submitted for approval to our board of directors that conflicts with our interest, must inform our board
of directors thereof and to cause a record of his statement to be included in the minutes of the meeting. Such director may not
take part in these deliberations and may not vote on the relevant transaction. At the next general meeting, before any resolution
is put to a vote, a special report shall be made on any transactions in which any of the directors may have had an interest that
conflicts with our interest.



No shareholding qualification
for directors is required.



Any director and other
officer, past and present, is entitled to indemnification from us to the fullest extent permitted by law against liability and
all expenses reasonably incurred or paid by such director in connection with any claim, action, suit or proceeding in which he
is involved as a party or otherwise by virtue of his being or having been a director. We may purchase and maintain insurance for
any director or other officer against any such liability.



No indemnification shall
be provided against any liability to us or our shareholders by reason of willful misconduct, bad faith, gross negligence or reckless
disregard of the duties of a director or officer. No indemnification will be provided with respect to any matter as to which the
director or officer shall have been finally adjudicated to have acted in bad faith and not in our interest, nor will indemnification
be provided in the event of a settlement (unless approved by a court or our board of directors).



Registrars and registers for the common shares



All our common shares are
in registered form only.



We keep a register of common
shares at our registered office in Luxembourg. This register is available for inspection by any shareholder. In addition, we may
appoint registrars in different jurisdictions who will each maintain a separate register for the registered common shares entered
therein. It is possible for our shareholders to elect the entry of their common shares in one of these registers and the transfer
thereof at any time from one register to any other, including to the register kept at our registered office. However, our board
of directors may restrict such transfers for common shares that are registered, listed, quoted, dealt in or have been placed in
certain jurisdictions in compliance with the requirements applicable therein.



Our articles of association
provide that the ownership of registered common shares is established by inscription in the relevant register. We may consider
the person in whose name the registered common shares are registered in the relevant register as the full owner of such registered
common shares.



In connection with a general
meeting, our board of directors may forbid any entry in the relevant register of shareholders as well as any recognition of notices
of transfer by us or the relevant registrar during the period starting on the Record Date and ending on the closing of such general
meeting. Transfer to, and on, the register kept at our registered office may always be requested.



Transfer Agent and Registrar



The transfer agent and
registrar for our common shares is American Stock Transfer & Trust Company, LLC.



Our common shares are listed
on the NYSE under the symbol “GLOB.”



C. Material Contracts



The Company has not entered
into any material contracts during the preceding two years which were outside the ordinary course of business.



D. Exchange Controls



See “Information
on the Company — Business Overview — Regulatory Overview — Foreign Exchange Controls.”



E. Taxation



The following is a summary
of the material Luxembourg and U.S. federal income tax consequences to U.S. Holders (as defined below) of the ownership and disposition
of our common shares. This summary is based upon Luxembourg tax laws and U.S. federal income tax laws (including the U.S. Internal
Revenue Code of 1986, as amended (the “Code”), final, temporary and proposed Treasury regulations, rulings, judicial
decisions and administrative pronouncements), all currently in effect as of the date hereof and all of which are subject to change
or changes in wording or administrative or judicial interpretation occurring after the date hereof, possibly with retroactive effect.
To the extent that the following discussion relates to matters of Luxembourg tax law, it represents the opinion of Arendt &
Medernach, Luxembourg, our Luxembourg counsel, and to the extent that the discussion relates to matters of U.S. federal income
tax law, it represents the opinion of DLA Piper LLP (US), our U.S. counsel.



101







As used herein, the term
“U.S. Holder” means a beneficial owner of one or more of our common shares:



(a) that is
for U.S. federal income tax purposes one of the following:



(i) an individual
citizen or resident of the United States,



(ii) a corporation
(or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the
United States or any political subdivision thereof, or



(iii) an estate
or trust the income of which is subject to U.S. federal income taxation regardless of its source;



(b) who holds
the common shares as capital assets for U.S. federal income tax purposes;



(c) who owns,
directly, indirectly or by attribution, less than 10% of the share capital or voting shares of Globant; and



(d) whose
holding is not effectively connected with a permanent establishment in Luxembourg.



This summary does not address
all of the tax considerations that may apply to holders that are subject to special tax rules, such as U.S. expatriates, insurance
companies, tax-exempt organizations, certain financial institutions, persons subject to the alternative minimum tax, dealers and
certain traders in securities, persons holding common shares as part of a straddle, hedging, conversion or other integrated transaction,
persons who acquired their common shares pursuant to the exercise of employee shares options or otherwise as compensation, partnerships
or other entities classified as partnerships for U.S. federal income tax purposes or persons whose functional currency is not the
U.S. dollar. Such holders may be subject to U.S. federal income tax consequences different from those set forth below. In addition,
this summary does not address all of the Luxembourg tax considerations that may apply to holders that are subject to special tax
rules.



If a partnership holds
common shares, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership.
A partnership, or partner in a partnership, that holds common shares is urged to consult its own tax advisor regarding the specific
tax consequences of owning and disposing of the common shares.



Potential investors in
our common shares should consult their own tax advisors concerning the specific Luxembourg and U.S. federal, state and local tax
consequences of the ownership and disposition of our common shares in light of their particular situations as well as any consequences
arising under the laws of any other taxing jurisdiction.



Luxembourg Tax Considerations



Introduction



The following is an overview
of certain material Luxembourg tax consequences of purchasing, owning and disposing of the common shares issued by us. It does
not purport to be a complete analysis of all possible tax situations that may be relevant to a decision to purchase, own or deposit
our common shares. It is included herein solely for preliminary information purposes and is not intended to be, nor should it construed
to be, legal or tax advice. Prospective purchasers of our common shares shouldas to the applicable
tax consequences of the ownership of our common shares, based on their particular circumstances. The following description of Luxembourg
tax law is based upon the Luxembourg law and regulations as in effect and as interpreted by the Luxembourg tax authorities as of
the date of this annual report and is subject to any amendments in law (or in interpretation) later introduced, whether or not
on a retroactive basis. Please be aware that the residence concept used under the respective headings below applies for Luxembourg
income tax assessment purposes only. Any reference in this section to a tax, duty, levy impost or other charge or withholding of
a similar nature refers to Luxembourg tax laws and/or concepts only. Also, please note that a reference to Luxembourg income tax
encompasses corporate income tax (impôt sur le revenu des collectivités), municipal business tax (impôt
commercial communal), a solidarity surcharge (contribution au fonds pour l’emploi) and personal income tax (impôt
sur le revenu) generally. Corporate taxpayers may further be subject to net worth tax (impôt sur la fortune),
as well as other duties, levies or taxes. Corporate income tax, municipal business tax, as well as the solidarity surcharge invariably
applies to most corporate taxpayers resident of Luxembourg for tax purposes. Individual taxpayers are generally subject to personal
income tax, the solidarity surcharge and a temporary equalization tax. Under certain circumstances, where an individual taxpayer
acts in the course of the management of a professional or business undertaking, municipal business tax may apply as well.



Luxembourg tax residency of the
holders of our common shares



A holder of our common
shares will not become resident, nor be deemed to be resident, in Luxembourg by reason only of the holding and/or disposing of
our common shares or the execution, performance or enforcement of his/her rights thereunder.



Withholding tax



Dividends paid by us to
the holders of our common shares are as a rule subject to a 15% withholding tax in Luxembourg, unless a reduced withholding tax
rate applies pursuant to an applicable double tax treaty or an exemption pursuant to the application of the participation exemption,
and, to the extent withholding tax applies, we are responsible for withholding amounts corresponding to such taxation at its source.



102







A withholding tax exemption
may apply under the participation exemption if cumulatively (i) the holder of our shares is an eligible parent (an “Eligible
Parent”) and (ii) at the time the income is made available, the holder of our shares has held or commits itself to hold for
an uninterrupted period of at least 12 months a direct participation of at least 10% of our share capital or a direct participation
of an acquisition price of at least €1.2 million (or an equivalent amount in another currency). Holding a participation through
an entity treated as tax transparent from a Luxembourg income tax perspective is deemed to be a direct participation in proportion
to the net assets held in this entity. An Eligible Parent includes (a) a company covered by Article 2 of Directive 2011/96/EU of
November 30, 2011 (the “EU Parent-Subsidiary Directive”) or a Luxembourg permanent establishment thereof, (b) a company
resident in a State having a double tax treaty with Luxembourg and subject to a tax corresponding to Luxembourg corporate income
tax or a Luxembourg permanent establishment thereof, (c) a company limited by share capital (société de capitaux)
or a cooperative society (société coopérative) resident in the European Economic Area other than an
EU Member State and liable to a tax corresponding to Luxembourg corporate income tax or a Luxembourg permanent establishment thereof
or (d) a Swiss company limited by share capital (société de capitaux) which is effectively subject to corporate
income tax in Switzerland without benefiting from an exemption. No withholding tax is levied on capital gains and liquidation proceeds.



Income tax



Luxembourg resident holders



Dividends and other payments
derived from our common shares by resident individual holders of our common shares, who act in the course of the management of
either their private wealth or their professional or business activity, are subject to income tax at the ordinary progressive rates.
A tax credit may be granted, under certain circumstances, for Luxembourg withholding tax levied and any excess may be refundable.
50% of the gross amount of dividends received from Globant by resident individual holders of our common shares are exempt from
income tax.



Capital gains realized
on the disposal of our common shares by resident individual holders of our common shares, who act in the course of the management
of their private wealth, are not subject to income tax, unless said capital gains qualify either as speculative gains or as gains
on a substantial participation. Capital gains are deemed to be speculative and are subject to income tax at ordinary rates if our
common shares are disposed of within six months after their acquisition or if their disposal precedes their acquisition. Speculative
gains are subject to income tax as miscellaneous income at ordinary rates. A participation is deemed to be substantial where a
resident individual holder of our common shares holds or has held, either alone or together with his spouse or partner and / or
minor children, directly or indirectly at any time within the five years preceding the disposal, more than 10% of the share capital
of the company whose common shares are being disposed of. A holder of our common shares is also deemed to alienate a substantial
participation if he acquired free of charge, within the five years preceding the transfer, a participation that was constituting
a substantial participation in the hands of the alienator (or the alienators in case of successive transfers free of charge within
the same five-year period). Capital gains realized on a substantial participation more than six months after the acquisition thereof
are taxed according to the half-global rate method, (i.e. the average rate applicable to the total income is calculated according
to progressive income tax rates and half of the average rate is applied to the capital gains realized on the substantial participation).
A disposal may include a sale, an exchange, a contribution or any other kind of alienation of the participation.



Capital gains realized
on the disposal of our common shares by resident individual holders of our common shares, who act in the course of their professional
or business activity, are subject to income tax at ordinary rates. Taxable gains are determined as being the difference between
the price for which our common shares have been disposed of and the lower of their cost or book value.



Luxembourg fully-taxable corporate residents



Dividends and other payments
derived from our common shares by Luxembourg-resident, fully-taxable companies are subject to income taxes, unless the conditions
of the participation exemption regime, as described below, are satisfied. A tax credit may, under certain circumstances, be granted
for any Luxembourg withholding tax levied and any excess may be refundable. If the conditions of the participation exemption regime
are not met, 50% of the gross amount of dividends received by Luxembourg-resident, fully-taxable companies from our common shares
are exempt from income tax.



Under the participation
exemption regime, dividends derived from our common shares may be exempt from income tax at the level of the holder of our common
shares if cumulatively (i) the holder of our common shares is a Luxembourg-resident, fully-taxable company and (ii) at the time
the dividend is put at the holder of our common shares’ disposal, the holder of our common shares has held or commits itself
to hold for an uninterrupted period of at least 12 months a qualified shareholding (“Qualified Shareholding”). A Qualified
Shareholding means common shares representing a direct participation of at least 10% in the share capital of Globant or a direct
participation in Globant of an acquisition price of at least €1.2 million (or an equivalent amount in another currency). Liquidation
proceeds are assimilated to a received dividend and may be exempt under the same conditions. Common shares held through a tax-transparent
entity are considered as being a direct participation proportionally to the percentage held in the net assets of the transparent
entity.



Capital gains realized
by a Luxembourg-resident, fully-taxable company on our common shares are subject to income tax at ordinary rates, unless the conditions
of the participation exemption regime, as described below, are satisfied. Under the participation exemption regime, capital gains
realized on our common shares may be exempt from income tax at the level of the holder of our common shares if cumulatively (i)
the holder of our common shares is a Luxembourg fully-taxable corporate resident and (ii) at the time the capital gain is realized,
the holder of our common shares has held or commits itself to hold for an uninterrupted period of at least 12 months our common
shares representing a direct participation in the share capital of Globant of at least 10% or a direct participation in Globant
of an acquisition price of at least €6 million (or an equivalent amount in another currency). Taxable gains are determined
as being the difference between the price for which our common shares have been disposed of and the lower of their cost or book
value.



103







Luxembourg residents benefiting from
a special tax regime



Holders of our common shares
who are either (i) an undertaking for collective investment governed by the amended law of December 17, 2010, (ii) a specialized
investment fund governed by the amended law of February 13, 2007 or (iii) a family wealth management company governed by the amended
law of May 11, 2007 are exempt from income tax in Luxembourg. Dividends derived from and capital gains realized on our common shares
are thus not subject to income tax in their hands.



Taxation of Luxembourg non-resident
holders



Non-resident holders of
our common shares who have neither a permanent establishment nor a permanent representative in Luxembourg to which or whom our
common shares are attributable, are not liable to any Luxembourg income tax on income and gains derived from our common shares
provided they own such shares for more than six months.



Non-resident holders of
our common shares which have a permanent establishment or a permanent representative in Luxembourg to which our common shares are
attributable, must include any income received, as well as any gain realized, on the sale, disposal or redemption of our common
shares, in their taxable income for Luxembourg tax assessment purposes, unless the conditions of the participation exemption regime,
as described below, are satisfied.



Under the participation
exemption regime, dividends derived from our common shares may be exempt from income tax if cumulatively (i) our common shares
are attributable to a qualified permanent establishment (“Qualified Permanent Establishment”) and (ii) at the time
the dividend is put at the disposal of the Qualified Permanent Establishment, it has held or commits itself to hold a Qualified
Shareholding for an uninterrupted period of at least 12 months. A Qualified Permanent Establishment means (a) a Luxembourg permanent
establishment of a company covered by Article 2 of the EU Parent-Subsidiary Directive, (b) a Luxembourg permanent establishment
of a company limited by share capital (société de capitaux) resident in a State having a tax treaty with Luxembourg,
and (c) a Luxembourg permanent establishment of a company limited by share capital (société de capitaux) or
a cooperative society (société coopérative) resident in the European Economic Area other than a EU
Member State. Under the participation exemption regime, capital gains realized on our common shares may be exempt from income tax
if (i) our common shares are attributable to a Qualified Permanent Establishment and (ii) at the time the capital gain is realized,
the Qualified Permanent Establishment has held or commits itself to hold, for an uninterrupted period of at least 12 months, our
common shares representing a direct participation in the share capital of Globant of at least 10% or a direct participation in
Globant of an acquisition price of at least €6 million (or an equivalent amount in another currency). Taxable gains are determined
as being the difference between the price for which our common shares have been disposed of and the lower of their cost or book
value.



Net Wealth Tax



Luxembourg resident holders
of our common shares, as well as non-resident holders of our common shares who have a permanent establishment or a permanent representative
in Luxembourg to which our common shares are attributable, are subject to Luxembourg net wealth tax on our common shares, except
if the holder is (i) a resident or non-resident individual, (ii) an undertaking for collective investment governed by the amended
law of December 17, 2010, (iii) a securitization company governed by the amended law of March 22, 2004 on securitization, (iv)
a company governed by the amended law of June 15, 2004 on venture capital vehicles, (v) a specialized investment fund governed
by the amended law of February 13, 2007 or (vi) a family wealth management company governed by the amended law of May 11, 2007.



Under the participation
exemption, a Qualified Shareholding held in Globant by an Eligible Parent or attributable to a Qualified Permanent Establishment
may be exempt. The net wealth tax exemption for a Qualified Shareholding does not require the completion of the 12-month holding
period.



Other Taxes



The issuance of our common
shares is currently subject to a €75 fixed duty. The disposal of our common shares is not subject to a Luxembourg registration
tax or stamp duty, unless recorded in a Luxembourg notarial deed or otherwise registered in Luxembourg.



Under Luxembourg tax law,
where an individual holder of our common shares is a resident of Luxembourg for tax purposes at the time of his or her death, our
common shares are included in his or her taxable basis for inheritance tax purposes.



Gift tax may be due on
a gift or donation of our common shares, if the gift is recorded in a Luxembourg notarial deed or otherwise registered in Luxembourg.



104







U.S. Federal Income Tax Considerations



Taxation of dividends



Distributions received
by a U.S. Holder on common shares, including the amount of any Luxembourg taxes withheld, other than certain pro rata distributions
of common shares to all shareholders, will constitute foreign source dividend income to the extent paid out of our current or accumulated
earnings and profits (as determined for U.S. federal income tax purposes). Because Globant does not maintain calculations of its
earnings and profits under U.S. federal income tax principles, it is expected that such distributions (including any Luxembourg
taxes withheld) will be reported to U.S. Holders as dividends. Although it is Globant’s intention, if it pays any dividends,
to pay such dividends in U.S. dollars, if dividends are paid in euros, the amount of the dividend a U.S. Holder will be required
to include in income will equal the U.S. dollar value of the euro, calculated by reference to the exchange rate in effect on the
date the payment is received by the U.S. Holder, regardless of whether the payment is converted into U.S. dollars on the date of
receipt. If the dividend is converted to U.S. dollars on the date of receipt, a U.S. holder should not be required to recognize
foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend
is converted into U.S. dollars after the date of its receipt. If a U.S. Holder realizes gain or loss on a sale or other disposition
of euro, it will be U.S. source ordinary income or loss. Corporate U.S. Holders will not be entitled to claim the dividends received
deduction with respect to dividends paid by Globant. Subject to applicable limitations, dividends received by certain non-corporate
U.S. Holders of common shares will generally be taxable at the reduced rate that otherwise applies to long-term capital gains.
Non-corporate U.S. Holders should consult their own tax advisors to determine whether they are subject to any special rules that
limit their ability to be taxed at this favorable rate. Certain pro rata distributions of ordinary shares to all shareholders are
not generally subject to U.S. federal income tax.



Instead of claiming a credit,
a U.S. Holder may elect to deduct foreign taxes (including any Luxembourg taxes) in computing its taxable income, subject to generally
applicable limitations. An election to deduct foreign taxes (instead of claiming foreign tax credits) applies to all taxes paid
or accrued in the taxable year to foreign countries and possessions of the United States. The limitations on foreign taxes eligible
for credit is calculated separately with respect to specific classes of income. The rules governing foreign tax credits are complex.
Therefore, U.S. Holders should consult their own tax advisors regarding the availability of foreign tax credits in their particular
circumstances.



Taxation upon sale or other disposition
of common shares



A U.S. Holder will recognize
U.S. source capital gain or loss on the sale or other disposition of common shares, which will be long-term capital gain or loss
if the U.S. Holder has held such common shares for more than one year. The amount of the U.S. Holder’s gain or loss will
be equal to the difference between such U.S. Holder’s tax basis in the common shares sold or otherwise disposed of and the
amount realized on the sale or other disposition.



Passive foreign investment company
rules



Globant believes that it
will not be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for its current taxable
year and does not expect to become one in the foreseeable future. However, because PFIC status depends upon the composition of
a Globant’s income and assets and the market value of its assets (including, among others, less than 25% owned equity investments)
from time to time, there can be no assurance that Globant will not be considered a PFIC for any taxable year. Because Globant has
valued its goodwill based on the market value of its equity, a decrease in the price of common shares may also result in Globant
becoming a PFIC. The composition of Globant’s income and our assets will also be affected by how, and how quickly, Globant
spends its cash. Under circumstances where the cash is not deployed for active purposes, Globant’s risk of becoming a PFIC
may increase. If Globant were treated as a PFIC for any taxable year during which a U.S. Holder held common shares, certain adverse
tax consequences could apply to the U.S. Holder.



If Globant were treated
as a PFIC for any taxable year during which a U.S. Holder held common shares, gain recognized by a U.S. Holder on a sale or other
disposition of a common shares would be allocated ratably over the U.S. Holder’s holding period for the common shares. The
amounts allocated to the taxable year of the sale or other disposition and to any year before Globant became a PFIC would be taxed
as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals
or corporations, as appropriate, and an interest charge would be imposed on the resulting tax liability. The same treatment would
apply to any distribution in respect of common shares to the extent it exceeds 125% of the average of the annual distributions
on common shares received by the U.S. Holder during the preceding three years or the U.S. Holder’s holding period, whichever
is shorter. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of
the common shares.



In addition, if Globant
were treated as a PFIC in a taxable year in which it pays a dividend or in the prior taxable year, the reduced rate discussed above
with respect to dividends paid to certain non-corporate U.S. Holders would not apply.



Information reporting and backup
withholding



Payments of dividends and
sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject
to information reporting and to backup withholding unless the U.S. Holder is a corporation or other exempt recipient or, in the
case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject
to backup withholding. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against
the U.S. Holder’s U.S. federal income tax liability and may entitle such U.S. Holder to a refund, provided that the required
information is timely furnished to the Internal Revenue Service.



105







F. Dividends and Paying Agents



Not applicable.



G. Statement by Experts.



Not applicable.



H. Documents on Display



We previously filed with
the SEC our registration statement on Form F-1.



As a foreign private issuer,
we are subject to periodic reporting and other informational requirements of the Exchange Act as applicable. Accordingly, we are
required to file reports, including this annual report on Form 20-F, and other information with the SEC. However, we are allowed
four months to file our annual report with the SEC instead of approximately three, and we are not required to disclose certain
detailed information regarding executive compensation that is required from United States domestic issuers. In addition, we are
not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently as companies that
are not foreign private issuers whose securities are registered under the Exchange Act. Also, as a foreign private issuer, we are
exempt from the rules of the Exchange Act prescribing the furnishing of proxy statements to shareholders, and our senior management,
directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section
16 of the Exchange Act.



As a foreign private issuer,
we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups
of investors are not privy to specific information about an issuer before other investors. We are, however, still subject to the
anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5. Since many of the disclosure obligations required of us
as a foreign private issuer are different than those required by other United States domestic reporting companies, our shareholders,
potential shareholders and the investing public in general should not expect to receive information about us in the same amount,
and at the same time, as information is received from, or provided by, other United States domestic reporting companies. We are
liable for violations of the rules and regulations of the SEC which do apply to us as a foreign private issuer.



You may review and copy
the registration statement, reports and other information we file at the SEC’s Public Reference Room at 100 F Street, N.E.,
Washington, DC 20549. You may also request copies of these documents upon payment of a duplicating fee by writing to the SEC.



For further information
on the Public Reference Room, please call the SEC at 1-800-SEC-0330. Our SEC filings, including the registration statement, are
also available to you on the SEC’s website at http://www.sec.gov . This site contains reports, proxy and information
statements and other information regarding issuers that file electronically with the SEC. The information on that website is not
part of this annual report.



I. Subsidiaries Information



Not applicable.



Item 11. Quantitative and Qualitative
Disclosures About Market Risk.



Our market risk exposure
results primarily from concentration of credit risk, fluctuations in interest rates and foreign currency rates and inflation. We
do not engage in trading of derivative instruments for speculative purposes.



Concentration of Credit and Other Risk



Financial instruments that
potentially subject us to significant concentrations of credit risk consist primarily of cash and bank balances, short-term investments
and trade receivables. These financial instruments approximate fair value due to short-term maturities. We maintain our cash and
bank balances and short-term investments with high credit quality financial institutions. Our investment portfolio is primarily
comprised of time deposits and corporate and treasury bonds. We believe that our credit policies reflect normal industry terms
and business risk. We do not anticipate non-performance by the counterparties and, accordingly, do not require collateral.



Trade receivables are generally
dispersed across our clients in proportion to the revenues we generate from them. For the years ended December 31, 2014, 2013 and
2012, our top five clients accounted for 27.8%, 25.4% and 27.8%, respectively, of our net revenues. Our top client for the years
ended December 31, 2014, 2013 and 2012, Walt Disney Parks and Resorts Online, accounted for 8.7%, 6.4% and 9.3% of our revenues,
respectively. As of December 31, 2014, 2013 and 2012, accounts receivable from Walt Disney Parks and Resorts Online represented
5.7%, 3.9% and 5.6% of our total accounts receivable, respectively.



Credit losses and write-offs
of trade receivable balances have historically not been material to our consolidated financial statements.



106







Interest Rate Risk



Our exposure to market
risk for changes in interest rates relates primarily to our cash and bank balances and our credit facilities. Our working capital
facility bears interest at the lender’s prime rate plus an applicable margin ranging from 3.25% to 3.50% (depending on the
amount drawn). Our credit lines in Argentina bear interest at fixed rates ranging from 15.25% and 15.50% in local currency (equivalent
to an interest rate around 3.75% and 4%). We do not use derivative financial instruments to hedge our risk of interest rate volatility.



Based on our debt position
as of December 31, 2014, if we needed to refinance our existing debt, a 1% increase in interest rates would not materially impact
us.



We have not been exposed
to material risks due to changes in market interest rates. However, our future financial costs related to borrowings may increase
and our financial income may decrease due to changes in market interest rates.



Foreign Exchange Risk



Our exchange rate risk
arises in the ordinary course of our business primarily from our foreign currency expenses and, to a lesser extent, revenues. We
are also exposed to exchange rate risk on the portion of our cash and bank balances, investments and trade receivables that is
denominated in currencies other than the U.S. dollar and on other receivables, such as Argentine tax credits.



Our consolidated financial
statements are prepared in U.S. dollars. Because the majority of our operations are conducted in Latin America, we incur the majority
of our operating expenses and capital expenditures in non-U.S. dollar currencies, primarily the Argentine peso, Uruguayan peso,
Colombian peso and Brazilian real. 92.4% of our revenues for the year ended December 31, 2014 was generated in U.S. dollars, with
the balance being generated primarily in British pounds sterling and, to a lesser extent, other currencies (including the Argentine
peso, the Colombian peso and the Brazilian real). The following table shows the breakdown of our revenues by the currencies in
which they were generated during the years ended December 31, 2014, 2013 and 2012, respectively.



|            |  | Year ended  December 31,               |        
|----------- |  | -------------------------------------- | -------
|            |  | 2014                                   |        
|            |  | (in thousands, except for percentages) |        
|By Currency |  |                                        |        
|USD         |  | $                                      | 184,380
|GBP         |  |                                        | 1,631  
|Others      |  |                                        | 13,594 
|Revenues    |  | $                                      | 199,605



When our Argentine subsidiaries
receive payment in U.S. dollars for services performed under our client contracts, we are required by Argentine law to convert
such amounts into Argentine pesos, as a result of which the portion of our cash and bank balances that we hold in Argentina is
exposed to the fluctuations in the official exchange rate between the Argentine peso and the U.S. dollar. Currently, this exposure
is short-term, as these funds are immediately used to pay salaries and capital expenditures primarily in Argentina. The Argentine
peso has fluctuated significantly against the U.S. dollar since the end of Argentine peso/U.S. dollar parity in 2002 and experienced
periods of strong devaluation. Historically, we have been able to mitigate the risk of devaluation on our cash balances and investments
denominated in Argentine pesos through purchases of U.S. dollars. Since the October 2011 re-election of Cristina Fernandez de Kirchner
as Argentina’s president, the Argentine government has adopted policies that have made it more difficult for Argentine enterprises
to freely purchase U.S. dollars and remit U.S. dollars abroad. However, since salaries and capital expenditures are paid in Argentine
pesos, there is currently limited free cash-flow generated in Argentina. During 2013, our U.S. subsidiary elected to make payment
for a portion of the services provided by our Argentine subsidiaries by means of U.S. dollar-denominated BODEN purchased in the
U.S. debt markets (in U.S. dollars). The BODEN were then delivered to our Argentine subsidiaries as payment for a portion of the
services rendered and, after being held by our Argentine subsidiaries for between, on average, 10 to 30 days, were sold in the
Argentine market for Argentine pesos. Because the fair value of the BODEN in the Argentine markets (in Argentine pesos) during
the year ended December 31, 2013 was higher than the quoted U.S. dollar price for the BODEN in the U.S. debt markets (in U.S. dollars)
converted at the official exchange rate prevailing in Argentina (which is the rate used to convert the transactions in foreign
currency into our Argentine subsidiaries’ functional currency), we recognized a gain when remeasuring the fair value (expressed
in Argentine pesos) of the BODEN into U.S. dollars at the official exchange rate prevailing in Argentina. During the year ended
December 31, 2014, our Argentine subsidiaries, with cash proceeds from capitalizations, acquired U.S. dollar-denominated BODEN
and BONAR in the U.S. debt markets (in U.S. dollars), held and then sold those BODEN and BONAR in the Argentine market. The proceeds
obtained through these transactions were used for capital expenditures incurred to establish delivery centers in Bahia Blanca,
La Plata, Mar del Plata and Tucuman, Argentina, open a new recruiting center in Buenos Aires and to finance working capital requirements.
See notes 3.18.1 and 3.18.2 to our audited consolidated financial statements and “— Results of Operations — 2014
Compared to 2013.”



A small percentage of our
trade receivables is generated from net revenues earned in non-U.S. dollar currencies (primarily British pounds sterling, the Brazilian
real, the Uruguayan peso, the Colombian peso and the Argentine peso).



107







Our results of operations
can be affected if the Argentine peso, Colombian peso, Uruguayan peso, Mexican peso or British pound appreciate or depreciate against
the U.S. dollar.



A 30% depreciation of the
Argentine peso against the U.S. dollar would have resulted in a $23.3 million decrease in our operating costs. Given that we have
a greater amount of Argentine peso-denominated assets than Argentine peso-denominated liabilities, a 30.0% depreciation of the
Argentine peso against the U.S. dollar would have resulted in a $4.9 million loss. As a result, the combined effect on our income
statement would have been a $18.4 million increase in our net income for the year ended December 31, 2014.



A 30% appreciation of the
Argentine peso against the U.S. dollar would have resulted in a $30.4 million increase in our operating costs. Given that we have
a greater amount of Argentine peso-denominated assets than Argentine peso-denominated liabilities, a 30% appreciation of the Argentine
peso against the U.S. dollar would have resulted in a $6.4 million gain. As a result, the combined effect on our income statement
would have been a $24.0 million decrease in our net income for the year ended December 31, 2014.



We periodically evaluate
the need for hedging strategies with our board of directors, including the use of such instruments to mitigate the effect of foreign
exchange rate fluctuations. During the year ended December 31, 2014, our principal Argentine operating subsidiary, Sistemas Globales
S.A., entered into foreign exchange forward contracts to reduce its risk of exposure to fluctuations in foreign currency. As of
December 31, 2014, the foreign exchange forward contracts were recognized, according to IAS 39, as financial assets at fair value
through profit or loss. We may in the future, as circumstances warrant, decide to enter into derivative transactions to reduce
our exposure to appreciation or depreciation in the value of certain foreign currencies.



Wage Inflation Risk



Argentina has experienced
significant levels of inflation in recent years. According to the INDEC, the consumer price index increased 8.5% in 2007, 7.2%
in 2008, 7.7% in 2009, 10.9% in 2010, 9.5% in 2011, 10.8% in 2012, 10.9% in 2013 and 21.7% in 2014. Inflation data released by
the INDEC has been criticized by economists and investors as understating inflation in Argentina. See “Key Information — Risk
Factors — Risks Related to Operating in Latin America and Argentina — Argentina — Our
results of operations may be adversely affected by high and possibly increasing inflation in Argentina.” According to the
Consumer Price Index of the Argentine province of Santa Fe (Índice de Precios al Consumidor de la Provincia de Santa
Fe), the wholesale price index increased 12.6% in 2007, 21.6% in 2008, 12.6% in 2009, 25.5% in 2010, 20.7% in 2011, 17.9% in
2012 and 16.2% in 2013. The impact of inflation on our salary costs, or wage inflation, and thus on our statement of profit or
loss and other comprehensive income varies depending on the fluctuation in exchange rates between the Argentine peso and the U.S.
dollar. In an environment where the Argentine peso is weakening against the U.S. dollar, the impact of wage inflation will be partially
offset, whereas in an environment where the Argentine peso is strengthening against the U.S. dollar, the impact of wage inflation
will be increased. As of December 2014, approximately 68.9% of our employees were based in Argentina, where wages can be influenced
by current inflation rates. Assuming a constant exchange rate and no ability to increase prices, for every 10.0% increase in wage
inflation in Argentina we would experience an estimated decrease of approximately $6.4 million in net income for the year.



Item 12. Description of Securities
Other Than Equity Securities.



A. Debt Securities



Not applicable.



B. Warrants and Rights



Not applicable.



C. Other Securities



Not applicable.



D. American Depositary Shares



Not applicable.



PART II.



Item 13. Defaults, Dividend Arrearages
and Delinquencies.



Not applicable.



Item 14. Material Modifications
to the Rights of Security Holders and Use of Proceeds.



Not applicable.



108







Item 15. Controls and Procedures.



Evaluation of Disclosure Controls and Procedures



(a) Evaluation of Disclosure
Controls and Procedures



Our company, under the
supervision and with the participation of its management, including our Chief Executive Officer and Chief Financial Officer, performed
an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15
(e) under the Exchange Act) as of December 31, 2014. There are inherent limitations to the effectiveness of any control
system, including disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can provide
only reasonable assurance of achieving their control objectives. Based upon their evaluation, our company’s Chief Executive
Officer and Chief Financial Officer concluded that such disclosure controls and procedures were effective at the reasonable assurance
level as of December 31, 2014.



(b)Management’sReport on Internal Control over Financial Reporting



This annual report does
not include a report of management’s assessment regarding internal control over financial reporting or an attestation report
of the company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public
companies.



(c)Attestationreport of the registered public accounting firm



This annual report does
not include a report of management’s assessment regarding internal control over financial reporting or an attestation report
of the company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public
companies.



(d) Changesin internal
controls over financial reporting



There was no change in
our internal control over financial reporting that occurred during the period covered by this annual report that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Item 16A. Audit Committee Financial
Expert.



See “Directors, Senior
Management and Employees—Board Practices—Board Committees—Audit Committee.” Our Board of Directors has
determined that Mario Vázquez qualifies as an “audit committee financial expert” under applicable SEC rules.



Item 16B. Code of Ethics.



Effective as of July 23,
2014 we adopted a code of business conduct and ethics applicable to our principal executive, financial and accounting officers
and all persons performing similar functions. A copy of that code is available on our website at www.globant.com. Any amendments
to such code, or any waivers of its requirements, will be disclosed on our website.



Item 16C. Principal Accountant Fees
and Services.



The following table provides
information on the aggregate fees billed by our principal accountants, Deloitte & Co. S.A. and affiliates., classified by type
of service rendered for the periods indicated, in thousands of dollars:



|                       |  | 2014             |       |  | 2013 | 
|---------------------- |  | ---------------- | ----- |  | ---- | 
|                       |  | ($ in thousands) |      
|Audit Fees (1)         |  |                  | 1,204 |  |      | 
|Audit Related Fees (2) |  |                  | 24    |  |      | 
|Tax Fees (3)           |  |                  | 111   |  |      | 
|Total                  |  |                  | 1,339 |  |      | 



(1)    “Audit Fees”
includes fees billed for professional services rendered by the principal accountant in connection with the audit of the annual
financial statements, certain procedures regarding our quarterly financial results, services in connection with statutory and regulatory
filings, and all the services performed in connection with our initial public offering.



(2)    “Audit
Related Fees” includes fees billed for professional services rendered by the principal accountant and not included
under the prior category. These services would include, among others, due diligence related to mergers and acquisitions and
internal control reviews.

(3)    “Tax Fees” includes
fees billed for services related to transfer pricing, initiatives and assistance with assessing compliance with tax regulations.



Audit Committee Approval Policies and Procedure



In accordance with the
audit committee’s charter, all fees and retention terms relating to audit and non-audit services performed by our independent
auditors must be pre-approved by the audit committee. The audit committee makes annual recommendations to the general meeting of
shareholders of the company regarding the appointment, replacement, compensation, evaluation and oversight of the work of the independent
auditors to be retained to audit the annual financial statements of the company and review the quarterly financial statements of
the company.



109







The audit committee oversees
the relationship with the independent auditors, including discussing with the auditors the planning and staffing of the audit and
the nature and rigor of the audit process, receiving and reviewing audit reports, reviewing with the auditors any problems or difficulties
the auditors may have encountered in carrying out their responsibilities and any board of directors’ letters provided by
the auditors and the company’s response to such letters, and providing the auditors full access to the audit committee and
the board of directors to report on all appropriate matters.



The audit committee provides
oversight of the company’s auditing, accounting and financial reporting principles, policies, controls, procedures and practices,
and reviews significant changes to the foregoing as suggested by the independent auditors, internal auditors or the board of directors.



The audit committee approved
all of the services described above except for the audit fees and determined that the provision of such services is compatible
with maintaining the independence of Deloitte & Co. S.A. and affiliates.



Item 16D. Exemptions from the Listing
Standards for Audit Committees.



Not applicable.



Item 16E. Purchases of Equity Securities
by the Issuer and Affiliated Purchasers.



Not applicable.



Item 16F. Change in Registrant’s
Certifying Accountant.



Not applicable.



Item 16G. Corporate Governance.



Corporate Governance Practices



Our corporate governance
practices are governed by Luxembourg law (particularly the law of August 10th, 1915 on commercial companies as amended) and our
articles of association. As a Luxembourg company listed on the NYSE, we are not required to comply with all of the corporate governance
listing standards of the NYSE. We, however, believe that our corporate governance practices meet or exceed, in all material respects,
the corporate governance standards that are generally required for controlled companies by the NYSE. The following is a summary
of the significant ways that our corporate governance practices differ from the corporate governance standards required for listed
U.S. companies by the NYSE (provided that our corporate governance practices may differ in non-material ways from the standards
required by the NYSE that are not detailed here):



Majority of Independent Directors



Under NYSE standards, U.S.
listed companies must have a majority of independent directors. There is no legal obligation under Luxembourg law to have a majority
of independent directors on the board of directors.



Non-management Directors’ Meetings



Under NYSE standards, non-management
directors must meet at regularly scheduled executive sessions without management present and, if such group includes directors
who are not independent, a meeting should be scheduled once per year including only independent directors. Luxembourg law does
not require holding of such meetings. For additional information, see “Directors, Senior Management and Employees—Directors
and Senior Management.”



Audit Committee



Under NYSE standards, listed
U.S. companies are required to have an audit committee composed of independent directors that satisfies the requirements of Rule
10A-3 promulgated under the Exchange Act of 1934. Our articles of association provide that the board of directors may set up an
audit committee. The board of directors has set up an Audit Committee and has appointed Messrs. Bernstein, Odeen and Vázquez,
with Mr. Vázquez serving as the chairman of our audit committee  Each of Messrs. Vázquez, Bernstein and Odeen
satisfies the “independence” requirements within the meaning of Section 303A of the corporate governance rules of the
NYSE, but only Messrs. Vázquez and Odeen satisfy the “independence” requirements under Rule 10A-3 under the
Exchange Act. We intend to appoint a third audit committee member that meets these independence requirements prior to the first
anniversary of the closing of our initial public offering. For additional information, see “Directors, Senior Management
and Employees—Board Practices”.



Under NYSE standards, all
audit committee members of listed U.S. companies are required to be financially literate or must acquire such financial knowledge
within a reasonable period and at least one of its members shall have experience in accounting or financial administration. In
addition, if a member of the audit committee is simultaneously a member of the audit committee of more than three public companies,
and the listed company does not limit the number of audit committees on which its members may serve, then in each case the board
must determine whether the simultaneous service would prevent such member from effectively serving on the listed company’s
audit committee and shall publicly disclose its decision. No comparable provisions on audit committee membership exist under Luxembourg
law or our articles of association.



110







Standards for Evaluating Director Independence



Under NYSE standards, the
board is required, on a case by case basis, to express an opinion with regard to the independence or lack of independence of each
individual director. Neither Luxembourg law nor our articles of association require the board to express such an opinion.



Audit Committee Responsibilities



The NYSE requires certain
matters to be set forth in the audit committee charter of U.S. listed companies. Our audit committee charter provides for many
of the responsibilities that are expected from such bodies under the NYSE standard; however, the charter does not contain all such
responsibilities, including provisions related to setting hiring policies for employees or former employees of independent auditors.



Nominating and Corporate Governance Committee



The NYSE requires that
a listed U.S. company have a nominating and corporate governance committee of independent directors and a committee charter specifying
the purpose, duties and evaluation procedures of the committee.



The board of directors
has set up a nominating and corporate governance committee and has appointed Mssrs. Galperin, Odeen and Vazquez, with Mr. Vazquez
serving as chairman of our nominating and corporate governance committee. Each of Messrs. Galperin, Vazquez and Odeen satisfies
the “independence” requirements within the meaning of Section 303A of the corporate governance rules of the NYSE. For
additional information, see “Directors, Senior Management and Employees— Board Practices”.



Compensation Committee



The NYSE requires that
a listed U.S. company have a compensation committee of independent directors and a committee charter specifying the purpose, duties
and evaluation procedures of the committee.



The current members of
our compensation committee are Mssrs. Álvarez-Demalde, Odeen and Galperin, with Mr. Álvarez-Demalde serving as chairman.
Each of Messrs. Álvarez-Demalde, Odeen and Galperin satisfies the “independence” requirements within the meaning
of Section 303A of the corporate governance rules of the NYSE. For additional information, see “Directors, Senior Management
and Employees—Board Practices”.



Shareholder Voting on Equity Compensation Plans



Under NYSE standards, shareholders
of U.S. listed companies must be given the opportunity to vote on equity compensation plans and material revisions thereto, except
for employment inducement awards, certain grants, plans and amendments in the context of mergers and acquisitions, and certain
specific types of plans. Neither Luxembourg corporate law nor our articles of incorporation require shareholder approval of equity
based compensation plans. Luxembourg law only requires approval of the board of directors for the adoption of equity based compensation
plans.



Code of Business Conduct and Ethics



Under NYSE standards, listed
companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose
any waivers of the code for directors or executive officers. Effective as of July 23, 2014 we adopted a code of business conduct
and ethics applicable to our principal executive, financial and accounting officers and all persons performing similar functions.
A copy of that code is available on our website at www.globant.com.



Chief Executive Officer Certification



A chief executive officer
of a U.S. company listed on NYSE must annually certify that he or she is not aware of any violation by the company of NYSE corporate
governance standards. In accordance with NYSE rules applicable to foreign private issuers, our chief executive officer is not required
to provide NYSE with this annual compliance certification. However, in accordance with NYSE rules applicable to all listed companies,
our chief executive officer must promptly notify NYSE in writing after any of our executive officers becomes aware of any noncompliance
with any applicable provision of NYSE’s corporate governance standards. In addition, we must submit an executed written affirmation
annually and an interim written affirmation each time a change occurs to the board or the audit committee.



Item 16H. Mine Safety Disclosure.



Not applicable.



111







PART III.



Item 17. Financial Statements.



We have elected to provide
financial statements pursuant to Item 18.



Item 18. Financial Statements.



Our Consolidated Financial
Statements are included at the end of this annual report.



Item 19. Exhibits.



The following exhibits
are filed or incorporated by reference as part of this annual report:



|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                 
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1        |  | Form of Articles of Association; incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form F-1 (SEC File No. 333-190841)                                                                                                                                                                                                                                                                  
|2.1        |  | Form of Registration Rights Agreement; incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form F-1 (SEC File No. 333-190841)                                                                                                                                                                                                                                                           
|4.1        |  | Loan and Security Agreement, dated May 6, 2011, as amended on May 6, 2013, by and between Bridge Bank, National Association and Globant, LLC; incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form F-1 (SEC File No. 333-190841)                                                                                                                                                    
|4.2        |  | Lease, dated May 31, 2010, by and between Laminar S.A. de Inversiones Inmobiliarias and Sistemas Globales S.A.; incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form F-1 (SEC File No. 333-190841)                                                                                                                                                                                  
|4.3        |  | Globant S.A. 2014 Equity Incentive Plan; incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form F-1 (SEC File No. 333-190841)                                                                                                                                                                                                                                                         
|4.4        |  | Form of Nonstatutory Stock Option Notice; incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form F-1 (SEC File No. 333-190841)                                                                                                                                                                                                                                                        
|4.5        |  | Form of Nonstatutory Stock Option Notice — International; incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form F-1 (SEC File No. 333-190841)                                                                                                                                                                                                                                        
|4.6        |  | Equityholders Additional Agreement, dated May 7, 2012, by and among Paldwick S.A., Martín Migoya, Martín Gonzalo Umaran, Néstor Augusto Nocetti, Guibert Andrés Englebienne, Riverwood Capital LLC, RW Holdings S.à. r.l., ITO Holdings S.à. r.l., Endeavor Global, Inc. and IT Outsourcing S.L.; incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form F-1 (SEC File No. 333-190841)
|8.1        |  | List of Subsidiaries                                                                                                                                                                                                                                                                                                                                                                                                        
|12.1       |  | Certification of Martín Migoya, Chief Executive Officer of Globant S.A., pursuant to Section 302 of the Sarbanes Oxley Act of 2002                                                                                                                                                                                                                                                                                          
|12.2       |  | Certification of Alejandro Scannapieco, Chief Financial Officer of Globant, S.A., pursuant to Section 302 of the Sarbanes Oxley Act of 2002                                                                                                                                                                                                                                                                                 
|13.1       |  | Certification of Martín Migoya, Chief Executive Officer of Globant S.A.pursuant to Section 906 of the Sarbanes Oxley Act of 2002                                                                                                                                                                                                                                                                                            
|13.2       |  | Certification of Alejandro Scannapieco, Chief Financial Officer of Globant, S.A., pursuant to Section 906 of the Sarbanes Oxley Act of 2002                                                                                                                                                                                                                                                                                 



112







SIGNATURE



The registrant hereby certifies
that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to
sign this annual report on its behalf.



Date: April 27, 2015



| | GLOBANT S.A.
| | ------------
| | By:         
| |             
| | Name:       
| | Title:      



113









GLOBANT S.A.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS





|Consolidated Financial Statements as of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014 |    
|-------------------------------------------------------------------------------------------------------------------------------- | ---
|Report of Independent Registered Public Accounting Firm                                                                          | F-2
|Consolidated Statements of Profit or Loss and Other Comprehensive Income for the Years ended December 31, 2014, 2013 and 2012    | F-3
|Consolidated Statements of Financial Position as of December 31, 2014 and 2013                                                   | F-4
|Consolidated Statements of Changes in Equity for the Years ended December 31, 2014, 2013 and 2012                                | F-5
|Consolidated Statements of Cash Flows for the Years ended December 31, 2014, 2013 and 2012                                       | F-7
|Notes to the Consolidated Financial Statements                                                                                   | F-9



F-1









| | Deloitte & Co. S.A.   
| | ----------------------
| | Florida 234, Piso 5 o 
| | C1005AAF              
| | C.A.B.A., Argentina   
| |                       
| | Tel: (54-11) 4320-2700
| | Fax: (54-11) 4325-8081
| | www.deloitte.com/ar   



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Shareholders
of Globant S.A.



We have audited the accompanying
consolidated statements of financial position of Globant S.A. and subsidiaries (the “Company”) as of December 31, 2014
and 2013 and the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash
flows for each of the three years in the period ended December 31, 2014. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits
in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.



In our opinion, such consolidated
financial statements present fairly, in all material respects, the consolidated financial position of Globant S.A. and subsidiaries
as of December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows and changes in equity for
each of the three years in the period ended December 31, 2014, in conformity with International Financial Reporting Standards,
as issued by the International Accounting Standards Board.



City of Buenos Aires, Argentina
March 9, 2015



Deloitte & Co. S.A.



/s/ Daniel S. Vardé



Partner



Deloitte refers to one
or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of
which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the
legal structure of Deloitte Touche Tohmatsu Limited and its member firms.



F-2







GLOBANT S.A.



CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE

INCOME FOR THE YEARS ENDED DECEMBER 31, 2014,
2013 AND 2012

(in thousands of U.S.
dollars, except per share amounts)



|                                                                |  |         |  | For the year ended December 31, |         
|--------------------------------------------------------------- |  | ------- |  | ------------------------------- | --------
|                                                                |  | Notes   |  | 2014                            |         
|Revenues (1)                                                    |  |         |  |                                 | 199,605 
|Cost of revenues (2) (4)                                        |  | 5.1     |  |                                 | (121,693
|Gross profit                                                    |  |         |  |                                 | 77,912  
|Selling, general and administrative expenses (3) (4)            |  | 5.2     |  |                                 | (57,288 
|Impairment of tax credits, net of recoveries                    |  | 3.7.1.1 |  |                                 | 1,505   
|Profit (Loss) from operations                                   |  |         |  |                                 | 22,129  
|Gain on transactions with bonds                                 |  | 3.18    |  |                                 | 12,629  
|Finance income                                                  |  | 6       |  |                                 | 10,269  
|Finance expense                                                 |  | 6       |  |                                 | (11,213 
|Finance expense, net                                            |  |         |  |                                 | (944    
|Other income and expenses, net (5)                              |  |         |  |                                 | 380     
|Profit (Loss) before income tax                                 |  |         |  |                                 | 34,194  
|Income tax (6)                                                  |  | 7.1     |  |                                 | (8,931  
|Net income (Loss) for the year                                  |  |         |  |                                 | 25,263  
|Other comprehensive loss                                        |  |         |  |                                 |         
|Items that may be reclassified subsequently to profit and loss: |  |         |  |                                 |         
|– Exchange differences on translating foreign operations        |  |         |  |                                 | (433    
|Total comprehensive income (loss) for the year                  |  |         |  |                                 | 24,830  
|Net income (Loss) attributable to:                              |  |         |  |                                 |         
|Owners of the Company                                           |  |         |  |                                 | 25,201  
|Non-controlling interest                                        |  |         |  |                                 | 62      
|Net income (Loss) for the year                                  |  |         |  |                                 | 25,263  
|Total comprehensive income (loss) for the year attributable to: |  |         |  |                                 |         
|Owners of the Company                                           |  |         |  |                                 | 24,768  
|Non-controlling interest                                        |  |         |  |                                 | 62      
|Total comprehensive income (loss) for the year                  |  |         |  |                                 | 24,830  
|Earnings (loss) per share (7)                                   |  |         |  |                                 |         
|Basic                                                           |  | 8       |  |                                 | 0.81    
|Diluted                                                         |  | 8       |  |                                 | 0.79    
|Weighted average of outstanding shares (in thousands)           |  |         |  |                                 |         
|Basic                                                           |  | 8       |  |                                 | 30,926  
|Diluted                                                         |  | 8       |  |                                 | 31,867  



| | (1) | Includes transactions with related parties for 7,681 and 8,532 as of December 31, 2014 and 2013,
respectively (see note 21.3).
| | --- | ------------------------------------------------------------------------------------------------------------------------------

| | (2) | Includes depreciation and amortization expense of 3,813, 3,215 and 1,964 for 2014, 2013 and 2012,
respectively. Also includes transactions with related parties for an amount of 2,901 for 2012.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Includes depreciation and amortization expense of 4,221, 3,941 and 2,806 for 2014, 2013 and 2012,
respectively. Also, includes transactions with related parties in amounts of 1,381 for 2012.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Includes share-based compensation expense of 35, 190 and 4,644 under cost of revenues; and 582,
603 and 7,065 under selling, general and administrative expenses for 2014, 2013 and 2012, respectively (see note 5).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | In 2014 includes the gain related to the bargain business combination of Bluestar Energy S.A.C.
of 472, explained in note 23. In 2013, includes the gain of 1,703 on remeasurement of the contingent consideration explained in
note 27.10.1.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | In 2013, includes deferred income tax gain arising from the recognition of the allowance of 1,317
for impairment of tax credit and the recognition of 2,441 of share-based compensation expense for 2012 (see note 7).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | The Company has given retroactive effect to new capital structure after the reorganization explained
in note 1.1 and the reverse share split in each of the years presented as explained in note 29.4.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The accompanying notes 1 to 32 are an integral
part of these consolidated financial statements



F-3













GLOBANT S.A.CONSOLIDATED STATEMENTS OF FINANCIAL POSITIONAS OF DECEMBER 31, 2014 AND 2013(in thousands of U.S. dollars, except per share amounts)





|                                                   |  | Notes  |  | As of December 31, |        
|-------------------------------------------------- |  | ------ |  | ------------------ | -------
|                                                   |  |        |  | 2014               |        
|ASSETS                                             |  |        |  |                    |        
|Current assets                                     |  |        |  |                    |        
|Cash and cash equivalents                          |  |        |  |                    | 34,195 
|Investments                                        |  | 9.1    |  |                    | 27,984 
|Trade receivables (1)                              |  | 10     |  |                    | 40,056 
|Other receivables (2)                              |  | 11     |  |                    | 14,253 
|Total current assets                               |  |        |  |                    | 116,488
|Non-current assets                                 |  |        |  |                    |        
|Other receivables (2)                              |  | 11     |  |                    | 916    
|Deferred tax assets                                |  | 7.2    |  |                    | 4,881  
|Investment in associates                           |  | 9.2    |  |                    | 750    
|Other financial assets                             |  | 3.12.8 |  |                    | —      
|Property and equipment                             |  | 12     |  |                    | 19,213 
|Intangible assets                                  |  | 13     |  |                    | 6,105  
|Goodwill                                           |  | 14     |  |                    | 12,772 
|Total non-current assets                           |  |        |  |                    | 44,637 
|TOTAL ASSETS                                       |  |        |  |                    | 161,125
|LIABILITIES                                        |  |        |  |                    |        
|Current liabilities                                |  |        |  |                    |        
|Trade payables (3)                                 |  | 15     |  |                    | 5,673  
|Payroll and social security taxes payable          |  | 16     |  |                    | 20,967 
|Borrowings                                         |  | 17     |  |                    | 513    
|Other financial liabilities                        |  | 23     |  |                    | 1,045  
|Tax liabilities                                    |  | 18     |  |                    | 3,446  
|Other liabilities                                  |  |        |  |                    | 173    
|Total current liabilities                          |  |        |  |                    | 31,817 
|Non-current liabilities                            |  |        |  |                    |        
|Borrowings                                         |  | 17     |  |                    | 772    
|Other financial liabilities                        |  | 23     |  |                    | 263    
|Provisions for contingencies                       |  | 19     |  |                    | 794    
|Total non-current liabilities                      |  |        |  |                    | 1,829  
|TOTAL LIABILITIES                                  |  |        |  |                    | 33,646 
|Capital and reserves                               |  |        |  |                    |        
|Issued capital                                     |  |        |  |                    | 40,324 
|Additional paid-in capital                         |  |        |  |                    | 50,276 
|Foreign currency translation reserve               |  |        |  |                    | (711   
|Retained earnings                                  |  |        |  |                    | 37,590 
|Total equity attributable to owners of the Company |  |        |  |                    | 127,479
|Non-controlling interests                          |  |        |  |                    | —      
|Total equity                                       |  |        |  |                    | 127,479
|TOTAL EQUITY AND LIABILITIES                       |  |        |  |                    | 161,125



| | (1) | Includes balances due from related parties of 899 and 1,454 as of December 31, 2014 and 2013, respectively
(see note 21.3).
| | --- | ---------------------------------------------------------------------------------------------------------------------------

| | (2) | Includes balances due from related parties of 246 as of December 31, 2013 (see note 21.2).
| | --- | ------------------------------------------------------------------------------------------

| | (3) | Includes balances due to related parties of 23 as of December 31, 2013 (see note 21.2).
| | --- | ---------------------------------------------------------------------------------------



The accompanying notes 1 to 32 are an integral
part of these consolidated financial statements



F-4







GLOBANT S.A.CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012(in thousands of U.S. dollars except number of shares issued)



|                                                                                                             |  | Number of shares  issued (1) |            |   | Issued capital |  |        | Additional paid-in capital |  |  | Retained earnings (losses) |   |  | Foreign currency translation reserve |        |   | Attributable to owners of the Parent |  |      | Non- controlling interests |  |  | Total  |  
|------------------------------------------------------------------------------------------------------------ |  | ---------------------------- | ---------- | - | -------------- |  | ------ | -------------------------- |  |  | -------------------------- | - |  | ------------------------------------ | ------ | - | ------------------------------------ |  | ---- | -------------------------- |  |  | ------ | -
|Balance at January 1, 2012                                                                                   |  |                              | 1,031,399  |   |                |  | 1,692  |                            |  |  | 21,818                     |   |  |                                      | 9,239  |   |                                      |  | —    |                            |  |  | 32,749 |  
|Contributions by owners  (see note 29.1)                                                                     |  |                              | 10,685     |   |                |  | 1,959  |                            |  |  | —                          |   |  |                                      | —      |   |                                      |  | —    |                            |  |  | 1,959  |  
|Repurchase of shares  (see note 29.2)                                                                        |  |                              | (16,282    | ) |                |  | (25    | )                          |  |  | (1,705                     | ) |  |                                      | —      |   |                                      |  | —    |                            |  |  | (1,730 | )
|Reduction of additional paid-in capital (2)                                                                  |  |                              | —          |   |                |  | —      |                            |  |  | (439                       | ) |  |                                      | —      |   |                                      |  | —    |                            |  |  | (439   | )
|Company reorganization  (see note 1.1)                                                                       |  |                              | 26,264,946 |   |                |  | 29,123 |                            |  |  | (19,674                    | ) |  |                                      | (9,449 | ) |                                      |  | —    |                            |  |  | —      |  
|Share-based compensation plan  (see note 22)                                                                 |  |                              | —          |   |                |  | —      |                            |  |  | 11,709                     |   |  |                                      | —      |   |                                      |  | —    |                            |  |  | 11,709 |  
|Other comprehensive income for the year, net of income tax                                                   |  |                              | —          |   |                |  | —      |                            |  |  | —                          |   |  |                                      | —      |   |                                      |  | (9   | )                          |  |  | (9     | )
|Loss for the year                                                                                            |  |                              | —          |   |                |  | —      |                            |  |  | —                          |   |  |                                      | (1,301 | ) |                                      |  | —    |                            |  |  | (1,301 | )
|Balance at December 31, 2012                                                                                 |  |                              | 27,290,748 |   |                |  | 32,749 |                            |  |  | 11,709                     |   |  |                                      | (1,511 | ) |                                      |  | (9   | )                          |  |  | 42,938 |  
|Contributions by owners  (see note 29.1)                                                                     |  |                              | 527,638    |   |                |  | 633    |                            |  |  | 5,815                      |   |  |                                      | —      |   |                                      |  | —    |                            |  |  | 6,448  |  
|Issuance of shares under share-based compensation plan (3)                                                   |  |                              | 1,516,724  |   |                |  | 1,820  |                            |  |  | 790                        |   |  |                                      | —      |   |                                      |  | —    |                            |  |  | 2,610  |  
|Repurchase of shares  (see note 29.2)                                                                        |  |                              | (339,952   | ) |                |  | (408   | )                          |  |  | (3,747                     | ) |  |                                      | —      |   |                                      |  | —    |                            |  |  | (4,155 | )
|Repurchase of options
                                                                       (see note 29.3) |  |                              | —          |   |                |  | —      |                            |  |  | (1,971                     | ) |  |                                      | —      |   |                                      |  | —    |                            |  |  | (1,971 | )
|Share-based compensation plan  (see note 22)                                                                 |  |                              | —          |   |                |  | —      |                            |  |  | 793                        |   |  |                                      | —      |   |                                      |  | —    |                            |  |  | 793    |  
|Other comprehensive income for the period, net of tax                                                        |  |                              | —          |   |                |  | —      |                            |  |  | —                          |   |  |                                      | —      |   |                                      |  | (269 | )                          |  |  | (269   | )
|Non-controlling interest arising on acquisition  (see note 23)                                               |  |                              | —          |   |                |  | —      |                            |  |  | —                          |   |  |                                      | —      |   |                                      |  | —    |                            |  |  | —      |  
|Call and put option over non-controlling interest  (see note 23)                                             |  |                              | —          |   |                |  | —      |                            |  |  | (921                       | ) |  |                                      | —      |   |                                      |  | —    |                            |  |  | (921   | )
|Net income for the year                                                                                      |  |                              | —          |   |                |  | —      |                            |  |  | —                          |   |  |                                      | 13,900 |   |                                      |  | —    |                            |  |  | 13,900 |  
|Balance at December 31, 2013                                                                                 |  |                              | 28,995,158 |   |                |  | 34,794 |                            |  |  | 12,468                     |   |  |                                      | 12,389 |   |                                      |  | (278 | )                          |  |  | 59,373 |  



The accompanying notes 1 to 32 are an integral
part of these consolidated financial statements



F-5







GLOBANT S.A.CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012(in thousands of U.S. dollars except number of shares issued)



|                                                                                   |  | Number of Shares  Issued (1) |            |  | Issued capital |  |        | Additional paid-in capital |  |  | Retained earnings (losses) |   |  | Foreign currency translation reserve |        |  | Attributable to owners of the Parent |  |      | Non-
controlling interests |  |  | Total   |  
|---------------------------------------------------------------------------------- |  | ---------------------------- | ---------- |  | -------------- |  | ------ | -------------------------- |  |  | -------------------------- | - |  | ------------------------------------ | ------ |  | ------------------------------------ |  | ---- | -------------------------- |  |  | ------- | -
|Balance at December 31, 2013                                                       |  |                              | 28,995,158 |  |                |  | 34,794 |                            |  |  | 12,468                     |   |  |                                      | 12,389 |  |                                      |  | (278 | )                          |  |  | 59,373  |  
|Issuance of shares in connection with the initial public offering  (see note 29.1) |  |                              | 4,350,000  |  |                |  | 5,220  |                            |  |  | 32,513                     |   |  |                                      | —      |  |                                      |  | —    |                            |  |  | 37,733  |  
|Issuance of shares under share-based compensation plan (3)                         |  |                              | 258,742    |  |                |  | 310    |                            |  |  | 780                        |   |  |                                      | —      |  |                                      |  | —    |                            |  |  | 1,090   |  
|Share-based compensation plan(see note 22) (4)                                     |  |                              | —          |  |                |  | —      |                            |  |  | 3,541                      |   |  |                                      | —      |  |                                      |  | —    |                            |  |  | 3,541   |  
|Other comprehensive income for the period, net of tax                              |  |                              | —          |  |                |  | —      |                            |  |  | —                          |   |  |                                      | —      |  |                                      |  | (433 | )                          |  |  | (433    | )
|Acquisition of non-controlling interest  (see note 23)                             |  |                              | —          |  |                |  | —      |                            |  |  | (96                        | ) |  |                                      | —      |  |                                      |  | —    |                            |  |  | (96     | )
|Recall of call and put option over non-controlling interest  (see note 23)         |  |                              | —          |  |                |  | —      |                            |  |  | 1,070                      |   |  |                                      | —      |  |                                      |  | —    |                            |  |  | 1,070   |  
|Net income for the year                                                            |  |                              | —          |  |                |  | —      |                            |  |  | —                          |   |  |                                      | 25,201 |  |                                      |  | —    |                            |  |  | 25,201  |  
|Balance at December 31, 2014                                                       |  |                              | 33,603,900 |  |                |  | 40,324 |                            |  |  | 50,276                     |   |  |                                      | 37,590 |  |                                      |  | (711 | )                          |  |  | 127,479 |  



| | (1) | All shares are issued, authorized and fully paid. Each share is issued at a nominal value of EUR
0.88 up to the reorganization date and is entitled to one vote (see note 1). After the reorganization, each share is issued at
a nominal value of $1.20 and is entitled to one vote (see note 1). Includes the effect of the retroactive application of 1-for-12
reverse share split (see note 29.4).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Preferred dividend to Paldwick S.A. (“Paldwick”) approved by shareholders meeting (see
note 20).
| | --- | ------------------------------------------------------------------------------------------------

| | (3) | Common shares issued in respect of vested options on January 28, 2013, November 28, 2013 and December
21, 2014 (see note 29.1).
| | --- | -------------------------------------------------------------------------------------------------------------------------------

| | (4) | For 2014, includes the estimated income tax deduction related to the excess of the share-based
compensation expense, for an amount of 2,924.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------



The accompanying notes 1 to 32 are an integral
part of these consolidated financial statements



F-6







GLOBANT S.A.CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012(in thousands of U.S. dollars)



|                                                                                                     |  | For the year ended December 31, |        
|---------------------------------------------------------------------------------------------------- |  | ------------------------------- | -------
|                                                                                                     |  | 2014                            |        
|Cash flows from operating activities                                                                 |  |                                 |        
|Net income (Loss) for the year                                                                       |  |                                 | 25,263 
|Adjustments to reconcile net income (loss) for the year to net cash flows from operating activities: |  |                                 |        
|Share-based compensation expense                                                                     |  |                                 | 617    
|Current income tax                                                                                   |  |                                 | 8,561  
|Deferred income tax                                                                                  |  |                                 | 370    
|Depreciation of property and equipment                                                               |  |                                 | 4,902  
|Amortization of intangible assets                                                                    |  |                                 | 3,132  
|Allowance for doubtful accounts                                                                      |  |                                 | 130    
|Allowance for claims and lawsuits                                                                    |  |                                 | 529    
|Allowance for impairment of tax credits, net of recoveries (note 3.7.1.1)                            |  |                                 | (1,505 
|Gain on remeasument of contingent consideration (note 27.10.1)                                       |  |                                 | —      
|Gain from bargain business combination (note 23)                                                     |  |                                 | (472   
|Accrued interest                                                                                     |  |                                 | 378    
|Gain on transactions with bonds                                                                      |  |                                 | (12,629
|Investment gains                                                                                     |  |                                 | (3,813 
|Exchange differences                                                                                 |  |                                 | 2,148  
|Changes in working capital:                                                                          |  |                                 |        
|Net increase in trade receivables                                                                    |  |                                 | (6,336 
|Net increase in other receivables                                                                    |  |                                 | (5,679 
|Net increase in trade payables                                                                       |  |                                 | 2,905  
|Net increase in payroll and social security taxes payable                                            |  |                                 | 4,231  
|Net increase (decrease) in tax liabilities                                                           |  |                                 | 2,375  
|Utilization of provision of contingencies                                                            |  |                                 | —      
|Net increase (decrease) in other liabilities                                                         |  |                                 | 148    
|Cash provided by operating activities                                                                |  |                                 | 25,255 
|Income tax paid                                                                                      |  |                                 | (10,959
|Net cash provided by operating activities                                                            |  |                                 | 14,296 
|Cash flows from investing activities                                                                 |  |                                 |        
|Acquisition of property and equipment (2)                                                            |  |                                 | (11,391
|Proceeds from disposals of property and equipment                                                    |  |                                 | —      
|Acquisition of intangible assets (3)                                                                 |  |                                 | (2,481 
|Acquisition of debt instruments                                                                      |  |                                 | —      
|Payments related to forward contracts                                                                |  |                                 | (1,069 
|Acquisition of short term investments                                                                |  |                                 | (87,602
|Proceeds from sale of short term investments                                                         |  |                                 | 72,782 
|Payments to acquire other financial assets                                                           |  |                                 | —      
|Payments to acquire investments in associates                                                        |  |                                 | (568   
|Proceeds from redemption of financial instruments                                                    |  |                                 | —      
|Acquisition of bonds                                                                                 |  |                                 | (30,648
|Proceeds from sale of bonds                                                                          |  |                                 | 43,277 
|Acquisition of business, net of cash (note 23) (1)                                                   |  |                                 | 218    
|Seller financing                                                                                     |  |                                 | (6,199 
|Net cash (used in) provided by investing activities                                                  |  |                                 | (23,681



The accompanying notes 1 to 32 are an integral
part of these consolidated financial statements

F-7







GLOBANT S.A.CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012(in thousands of U.S. dollars)



|                                                                                    |  | For the year ended December 31, |       
|----------------------------------------------------------------------------------- |  | ------------------------------- | ------
|                                                                                    |  | 2014                            |       
|Cash flows from financing activities                                                |  |                                 |       
|Proceeds from issuance of shares in connection with the initial public offering (4) |  |                                 | 40,455
|Capital contributions by owners                                                     |  |                                 | —     
|Reduction of additional paid-in capital                                             |  |                                 | —     
|Proceeds from the issuance of shares under the share-based compensation plan        |  |                                 | 1,090 
|Repurchase of options                                                               |  |                                 | —     
|Repayment of borrowings                                                             |  |                                 | (9,690
|Proceeds from borrowings                                                            |  |                                 | 34    
|Repurchase of shares                                                                |  |                                 | —     
|Payment of offering costs                                                           |  |                                 | (3,101
|Cash provided by financing activities                                               |  |                                 | 28,788
|Interest paid                                                                       |  |                                 | (320  
|Net cash provided by financing activities                                           |  |                                 | 28,468
|Effect of exchange rate changes on cash and cash equivalents                        |  |                                 | (1,939
|Increase in cash and cash equivalents                                               |  |                                 | 17,144
|Cash and cash equivalents at beginning of the year                                  |  |                                 | 17,051
|Cash and cash equivalents at end of the year                                        |  |                                 | 34,195



Supplemental information



| | (1) | Cash paid for assets acquired and liabilities assumed in the acquisition of subsidiaries (note
23):
| | --- | ---------------------------------------------------------------------------------------------------



|Supplemental information                                           |  |  |        |   |  |  |        |   |  |  |       |  
|------------------------------------------------------------------ |  |  | ------ | - |  |  | ------ | - |  |  | ----- | -
|Cash paid                                                          |  |  | 1,357  |   |  |  | 3,436  |   |  |  | 3,363 |  
|Less: cash and cash equivalents acquired                           |  |  | (1,575 | ) |  |  | (1,226 | ) |  |  | (264  | )
|Total consideration paid net of cash and cash equivalents acquired |  |  | (218   | ) |  |  | 2,210  |   |  |  | 3,099 |  



| | (2) | In 2014 and 2013, there were 223 and 185 of acquisition of property and equipment financed with
borrowings. In 2014, 2013 and 2012, there were 1,207; 3,533 and 744 of acquisition of property and equipment financed with trade
payables, respectively.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | In 2014 and 2012, there were 216 and 294 of acquisition of intangibles financed with trade payables,
respectively.
| | --- | ------------------------------------------------------------------------------------------------------------------



| | (4) | Proceeds from the Initial Public Offering are disclosed in the statements of changes in Equity
net of related expenses which amount 2,722.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------



The accompanying notes 1 to 32 are an integral
part of these consolidated financial statements



F-8







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 1 — COMPANY OVERVIEW AND BASIS OF PRESENTATION



Globant S.A. is a company organized in
the Grand Duchy of Luxembourg, primarily engaged in the designing and engineering of software development through its subsidiaries
(hereinafter the “Company” or “Globant Lux” or “Globant Group”). The Company specializes in
providing services such as application development, testing, infrastructure management, application maintenance and outsourcing,
among others.



The Company’s
principal operating subsidiaries and countries of incorporation as of December 31, 2014 were the following: Sistemas UK Limited
in the United Kingdom, Globant LLC and Huddle Group Corp. in the United States of America (the “U.S.”), Sistemas Globales
S.A., IAFH Global S.A. and Huddle Group S.A. in Argentina, Sistemas Colombia S.A.S. in Colombia, Global Systems Outs S.R.L. de
C.V. in Mexico, Sistemas Globales Uruguay S.A. in Uruguay, TerraForum Consultoria Ltda. in Brazil, Sistemas Globales Chile Ases.
Ltda., Huddle Group S.A. in Chile and Globant Peru S.A.C. (formerly “Bluestar Energy S.A.C.”) in Peru.



The Globant Group provides
services from development and delivery centers located in the U.S. (San Francisco and Washington), Argentina (Buenos Aires, Tandil,
Rosario, Tucuman, Córdoba, Chaco, Bahia Blanca, La Plata, Mar del Plata and Mendoza), Uruguay (Montevideo), Colombia (Bogota
and Medellin), Peru (Lima) and Brazil (São Paulo) and it also has client management centers in the U.S. (San Francisco and
Boston) and the United Kingdom (London). The Company also has centers of software engineering talent and educational excellence,
primarily across Latin America.



Substantially all revenues
are generated in the U.S. and United Kingdom, through subsidiaries located in those countries. Substantially all the Company’s
workforce is located in Argentina. The Argentine subsidiaries bill the use of such workforce to those U.S. and United Kingdom subsidiaries.



The Company’s
address is 5 rue Guillaume Kroll, L-1882, Luxembourg.



1.1 — Basis of presentation



Until December 9, 2012,
the Company (formerly IT Outsourcing S.L., which in turn changed its legal name to “Globant S.A.” and its corporate
structure from a limited liability company to a corporation —  hereinafter “Globant Spain”), conducted
its business through a sociedad anónima , organized under the laws of the Kingdom of Spain, and its operating subsidiaries.
On December 10, 2012 the shareholders of Globant Spain elected to change the country of domicile of such entity from Spain to Luxembourg
through a holding company reorganization that was completed on such date, as a result of which Globant Spain became the 100% owned
subsidiary of Globant Lux, a newly formed Luxembourg holding company with an issued share capital of 32,749, represented by 27,290,748
shares with a nominal value of $1.20 each.



As of December 9, 2012,
Globant Spain share capital was represented by 1,025,802 shares, which were held as follows:





|Shareholder                                                                                                                                                              |  | Shares |           |  | Interest | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------ | --------- |  | -------- | 
|Martin Gonzalo Umaran (1)                                                                                                                                                |  |        | 70,717    |  |          | 
|Martin Migoya (1)                                                                                                                                                        |  |        | 74,779    |  |          | 
|Guibert Andres Englebienne (1)                                                                                                                                           |  |        | 74,779    |  |          | 
|Nestor Augusto Noceti (1)                                                                                                                                                |  |        | 74,779    |  |          | 
|Riverwood Capital LLC                                                                                                                                                    |  |        | 270,931   |  |          | 
|Endeavor Global, Inc.                                                                                                                                                    |  |        | 10,685    |  |          | 
|Paldwick S.A.                                                                                                                                                            |  |        | 76,044    |  |          | 
|RW Holdings S.à. r.l. (an entity wholly owned by Riverwood Capital, L.P., Riverwood Capital Partners (Parallel-A) L.P. and Riverwood Capital Partners (Parallel-B) L.P.) |  |        | 128,205   |  |          | 
|ITO Holdings S.à. r.l. (an entity wholly owned by FTVentures III, L.P. and FTVentures III-N, L.P.)                                                                       |  |        | 244,883   |  |          | 
|Total                                                                                                                                                                    |  |        | 1,025,802 |  |          | 



| | (1) | Collectively known as “Founders” of the Company.
| | --- | ------------------------------------------------



F-9







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 1 — COMPANY OVERVIEW AND BASIS OF PRESENTATION



At the time of the
reorganization, substantially all of the assets of RW Holdings S.à. r.l. and ITO Holdings S.à. r.l. consisted of
their investment in Globant Spain.



The reorganization
was implemented through the following series of transactions:



1.The Founders of the Company, Riverwood Capital LLC, Endeavor Global, Inc. and Paldwick S.A. contributed all of their shares
of Globant Spain to Globant Lux in exchange for newly issued shares of Globant Lux on a 26.60431-to-1 basis.



2. Riverwood
Capital, L.P., Riverwood Capital Partners (Parallel-A) L.P. and Riverwood Capital Partners (Parallel-B) L.P. contributed all of
their shares of RW Holdings S.à. r.l. to Globant Lux in exchange for newly issued shares of Globant Lux equivalent to the
product of the number of outstanding shares of Globant Spain held by RW Holdings S.à. r.l. on a 26.60431-to-1 basis.



3. FTVentures
III, L.P. and FTVentures III-N, L.P. contributed all of their shares of ITO Holdings S.à. r.l. to Globant Lux in exchange
for newly issued shares of Globant Lux equivalent to the product of the number of outstanding shares of Globant Spain held by ITO
Holdings S.à. r.l. on a 26.60431-to-1 basis.



Pursuant to the terms
of the reorganization:



(i)Globant Lux assumed the obligation to purchase 116,147 share options previously issued by Globant Spain at a weighted average
exercise price of $77.88 per share, which were previously granted to certain key employees, which (based on the 26.60431 multiplier
referred to above) will be exercisable for 3,090,009 at a weighted average price of $2.9268; and



(ii)Globant Lux granted to Endeavor Catalyst Inc., an option to purchase 90,898 of Globant Lux common shares at an exercise
price of $7.0368 per share in consideration for cancellation of the option to purchase 3,417 shares of Globant Spain previously
granted to Endeavor Global, Inc. pursuant to an Option Purchase Agreement dated December 28, 2011, as amended.



Due to this series
of transactions, Globant Lux became the successor parent company of Globant Spain, RW Holdings S.à. r.l., ITO Holdings S.à.
r.l. and all of Globant Spain’s subsidiaries.



In connection with
the legal reorganization, the Company issued 27,290,748 shares of $1.20 par value with substantially the same rights and preferences
that were distributed on a 2.21703 basis to the shareholders of Globant Spain and of RW Holdings S.à. r.l. and ITO Holdings
S.à. r.l. in exchange for their shares in Globant Spain and in RW Holdings S.à. r.l. and ITO Holdings S.à.
r.l. Upon completion of this transaction, Globant Lux replaced Globant Spain and RW Holding S.à. r.l. and ITO Holding S.à.
r.l. as the ultimate parent company and Globant Spain became a wholly-owned subsidiary of Globant Lux. This transaction was accounted
for as a merger between entities under common control; accordingly, the historical financial statements of Globant Spain for periods
prior to this transaction are considered to be the historical financial statements of Globant Lux. No changes in capital structure,
assets or liabilities resulted from this transaction, other than the increase in share capital, which has been treated similar
to a stock dividend. Weighted Average shares for purposes of calculating earnings per share have been retrospectively restated
to reflect the shares issued in the exchange.



The Company has given
retroactive effect to the number of shares in order to reflect the new capital structure after the reverse share split, as described
in note 29.4.



F-10







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 2 — BASIS OF PREPARATION OF THESE CONSOLIDATED
FINANCIAL STATEMENTS



These consolidated
financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as
issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements are presented
in thousands of United States dollars (“U.S. dollars”) and have been prepared under the historical cost convention
except as disclosed in the accounting policies below.



2.1 — Application of new and revised
International Financial Reporting Standards



| | • | Adoption of new and revised standards
| | - | -------------------------------------



The Company has adopted
all of the new and revised standards and interpretations issued by the IASB that are relevant to its operations and that are mandatorily
effective at December 31, 2014.



| | • | New accounting pronouncements
| | - | -----------------------------



The Company has not
applied the following new and revised IFRSs that have been issued but are not yet mandatorily effective:



|IFRS 9                                   | Financial Instruments (1)                                                             
|---------------------------------------- | --------------------------------------------------------------------------------------
|IFRS 15                                  | Revenue from contracts with customers (2)                                             
|Amendments to IAS 38 and IAS 16          | Intangible assets and property plant and equipment (3)                                
|Amendments to IFRS 11                    | Join arrangements (3)                                                                 
|Amendments to IFRS 10 and IAS 28         | Consolidated Financial Statements and Investments in Associates and Joint Ventures (3)
|Amendments to IFRS 5, 7 and IAS 9 and 34 | Annual improvements 2012 – 2014 cycle (4)                                             
|Amendment to IAS 1                       | Disclosure initiative (3)                                                             



(1)Effective for annual periods beginning on or after January 1, 2018. Early adoption is permitted.



(2) Effective
for annual periods beginning on or after January 1, 2017. Early adoption is permitted.



(3) Effective
for annual periods beginning on or after January 1, 2016. Early adoption is permitted.



(4) Effective
for annual periods beginning on or after July 1, 2016. Early adoption is permitted.



| | • | In July 24, 2014, The International Accounting Standards Board (IASB) has published the final version
of IFRS 9 'Financial Instruments'. IFRS 9, as revised in July 2014, introduces a new expected loss impairment model and limited
changes to the classification and measurement requirements for financial assets and is effective for periods beginning on or after
January 1, 2018.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In May 28, 2014 the IASB has published its new revenue Standard, IFRS 15 “Revenue from Contracts
with Customers”. IFRS 15 provides a single, principles based five-step model to be applied to all contracts with customers.
The five steps in the model are as follows:
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | Identify the contract with the customer
| | - | ---------------------------------------



| | o | Identify the performance obligations in the contract
| | - | ----------------------------------------------------



| | o | Determine the transaction price
| | - | -------------------------------



| | o | Allocate the transaction price to the performance obligations in the contracts
| | - | ------------------------------------------------------------------------------



| | o | Recognize revenue when (or as) the entity satisfies a performance obligation.
| | - | -----------------------------------------------------------------------------



Guidance is provided
on topics such as the point in which revenue is recognised, accounting for variable consideration, costs of fulfilling and obtaining
a contract and various related matters. New disclosures about revenue are also introduced. The new standard is effective for annual
periods beginning on or after January 1, 2017. Early adoption is permitted.



| | • | On May 12, 2014, the IASB issued a set of amendments to IAS 38 (intangible assets) and IAS 16 (property,
plant, and equipment). The amendments clarify that:
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | The use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by
an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied
in the asset.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | Revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied
in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-11







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 2 — BASIS OF PREPARATION OF THESE CONSOLIDATED
FINANCIAL STATEMENTS



The amendments are
effective prospectively for annual periods beginning on or after January 1, 2016. Early adoption is permitted.



| | • | On May 6, 2014, the IASB issued amendments to the guidance on joint arrangements in IFRS 11. The
amendments address how an entity should account for an “acquisition of an interest in a joint operation that constitutes
a business”. The amendments are effective prospectively for annual periods beginning on or after January 1, 2016. Early adoption
is permitted.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On September 11, 2014, the IASB issued amendments to IFRS 10 and IAS 28. These amendments clarify
the treatment of the sale or contribution of assets from an investor to its associate or joint venture, as follows:
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | require full recognition in the investor's financial statements of gains and losses arising on the sale or contribution of
assets that constitute a business (as defined in IFRS 3 Business Combinations)
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | require the partial recognition of gains and losses where the assets do not constitute a business, i.e., a gain or loss is
recognised only to the extent of the unrelated investors’ interests in that associate or joint venture.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



These requirements
apply regardless of the legal form of the transaction, e.g. whether the sale or contribution of assets occurs by an investor transferring
shares in any subsidiary that holds the assets (resulting in loss of control of the subsidiary), or by the direct sale of the assets
themselves. The amendments are effective prospectively for annual periods beginning on or after July 1, 2016. Early adoption is
permitted.



| | • | On September 25, 2014, the IASB issued amendments to IFRS 5 and 7 and IAS 9 and 34. These amendments
include annual improvements, as follows:
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| | o | adds specific guidance in IFRS 5 for cases in which an entity reclassifies an asset from held for sale to held for distribution
or vice versa and cases in which held-for-distribution accounting is discontinued
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset, and clarification
on offsetting disclosures in condensed interim financial statements
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | clarify that the high quality corporate bonds used in estimating the discount rate for post-employment benefits should be denominated
in the same currency as the benefits to be paid
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | clarify the meaning of 'elsewhere in the interim report' and require a cross-reference
| | - | --------------------------------------------------------------------------------------



| | • | On December 18, 2014, the IASB issued the amendment to IAS 1 to address perceived impediments to
preparers exercising their judgement in presenting their financial reports. The amendment is effective for annual periods beginning
on or after 1 January 2016, with earlier application being permitted.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company is evaluating
the impact, if any, of adopting this new accounting guidance on our consolidated financial statements.



The Company has adopted,
when applicable, the following new and revised IFRSs as from January 1, 2014:



|Amendments to IAS 32                      | Offsetting Financial Assets and Financial Liabilities
|----------------------------------------- | -----------------------------------------------------
|Amendments to IFRS 10, IFRS 12 and IAS 27 | Investment Entities                                  
|Amendments to IAS 39                      | Provide Relief for Novation of Derivatives           
|IFRIC 21                                  | Levies                                               
|Amendments to IAS 36                      | Disclosure of recoverable value                      



| | • | The amendments to IAS 32 clarify existing application issues relating to the offset of financial
assets and financial liabilities requirements. Specifically, the amendments clarify the meaning of “currently has a legally
enforceable right of set-off” and “simultaneous realisation and settlement”. The amendments did not have effect
on the Company’s consolidated financial statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In May 2013, the IFRS Interpretations Committee issued Interpretation 21, which clarifies when
a reporting entity should recognize a liability related to a levy (other than for income taxes) assessed by a governmental entity.
Interpretation 21 explains that “the obligating event that gives rise to a liability to pay a levy is the activity that triggers
the payment of the levy, as identified by the legislation.” IFRIC 21 did not have significant impact on amounts reported
in the consolidated financial statements.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-12







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 2 — BASIS OF PREPARATION OF THESE CONSOLIDATED
FINANCIAL STATEMENTS



| | • | In May 2013, the IASB issued amendments to IAS 36 to clarify the scope of some of the standard’s
disclosure requirements. The amendments reduce the circumstances in which entities must disclose the recoverable amount of assets
or cash-generating units and explicitly require entities to disclose the discount rate used to determine impairment (or reversals)
when a present value technique is used to calculate the recoverable amount (based on fair value less disposal costs). IAS 36 did
not have impact on amounts reported in the consolidated financial statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In June 2013, the IASB released limited-scope amendments to IAS 39 that allow reporting entities
to maintain hedge accounting when “a derivative, which has been designated as a hedging instrument, is novated to effect
clearing with a central counterparty (“CCP”) as a result of laws or regulation, if specific conditions are met”.
The amendments were issued to address reporting entities’ concerns about the effect of proposed and recently enacted regulations
(e.g., the Dodd-Frank Wall Street Reform and Consumer Protection Act) that require central clearing of certain over-the-counter
derivatives in existing hedge relationships. To benefit from the amendments to IAS 39, an entity must meet all of the following
criteria:
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 1. | Novation to a CCP must occur as a result of laws or regulations or the introduction of laws or
regulations.
| | -- | -----------------------------------------------------------------------------------------------------------



| | 2. | After the novation, the CCP would become the new counterparty to each of the original parties to
the derivative.
| | -- | ----------------------------------------------------------------------------------------------------------------



| | 3. | Any changes to the hedging instrument would be limited to those necessary to effect such a replacement
of the counterparty.
| | -- | ---------------------------------------------------------------------------------------------------------------------------



IAS 39 did not have
impact on amounts reported in the consolidated financial statements.



| | • | The amendments to IFRS 10 define an investment entity and require a reporting entity that meet
the definition of an investment entity not to consolidate its subsidiaries but instead of measure its subsidiaries at fair value
through profit or loss in its consolidated and separate financial statements.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



To qualify as an investment
entity, a reporting entity is required to:



| | o | Obtain funds from one or more investors for the purpose of providing them with professional investment management services.
| | - | ---------------------------------------------------------------------------------------------------------------------------



| | o | Commit to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment
income, or both.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| | o | Measure and evaluate performance of substantially all of its investments on a fair value basis.
| | - | -----------------------------------------------------------------------------------------------



Consequential amendments
have been made to IFRS 12 and IAS 27 to introduce new disclosure requirements for investment entities.



The amendment to IFRS
10, IFRS 12 and IAS 27 did not have impact on the Company’s consolidated financial statements.



2.2 — Basis of consolidation



These consolidated
financial statements include the consolidated financial position, results of operations and cash flows of the Company and its consolidated
subsidiaries. Control is achieved where the company has the power over the investee; exposure, or rights, to variable returns from
its involvement with the investee and the ability to use its power over the investee to affect the amount of the returns. All intercompany
transactions and balances between the Company and its subsidiaries have been eliminated in the consolidation process.



Non-controlling interest
in the equity of consolidated subsidiaries is identified separately from the Company’s net liabilities therein. Non-controlling
interest consists of the amount of that interest at the date of the original business combination and the non-controlling share
of changes in equity since the date of the consolidation. Losses applicable to non-controlling shareholders in excess of the non-controlling
interest in the subsidiary’s equity are allocated against the interest of the Company, except to the extent that the non-controlling
interest has a binding obligation and is able to make an additional investment to cover the losses.



These consolidated
financial statements have been prepared under the historical cost convention.



Acquired companies
are accounted for under the acquisition method whereby they are included in the consolidated financial statements from their acquisition
date.



Detailed below are
the subsidiaries of the Company whose financial statement line items have been included in these consolidated financial statements.



F-13







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 2 — BASIS OF PREPARATION OF THESE CONSOLIDATED
FINANCIAL STATEMENTS



|Company                                   |  | Country of
    incorporation |  | Main
    Activity                    |  | Percentage ownership
    As of December 31, |       
|----------------------------------------- |  | ---------------------------- |  | ------------------------------------ |  | ------------------------------------------- | ------
|                                          |  |                              |  |                                      |  | 2014                                        |       
|Sistemas
    UK Limited                   |  | United Kingdom               |  | Software development and consultancy |  |                                             | 100.00
|Globant
    LLC                           |  | United States of America     |  | Software development and consultancy |  |                                             | 100.00
|Sistemas
    Globales Buenos Aires S.R.L. |  | Argentina                    |  | Investing activities                 |  |                                             | 100.00
|4.0 S.R.L.                                |  | Argentina                    |  | Investing activities                 |  |                                             | 100.00
|Sistemas
    Colombia S.A.S.              |  | Colombia                     |  | Software development and consultancy |  |                                             | 100.00
|Global
    Systems Outs S.R.L. de C.V.    |  | Mexico                       |  | Outsourcing and consultancy          |  |                                             | 100.00
|Software
    Product Creation S.L.        |  | Spain                        |  | Investing activities                 |  |                                             | 100.00
|Globant
    S.A.                          |  | Spain                        |  | Investing activities                 |  |                                             | 100.00
|Sistemas
    Globales Uruguay S.A.        |  | Uruguay                      |  | Software development and consultancy |  |                                             | 100.00
|Sistemas
    Globales S.A.                |  | Argentina                    |  | Software development and consultancy |  |                                             | 100.00
|IAFH
    Global S.A.                      |  | Argentina                    |  | Software development and consultancy |  |                                             | 100.00



|Company                                    |  | Country of
    incorporation |  | Main Activity                        |  | Percentage ownership
    As of December 31, |       
|------------------------------------------ |  | ---------------------------- |  | ------------------------------------ |  | ------------------------------------------- | ------
|                                           |  |                              |  |                                      |  | 2014                                        |       
|Sistemas
    Globales Chile Ases. Ltda.    |  | Chile                        |  | Software development and consultancy |  |                                             | 100.00
|Globers
    S.A. (1)                       |  | Argentina                    |  | Travel organization services         |  |                                             | 100.00
|Globant
    Brasil Participações Ltda. (2) |  | Brazil                       |  | Investing activities                 |  |                                             | 100.00
|TerraForum
    Consultoria Ltda. (3)       |  | Brazil                       |  | Software development and consultancy |  |                                             | 100.00
|ITO Holdings
    S.à. r.l. (4)             |  | Luxembourg                   |  | Investing activities                 |  |                                             | —     
|RW Holdings
    S.à. r.l. (4)              |  | Luxembourg                   |  | Investing activities                 |  |                                             | —     
|Huddle
    Investment LLP (5)              |  | United Kingdom               |  | Investing activities                 |  |                                             | 100.00
|Huddle
    Group S.A. (5)                  |  | Argentina                    |  | Software development and consultancy |  |                                             | 100.00
|Huddle
    Group S.A. (5)                  |  | Chile                        |  | Software development and consultancy |  |                                             | 100.00
|Huddle
    Group Corp. (5)                 |  | United States                |  | Software development and consultancy |  |                                             | 100.00
|Globant
    Peru S.A.C. (6)                |  | Peru                         |  | Software development and consultancy |  |                                             | 100.00
|BlueStar
    Energy Holdings, Inc. (7)     |  | United States                |  | Investing activities                 |  |                                             | 100.00



| | (1) | Globers S.A. was acquired on December 21, 2012.
| | --- | -----------------------------------------------

| | (2) | Globant Brasil Participações Ltda. was incorporated on September 27, 2012.
| | --- | --------------------------------------------------------------------------

| | (3) | TerraForum Consultoria Ltda. was acquired on October 26, 2012.
| | --- | --------------------------------------------------------------

| | (4) | ITO Holdings S.à. r.l. and RW Holdings S.à. r.l. shares were contributed by their
owners on December 9, 2012 (see note 1.1). As of December 31, 2014, these companies were liquidated.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | The 86.25% interest in Huddle Investment LLP and its subsidiaries were acquired on October 18,
2013. On October 23, 2014, the remaining 13.75% interest was acquired (see note 23).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Globant Perú S.A.C. (formerly “Bluestar Energy S.A.C.”) was acquired on October
10, 2014 (see note 23).
| | --- | -------------------------------------------------------------------------------------------------------

| | (7) | In process of liquidation.
| | --- | --------------------------



F-14







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



3.1 — Business combinations



Acquisitions of businesses
are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value,
which is calculated as the sum of the acquisition date fair values of the assets transferred to the Company, liabilities incurred
by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the
acquiree. Acquisition-related costs are recognized in profit or loss as incurred.



At the acquisition
date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value, except that:



| | • | deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements
are recognized and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively ; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | liabilities or equity instruments related to share-based payment arrangements of the acquiree or
share-based payment arrangements of the Company entered into to replace share-based payment arrangements of the acquiree are measured
in accordance with IFRS 2 Share-based Payment at the acquisition date.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Goodwill is measured
as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquired business,
and the fair value of the acquirer’s previously held equity interest in the acquired business (if any) over the net of the
acquisition date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the
acquisition date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred,
the amount of any non-controlling interests in the acquired business and the fair value of the acquirer’s previously held
equity interest in the acquired business (if any), the excess is recognized immediately in profit or loss as a bargain purchase
gain.



Non-controlling interests
that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the
event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share
of the recognized amounts of the acquired business identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction
basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified by IFRS.



Arrangements that include
remuneration of former owners of the acquiree for future services are excluded of the business combinations and will be recognized
in expense during the required service period.



3.2 — Goodwill



Goodwill arising in
a business combination is carried at cost as established at the acquisition date of the business less accumulated impairment losses,
if any. For the purpose of impairment testing, goodwill is allocated to an unique cash generating unit (“CGU”).



Until the year ended
December 31, 2013, for the purpose of impairment testing, goodwill was allocated to the following cash generating units:



Mobile



Consumer Experience,
Gaming, Cloud Computing & Infrastructure, Quality Engineering, Enterprise Consumerization, Creative & Social and Big Data
& High Performance



Cash generating unit
Mobile was the smallest identifiable group of assets that generates cash inflows after the business combination with Nextive Solutions
LLC and Tecnología Social that took place in 2011 explained in note 23 and thus Goodwill originated in that acquisition
has been allocated to this CGU for impairment testing purpose.



At December 31, 2014,
mobile solutions are fully integrated within the Company and for that reason that group assets do not generates by itself largely
independent cash inflows.



Goodwill is not amortized
but is reviewed for impairment at least annually or more frequently when there is an indication that the business may be impaired.
If the recoverable amount of the business is less than its carrying amount, the impairment loss is allocated first to reduce the
carrying amount of any goodwill allocated to the business and then to the other assets of the business pro-rata on the basis of
the carrying amount of each asset in the business. Any impairment loss for goodwill is recognized directly in profit or loss in
the consolidated statement of income and other comprehensive income. An impairment loss recognized for goodwill is not reversed
in a subsequent period.



F-15







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



The Company has not
recognized any impairment loss in the years ended December 31, 2014, 2013 and 2012.



3.3 — Revenue recognition



The Company generates
revenue primarily from the provision of software development, testing, infrastructure management, application maintenance and outsourcing
services. Revenue is measured at the fair value of the consideration received or receivable.



The Company’s
services are performed under both time-and-material (where materials costs consist of travel and out-of-pocket expenses) and fixed-price
contracts. For revenues generated under time-and-material contracts, revenues are recognized as services are performed with the
corresponding cost of providing those services reflected as cost of revenues when incurred. The majority of such revenues are billed
on an hourly, daily or monthly basis whereby actual time is charged directly to the client.



The Company recognizes
revenues from fixed-price contracts based on the percentage of completion method. In instances where final acceptance of the product,
system or solution is specified by the client, revenues are deferred until all acceptance criteria have been met. In absence of
a sufficient basis to measure progress towards completion, revenues are recognized upon receipt of final acceptance from the client.
The cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate
becomes known. Fixed-price contracts are generally recognized over a period of 12 months or less.



3.4 — Leasing



Leases are classified
as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
All other leases are classified as operating leases.



Finance leases which
transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at
the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease
payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant
rate of interest on the remaining balance of the liability. Finance charges are recognised in finance costs in the consolidated
statement of profit or loss and other comprehensive income. A leased asset is depreciated over the useful life of the asset. However,
if there is no reasonable certainty that the Company will obtain ownership by the end of the lease term, the asset is depreciated
over the shorter of the estimated useful life of the asset and the lease term.



During the years ended
December 31, 2014 and 2013, the Company has recognized some agreements related to computer leases as finance leases, considering
all the factors mentioned above.



Operating lease payments
are recognized as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative
of the time pattern in which economic benefitsfrom the leased asset are consumed. Contingent
rentals arising under operating leases are recognised as an expense in the period in which they are incurred.



In the event that lease
incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of
incentives is recognized as a reduction of rental expense on a straight-line basis, except where another systematic basis is more
representative of the time pattern in which economic benefits from the leased asset are consumed. The Company did not receive any
lease incentives in any of the years presented.



There are no situations
in which the Company qualifies as a lessor.



3.5 — Foreign currencies



Except in the case
of TerraForum, Globant Brasil Participações Ltda. and Globers S.A., the Company and the other subsidiaries’
functional currency is the U.S. dollar. In preparing these consolidated financial statements, transactions in currencies other
than the U.S. dollar (“foreign currencies”) are recognized at the rates of exchange prevailing at the dates of the
transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates
prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences are recognized in profit and loss in the period in which they arise.



TerraForum, Globant
Brasil Participações Ltda. and Globers functional currency is the Brazilian Real and the Argentine Peso, respectively.
Assets and liabilities are translated at current exchange rates, while income and expense are translated at the date of the transaction
rate. The resulting foreign currency translation adjustment is recorded as a separate component of accumulated other comprehensive
income (loss) in the equity.



F-16







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



3.6 — Borrowing costs



The Company does not
have borrowings attributable to the construction or production of assets. All borrowing costs are recognized in profit and loss
under finance loss.



3.7 — Taxation



3.7.1 — Income taxes — current
and deferred



Income tax expense
represents the sum of income tax currently payable and deferred tax.



3.7.1.1 — Current income tax



The current income
tax payable is the sum of the income tax determined in each taxable jurisdiction, in accordance with their respective income tax
regimes.



Taxable profit differs
from profit as reported in the consolidated statement of profit or loss and other comprehensive income because taxable profit excludes
items of income or expense that are taxable or deductible in future years and it further excludes items that are never taxable
or deductible. The Company’s liability for current income tax is calculated using tax rates that have been enacted or substantively
enacted as of the balance sheet dates. The current income tax charge is calculated on the basis of the tax laws in force in the
countries in which the consolidated entities operate.



Globant Lux is subject
to a corporate income tax rate of 20%.



In 2008, Globant Spain
elected to be included in the Spanish special tax regime for entities having substantially all of their operations outside of Spain,
known as “Empresas Tenedoras de Valores en elExterior” (“ETVE”),
on which dividends distributed from its foreign subsidiaries as well as any gain resulting from disposal are tax free. In order
to be entitled to the tax exemption, among other requirements, Globant Spain’s main activity must be the administration and
management of equity instruments from non-Spanish entities and such entities must be subject to a tax regime similar to that applicable
in Spain for non-ETVEs companies.



From a taxable income
perspective, the Argentine subsidiaries represent the Company’s most significant operations. Argentine companies are subject
to a 35% corporate income tax rate. In January 2006, Huddle Group S.A. (“Huddle Argentina”) and, in May 2008, IAFH
Global S.A. and Sistemas Globales S.A. were notified by the Argentine Government through the Ministry of Economy and Public Finance
that they had been included within the promotional regime for the software industry established under Law No. 25,922 (the “Software
Promotion Regime”).



The two principal benefits
arising from Law No. 25,922 were:



| | a) | The reduction of 60% of the income tax calculated for each year. This benefit could be applied
for fiscal years ending after the notification to such subsidiaries of their inclusion in the Software Promotion Regime.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | A tax credit of up to 70% of the social security taxes paid by such subsidiaries, under Argentine
Law Nos. 19,032, 24,013 and 24,241. This credit can be used to cancel Argentine federal taxes originated from the software industry.
The principal Argentine federal tax that could be cancelled with this credit was value-added-tax (“VAT”). Income tax
was explicitly excluded from this benefit.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In 2011, the Argentine
Congress passed Law No. 26,692, which maintains all benefits from Law No. 25,922 and includes additional benefits (subject to the
issuance of implementing regulations). The principal characteristics of the Law No. 26,692 are the following:



F-17







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



| | a) | The new law extends fiscal benefits contemplated by the Software Promotion Regime until December
31, 2019, providing certainty regarding these tax credits for the Argentine software industry.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | The new law maintains the reduced income tax rate (14%, instead of the otherwise applicable income
tax rate of 35%) and the tax credit equivalent of up to 70% of social security taxes, but only with respect to the portion of the
business related to the promoted activities.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | Tax credits arising from the Software Promotion Regime can still be applied against VAT and other
Argentine federal taxes. Additionally, the new law allows such tax credit to be applied to cancel income taxes, up to a percentage
not greater that the ratio of the taxpayer’s export revenue to its total sales.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On September 16, 2013,
the Argentine Government published Regulatory Decree No. 1315/2013, which governs the implementation of the Software Promotional
Regime, established by Law No. 25,922, as amended by Law No. 26,692. Regulatory Decree No. 1315/2013, introduced the specific requirements
needed to obtain the fiscal benefits contemplated under the Software Promotion Regime, as amended by Law No. 26,692. Those requirements
include, among others, minimum annual revenue, minimum percentage of employees involved in the promoted activities, minimum aggregate
amount spent in salaries paid to employees involved in the promoted activities, minimum research and development expenses and the
filing of evidence of software-related services exports.



Regulatory Decree No.
1315/2013 further provides that:



| | o | from September 17, 2014 through December 31, 2019, only those companies that are accepted for registration in the National
Registry of Software Producers (Registro Nacional de Productores de Software y Servicios Informaticos) maintained by the Secretary
of Industry (Secretaria de Industria del Ministerio de Industria) will be entitled to participate in the benefits of the Software
Promotion Regime;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | applications for registration in the National Registry of Software Producers must be made to the Secretary of Industry within
90 days after the publication in the Official Gazette (Boletín Oficial) of the relevant registration form (which period
expired on July 8, 2014);
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | the 60% reduction in corporate income tax provided under the Software Promotion Regime shall only become effective as of the
beginning of the fiscal year after the date on which the applicant is accepted for registration in the National Registry of Software
Producers; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | upon the Secretary of Industry’s formal approval of an applicant’s registration in the National Registry of Software
Producers, any promotional benefits previously granted to such person under Law No. 25,922 shall be extinguished.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition, Regulatory
Decree No. 1315/2013 delegates authority to the Secretary of Industry and the Federal Administration of Public Revenue (Administración
Federal de Ingresos Publicos,orAFIP) to adopt “complementary and clarifying” regulations in furtherance
of the implementation of the Software Promotion Regime.



The Company’s
Argentine subsidiaries submitted their applications for registration in the National Registry of Software Producers on June 25,
2014. As of December 31, 2014, the Company believes it is in compliance with the requirements of the Decree No. 1315/2013 and expects
to obtain the formal approval for their registration in such Registry during the first semester of 2015. Considering the foregoing,
the Company has recognized tax benefits under Law No. 26,692 based on its understanding that those benefits will be effective since
September 18, 2014 once the Company is reaccredited under the new regime.



On February 6, 2015,
by means of Resolution No. 92/2015, the Secretary of Industry delegated in the Subsecretary of Industry the power to approve the
registration in the National Registry of Software Producers by administrative act, aiming to expedite the reaccreditation process.



On March 11, 2014,
AFIP issued General Resolution No. 3,597. This resolution provides that, as a further prerequisite to participation in the Software
Promotion Regime, a company that exports software and related services must register in a newly established Special Registry of
Exporters of Services (Registro Especial de Exportadores de Servicios). On March 14, May 21 and May 28, 2014, the Company’s
Argentine subsidiaries, Huddle Group S.A., IAFH Global S.A. and Sistemas Globales S.A., respectively, applied and were accepted
for registration in the Special Registry of Exporters of Services. In addition, General Resolution No. 3,597 states that any tax
credits generated under Law No. 25,922 by a participant in the Software Promotion Regime will only be valid until September 17,
2014.



As of December 31,
2013, based on its interpretation of Regulatory Decree No. 1315/2013, and considering the facts and circumstances available until
the date of issuance of the consolidated financial statements for the year then ended, management believed that any tax credits
generated under Law No. 25,922 will only be valid until the effective date of registration in the National Registry of Software
Producers and, consequently, due to the uncertainty regarding the actual date of registration in such registry, that there was
a substantial doubt as to the recoverability of the tax credit generated by its Argentine subsidiaries under Law No. 25,922. Accordingly,
as of December 31, 2013 the Company recorded a valuation allowance of 9,579 to reduce the carrying value of such tax credit to
its estimated net realizable value.



F-18







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



In addition, during
the last quarter of 2014, considering new facts and circumstances existing in such period, including the reaccreditation of four
software companies in Argentina by the Secretary of Industry who stated in the respective resolutions that the tax benefits under
the previous regime expired on the date of reaccreditation, the Company recorded a gain of 1,505 related to a partial reversal
of the allowance for impairment of tax credits generated under the abovementioned law.



As of the date of the
issuance of these consolidated financial statements there were no communications related to the approval of the reaccreditation
in the National Registry of Software Producers.



The Company’s
Uruguayan subsidiary Sistemas Globales Uruguay S.A. is domiciled in a tax free zone and has an indefinite tax relief of 100% of
the income tax rate and an exemption from VAT. Aggregate income tax relief arising under Sistemas Globales Uruguay S.A. for years
ended December 31, 2014 and 2013 were 469 and 284, respectively. There was no income tax relief from this subsidiary for the year
ended December 31, 2012.



The Company’s
Colombian subsidiary Sistemas Colombia S.A.S. is subject to federal corporate income tax at the rate of 25% and the CREE (“Contribución
Empresarial para la Equidad”) at the rate of 9% calculated on net income before income tax, applicable till December
31, 2015. After that date, the rate will be increased to 14%.



The Company’s
U.S. subsidiaries Globant LLC and Huddle Group Corp. are subject to U.S. federal income tax at the rate of 34%.



The Company’s
English subsidiaries Sistemas UK Limited and Huddle Investment LLP, are subject to corporate income tax at the rate of 21%.



The Company’s
Chilean subsidiaries Sistemas Globales Chile Ases. Ltda. and Huddle Group S.A. are subject to corporate income tax at the rate
of 21%.



The Company’s
Brazilian subsidiary Terraforum Consultoría Ltda., acquired in October 26, 2012, has changed into the Taxable Income
Method (“lucro real”) in the fiscal year 2013. Under this method, taxable income is based upon a percentage of profit
accrued by the Company, adjusted according to the add-backs and exclusions provided in the relevant tax law. The rate applicable
to the taxable income derived from the subsidiary’s activity is 24% plus 10% if the net income before income tax is higher
than 120,000 Brazilian reais. Until the fiscal year ending December 31, 2012, the Company adopted the Estimated Profit Method
(“lucro presumido”). Under this method, taxable income is based upon a percentage of gross revenues accrued in each
quarter. Gross revenues are understood as the product from the sale of goods or products, from the price of the services rendered
and for the income earned on transactions for third parties. The rate applicable to the gross revenues derived from the subsidiary’s
activity was 32%.



The Company’s
Peruvian subsidiary Globant Peru S.A.C. is subject to corporate income tax at the rate of 30%.



3.7.1.2 — Deferred tax



Deferred tax is recognized
on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the
corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable
temporary differences, and deferred tax assets including tax loss carry forwards are generally recognized for all deductible temporary
differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences
can be utilized. Such deferred assets and liabilities are not recognized if the temporary difference arises from goodwill or from
the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither
the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognized if the temporary difference
arises from the initial recognition of goodwill.



Deferred tax liabilities
are recognized for taxable temporary differences associated with investments in subsidiaries, except where the entities are able
to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable
future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only
recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits
of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets
is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits
will be available to allow all or part of the asset to be recovered.



F-19







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Deferred tax assets
and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the
asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The
measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the
Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.



Deferred tax assets
and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities
and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets
and liabilities on a net basis.



Current and deferred
tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly
in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity
respectively. The Company has not recorded any current or deferred income tax in other comprehensive income or equity in any each
of the years presented.



Where current tax or
deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the
business combination.



Under IFRS, deferred
income tax assets (liabilities) are classified as non-current assets (liabilities).



The Company does not
have unrecognized tax benefits or reserve for uncertain tax positions that require disclosure in its consolidated financial statements.



3.8 — Property and equipment



Fixed assets are valued
at acquisition cost, net of the related accumulated depreciation and accumulated impairment losses, if any.



Depreciation is recognized
so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line
method.



The estimated useful
lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes
in estimate accounted for on a prospective basis.



Properties under construction
are carried at cost, less any recognized impairment loss. Such properties are classified to the appropriate categories of property
and equipment when completed and ready for intended use. Depreciation of these assets, on the same basis as other property assets,
commences when the assets are ready for their intended use.



An item of property
and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of
the asset. Any gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference
between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.



The value of fixed
assets, taken as a whole, does not exceed their recoverable value.



3.9 — Intangible assets



Intangible assets include
licenses, trademarks, customer relationships and non-compete agreements. The accounting policies for the recognition and measurement
of these intangible assets are described below.



3.9.1 — Intangible assets acquired separately



Intangible assets with
finite useful lives that are acquired separately (licenses) are carried at cost less accumulated amortization and accumulated impairment
losses. Amortization is recognized on a straight-line basis over the intangible assets estimated useful lives. The estimated useful
lives and amortization method are reviewed at the end of each annual reporting period, with the effect of any changes in estimates
being accounted for on a prospective basis.



3.9.2 — Intangible assets acquired in
a business combination



Intangible assets acquired
in a business combination (trademarks, customer relationships and non-compete agreement) are recognized separately from goodwill
and are initially recognized at their fair value at the acquisition date (which is regarded as their cost).



F-20







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Subsequent to initial
recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization and accumulated
impairment losses, on the same basis as intangible assets acquired separately.



3.9.3 — Internally-generated intangible
assets



Intangible assets arising
from development is recognized if, and only if, all the following have been demonstrated:



| | o | the technical feasibility of completing the intangible asset so that it will be available for use or sale;
| | - | ----------------------------------------------------------------------------------------------------------



| | o | the intention to complete the intangible asset and use or sell it;
| | - | ------------------------------------------------------------------



| | o | the ability to use or sell the intangible asset;
| | - | ------------------------------------------------



| | o | how the intangible asset will generate probable future economic benefits;
| | - | -------------------------------------------------------------------------



| | o | the ability of adequate technical, financial and other resources to complete the development and to use or sell the intangible
asset; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



| | o | the ability to measure reliably the expenditure attributable to the intangible asset during its development.
| | - | ------------------------------------------------------------------------------------------------------------



The amount initially
recognized for internally-generated assets is the sum of expenditure incurred from the date when the intangible asset first meets
the recognition criteria listed above. Where no internally-generated intangible asset can be recognized, development expenditure
is recognized in profit or loss in the period in which it is incurred.



Subsequent to initial
recognition, intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same
basis as intangible assets that are acquired separately.



3.9.4 — Derecognition of intangible
assets



An intangible asset
is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from
derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the
asset, and are recognized in profit or loss when the asset is derecognized.



3.10 — Impairment of tangible and intangible
assets excluding goodwill



At each balance sheet
date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of
an individual asset, the Company estimates the recoverable amount of the cash-generating unit or the business, as the case may
be.



The recoverable amount
of an asset is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.



If the recoverable
amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable
amount. An impairment loss is recognized immediately in the statement of profit or loss and other comprehensive income for the
year.



As of December 31,
2014, 2013 and 2012, no impairment losses were recorded.



3.11 — Provisions for contingencies



The Company has existing
or potential claims, lawsuits and other proceedings. Provisions are recognized when the Company has a present obligation (legal
or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a
reliable estimate can be made of the amount of the obligation.



The amount recognized
as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking
into account the risks and uncertainties surrounding the obligation, and the advice of the Company’s legal advisors.



When some or all of
the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized
as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
The amount of the recognized receivable does not exceed the amount of the provision recorded.



F-21







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



3.12 — Financial assets



Financial assets are
classified into the following specified categories: “held-to-maturity” investments, “available-for-sale”
(“AFS”) financial assets, “fair value through profit or loss” (“FVTPL”) and “loans and
receivables”. The classification depends on the nature and purpose of the financial assets and is determined at the time
of initial recognition.



3.12.1 — Effective interest method



The effective interest
method is a method of calculating the amortized cost of an instrument and of allocating interest income over the relevant period.
The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid
or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through
the expected life of the instrument, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.



3.12.2 — Financial assets at FVTPL



Financial assets are
classified as at FVTPL when the financial asset is either held for trading or it is designated as at FVTPL. A financial asset is
classified as held for trading if:



| | o | It has been acquired principally for the purpose of selling it in the near term; or
| | - | -----------------------------------------------------------------------------------



| | o | On initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and
has a recent actual pattern of short-term profit-taking; or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | It is a derivative that is not designated and effective as a hedging instrument.
| | - | --------------------------------------------------------------------------------



A financial asset other
than a financial asset held for trading may be designated as at FVTPL upon initial recognition if:



| | o | Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise;
or
| | - | ------------------------------------------------------------------------------------------------------------------------------



| | o | The financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance
is evaluated on a fair value basis, in accordance with the Company’s documented risk management or investment strategy, and
information about the grouping is provided internally on that basis; or
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | It forms part of a contract containing one or more embedded derivatives, and IAS 39 permits the entire combined contract to
be designated as at FVTPL.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------



Financial assets at
FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or
loss recognized in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the ‘Finance
income’ line.



3.12.3 — Available-for-sale financial
assets (AFS financial assets)



AFS financial assets
are non-derivatives that are either designated as AFS or are not classified as (a) loans and receivables, (b) held-to-maturity
investments or (c) FVTPL.



Listed redeemable notes
held by the Company that are traded in an active market are classified as AFS and are stated at fair value at the end of each reporting
period. Fair value is determined in the manner described in note 27.7. Changes in the carrying amount of AFS financial assets relating
to changes in foreign currency rates, interest income calculated using the effective interest method are recognized in profit or
loss. Other changes in the carrying amount of AFS financial assets are recognized in other comprehensive income.



The AFS financial assets
denominated in a foreign currency is determined in that foreign currency and translated at the spot rate prevailing at the end
of the reporting period. The foreign exchange gains and losses that are recognized in profit or loss are determined based on the
amortized cost of the monetary asset. Other foreign exchange gains and losses are recognized in other comprehensive income.



3.12.4 — Derivative financial instruments



The Company enters
into foreign exchange forward contracts. Derivatives are initially recognized at fair value at the date the derivative contracts
are entered into and are subsequently remeasured to fair value at the end of each reporting period. The resulting gain or loss
is recognized in profit or loss.



F-22







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



3.12.5 — Loans and receivables



Trade receivables,
loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as
‘loans and receivables’. Loans and receivables are measured at amortized cost using the effective interest method,
less any impairment.



Interest income is
recognized by applying the effective interest rate, except for short-term receivables when the recognition of interest would be
immaterial.



3.12.6 — Investment in associates



An associate is an
entity over which the Company has significant influence. Significant influence is the power to participate in the financial and
operating policy decisions of the investee but is not control or joint control over those policies.



The results and assets
and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting.
Under the equity method, an investment in associate is initially recognized in the consolidated statement of financial position
at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of
the associate.



3.12.7 — Other Financial Assets



Call option over non-controlling
interest in subsidiary



On October 11, 2013,
the Company was granted a call option to acquire the remaining 13.75% interest in Huddle UK, which can be exercised on April 1,
2016. At the same moment, the Company has also agreed on a put option with the non-controlling shareholder which gives him the
right to sell its remaining 13.75% interest also on April 1, 2016. As of December 31, 2013, the Company accounted for the call
option at its fair value of 984 in a similar way to a call option over an entity’s own equity shares and the initial fair
value of the option was recognized in equity. On October 23, 2014, the Company entered into an agreement to amend the previous
Stock Purchase Agreement signed on October 11, 2013 to purchase the remaining 13.75% capital interest of Huddle UK. Pursuant to
this amendment, call and put options over the non-controlling interest were recalled as explained in note 23.



3.12.8 — Impairment of financial assets



Financial assets, other
than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered
to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition
of the financial asset, the estimated future cash flows of the financial asset have been affected.



For AFS equity investments,
a significant or prolonged decline in the fair value of the security below its cost considered to be objective evidence of impairment.
When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive
income are reclassified to profit or loss in the period.



In respect of AFS equity
securities, impairment losses previously recognized in profit or loss are not reversed through profit or loss. Any increase in
the fair value subsequent to an impairment loss is recognized in other comprehensive income. In respect of AFS debt securities,
impairment losses are subsequently reversed through profit or loss if an increase in the fair value of the investment can be objectively
related to an event occurring after the recognition of the impairment loss.



For financial assets
measured at amortized cost, the amount of the impairment loss recognized is the difference between the asset’s carrying amount
and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.



For financial assets
measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through
profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed
what the amortized cost would have been had the impairment not been recognized.



Trade receivables carrying
amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off
against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account.
Changes in the carrying amount of the allowance account are recognized in profit and loss.



F-23







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



3.12.9 — Derecognition of financial
assets



The Company derecognizes
a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial
asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Company neither transfers
nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes
its retained interest in the asset and an associated liability for amounts it may have to pay.



If the Company retains
substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial
asset and also recognizes a collateralized borrowing for the proceeds received.



3.13 — Financial liabilities and equity
instruments



3.13.1 — Classification as debt or equity



Debt and equity instruments
issued by the Company and its subsidiaries are classified as either financial liabilities or as equity in accordance with the substance
of the contractual arrangements and the definitions of a financial liability and an equity instrument.



3.13.2 — Equity instruments



An equity instrument
is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments
issued by the Company are recognized at the proceeds received, net of direct issue costs.



Repurchase of the Company’s
own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase,
sale, issue or cancellation of the Company’s own equity instruments.



3.13.3 — Financial liabilities



Financial liabilities,
including borrowings, are initially measured at fair value, net of transaction costs.



Financial liabilities
are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective
yield basis.



The effective interest
method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life
of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.



3.13.4 — Derecognition of financial
liabilities



The Company derecognizes
financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire. The difference
between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit
or loss.



3.14 — Cash and cash equivalents



For the purposes of
the statement of cash flows, cash and cash equivalents include cash on hand and in banks and short-term highly liquid investments
(original maturity of less than 90 days). In the consolidated statements of financial position, bank overdrafts are included in
borrowings within current liabilities.



Cash and cash equivalents
as shown in the statement of cash flows only includes cash and bank balances.



3.15 — Reimbursable expenses



Out-of-pocket and travel
expenses are recognized as expense in the statements of income for the year. Reimbursable expenses are billed to customers and
recorded net of the related expense.



3.16 — Deferred Offering Costs



As of December 31,
2013, deferred offering costs consisted primarily of direct incremental accounting and legal fees related to the Company’s
initial public offering (“IPO”) of its common shares that took place after the effectiveness of the Company’s
form F-1 filed with the U.S. Securities and Exchange Commission (“SEC”) on July 23, 2014. Approximately 1,620 of deferred
offering costs were included in other receivables on the Company’s consolidated balance sheet as of December 31, 2013. Upon
completion of the Company’s IPO on July 23, 2014, this amount was offset against the proceeds of the offering and included
in equity. For further explanation see note 29.1.



F-24







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



3.17 — Share-based compensation plan



The Company has a share-based
compensation plan for executives and employees of the Company and its subsidiaries. Equity-settled share-based payments to employees
are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value
of equity-settled share-based transactions are set forth in note 22.



The fair value determined
at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based
on the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity.



3.18 — Gain on transactions with bonds



3.18.1 — Proceeds received by Argentine
subsidiaries as payment for exports



During the year ended
December 31, 2013, Globant LLC, a U.S. subsidiary of the Company started paying for certain services rendered by the Argentine
subsidiaries of the Company through the delivery of Argentine sovereign bonds (denominated in U.S. dollars), hereinafter referred
to as “BODEN”, acquired in the U.S. market (in U.S. dollars). The BODEN trade both in the U.S. and Argentine markets.
The Company considers the Argentine market to be the principal market for the BODEN.



After receiving the
BODEN and after holding them for a period of, on average, 10 to 30 days, the Argentine subsidiaries, sell those BODEN in the Argentine
market. The fair value of the BODEN in the Argentine market (in Argentine pesos) during the year ended December 31, 2013 was higher
than its quoted price in the U.S. market (in U.S. dollars) converted at the official exchange rate prevailing in Argentina, which
is the rate used to convert these transactions in foreign currency into the Company’s functional currency; thus, generating
a gain when remeasuring the fair value of the bonds in Argentine pesos into U.S. dollars at the official exchange rate prevailing
in Argentina.



The Company has designated
the BODEN at fair value through profit or loss (FVTPL), and it has concluded that the BODEN fall into the category of held for
trading considering that they are acquired with the sole purpose of being sold in the short-term (i.e. on average, more than 10
days and less than 30 days).



During the year ended
December 31, 2013, the Company recorded a gain amounting to 29,577, due to the above-mentioned transactions that were disclosed
under the caption “Gain on transactions with bonds” in the consolidated statements of profit or loss and other comprehensive
income.



During the year ended
December 31, 2014, the Company did not engage in the above described transaction.



3.18.2 — Proceeds received by Argentine
subsidiaries through capital contributions



During the year ended
December 31, 2014, the Argentine subsidiaries of the Company, through cash received from capital contributions, acquired Argentine
sovereign bonds, including BODEN and Bonos Argentinos (“BONAR”), in the U.S. market denominated in U.S. dollars.
These bonds trade both in the U.S. and Argentine markets. The Company considers the Argentine market to be the principal market
for these bonds.



After acquiring these
bonds and after holding them for a certain period of time, the Argentine subsidiaries, sell those bonds in the Argentine market.
The fair value of these bonds in the Argentine market (in Argentine pesos) during the year ended December 31, 2014 was higher than
its quoted price in the U.S. market (in U.S. dollars) converted at the official exchange rate prevailing in Argentina, which is
the rate used to convert these transactions in foreign currency into the Company’s functional currency; thus, generating
a gain when remeasuring the fair value of the bonds in Argentine pesos into U.S. dollars at the official exchange rate prevailing
in Argentina.



During the year ended
December 31, 2014, the Company recorded a gain amounting to 12,629, due to the above-mentioned transactions that were disclosed
under the caption “Gain on transactions with bonds” in the consolidated statements of profit or loss and other comprehensive
income.



3.19 —  Components of other comprehensive
income



Components of other
comprehensive income are items of income and expense that are not recognised in profit or loss as required or permitted by other
IFRSs. The Company included gains and losses arising from translating the financial statements of a foreign operation.



F-25







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



3.20 —  Foreign exchange controls in
Argentina



During 2012, the Argentine
Government implemented formal and informal controls on the ability of companies and individuals to purchase foreign currency. Those
controls include, among others, the requirement to obtain the previous validation from the Argentine Tax Authority of the foreign
currency transaction, which approval process could delay or even restrict the ability to purchase foreign currency through the
Mercado Unico Libre de Cambios (the Single Free Exchange Market, or “MULC,” administered by the Argentine Central
Bank as the only environment where exchange transactions can be lawfully made). Although the transfer of funds abroad by Argentine
companies to pay dividends to foreign shareholders, based on approved and audited financial statements, does not currently require
formal approval by the Argentine Central Bank, there can be no assurance as to whether the Company’s Argentine subsidiaries
could obtain all or part of the requested foreign currency in the MULC at the moment they approve a dividend distribution.



3.21 — Loans granted to employees



During the last quarter
of the year ended December 31, 2013, the Company granted to its employees the possibility to get a loan from the Company with a
preferential interest annual rate of 2%, payable in 18 installments, starting in April 2014. The total amount of loans granted
to employees arose to 1,160 distributed among 346 employees.



F-26







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 4 — CRITICAL ACCOUNTING JUDGEMENTS
AND KEY SOURCES OF ESTIMATION UNCERTAINTY



In the application
of the Company’s accounting policies, which are described in note 3, the Company’s management is required to make judgements,
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.



The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate
is revised if the revision affects only that year or in the year of the revision and future years if the revision affects both
current and future years.



The critical accounting
estimates concerning the future and other key sources of estimation uncertainty at the end of the reporting year that have a significant
risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year are the following:



| | 1. | Revenue recognition
| | -- | -------------------



The Company
generate revenues primarily from the provision of software development services. The Company recognizes revenues when realized
or realizable and earned, which is when the following criteria are met: persuasive evidence of an arrangement exists; delivery
has occurred; the sales price is fixed or determinable; and collectability is reasonably assured. If there is an uncertainty about
the project completion or receipt of payment for the consulting services, revenues are deferred until the uncertainty is sufficiently
resolved.



Recognition
of revenues under fixed-price contracts involves significant judgment in the estimation process including factors relating to the
assumptions, risks and uncertainties inherent with the application of the percentage-of-completion method of accounting affecting
the amounts of revenues and related expenses reported in the Company’s consolidated financial statements. Under this method,
total contract revenue during the term of an agreement is recognized on the basis of the percentage that each contract’s
total labor cost to date bears to the total expected labor cost. This method is followed where reasonably dependable estimates
of revenues and costs can be made. A number of internal and external factors can affect these estimates, including labor hours
and specification and testing requirement changes.



Revisions
to these estimates may result in increases or decreases to revenues and income and are reflected in the consolidated financial
statements in the periods in which they are first identified. If the estimates indicate that a contract loss will be incurred,
a loss provision is recorded in the period in which the loss first becomes probable and reasonably estimable. Contract losses are
determined to be the amount by which the estimated costs of the contract exceed the estimated total revenues that will be generated
by the contract and are included in cost of revenues in the consolidated statement of income and other comprehensive income. Contract
losses for the periods presented in these consolidated financial statements were immaterial.



| | 2. | Goodwill impairment analysis
| | -- | ----------------------------



Goodwill
is measured as the excess of the cost of an acquisition over the sum of the amounts assigned to tangible and intangible assets
acquired less liabilities assumed. The determination of the fair value of the tangible and intangible assets involves certain judgments
and estimates. These judgments can include, but are not limited to, the cash flows that an asset is expected to generate in the
future and the appropriate weighted average cost of capital.



The Company
evaluates goodwill for impairment at least annually or more frequently when there is an indication that the unit may be impaired.
When determining the fair value of the Company’s reporting units, the Company utilizes the income approach using discounted
cash flow. The income approach considers various assumptions including increase in headcount, headcount utilization rate and revenue
per employee, income tax rates and discount rates.



Any adverse
changes in key assumptions about the businesses and their prospects or an adverse change in market conditions may cause a change
in the estimation of fair value and could result in an impairment charge. Based upon the Company’s evaluation of goodwill,
no impairments were recognized during 2014, 2013 and 2012.



| | 3. | Income taxes
| | -- | ------------



Determining
the consolidated provision for income tax expenses, deferred income tax assets and liabilities requires significant judgment. The
provision for income taxes includes federal, state, local and foreign taxes. Deferred tax assets and liabilities are recognized
for the estimated future tax consequences in each of the jurisdictions where the Company operates of temporary differences between
the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be reversed.
Changes to enacted tax rates would result in either increases or decreases in the provision for income taxes in the period of changes.



F-27







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 4 — CRITICAL ACCOUNTING JUDGEMENTS
AND KEY SOURCES OF ESTIMATION UNCERTAINTY



The carrying
amount of a deferred tax asset is reviewed at the end of each reporting period and is reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow the benefit of part or all of the deferred tax assets to be
utilized. This assessment requires judgments, estimates and assumptions by management. In evaluating the Company’s ability
to utilize its deferred tax assets, the Company considers all available positive and negative evidence, including the level of
historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are recoverable.
The Company’s judgments regarding future taxable income are based on expectations of market conditions and other facts and
circumstances. Any adverse change to the underlying facts or the Company’s estimates and assumptions could require that the
Company reduces the carrying amount of its net deferred tax assets.



| | 4. | The allowance for doubtful accounts
| | -- | -----------------------------------



The Company
maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its clients to make required
payments. The allowance for doubtful accounts is determined by evaluating the relative credit-worthiness of each client, historical
collections experience and other information, including the aging of the receivables. If the financial condition of customers of
the Company were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.



| | 5. | The allowance for impairment of tax credits
| | -- | -------------------------------------------



The Company
maintains an allowance for impairment of tax credits for estimated losses resulting from substantial doubt about the recoverability
of the Software Promotion Regime tax credit. The allowance for impairment of tax credits is determined by estimating future uses
of tax credits against value-added tax positions.



| | 6. | Share-based compensation plan
| | -- | -----------------------------

|
|

The Company’s
grants under its share-based compensation plan with employees are measured based on fair value of the Company’s shares at
the grant date and recognized as compensation expense on a straight-line basis over the requisite service period, with a corresponding
impact reflected in additional paid-in capital.



Determining
the fair value of the share-based awards at the grant date requires judgments. The Company calculated the fair value of each option
award on the grant date using the Black-Scholes option pricing model. The Black-Scholes model requires the input of highly subjective
assumptions, including the fair value of the Company’s shares, expected volatility, expected term, risk-free interest rate
and dividend yield.



Fair
value of the shares:   For the 2014 Equity Incentive Plan, the fair value of the shares is based on the quote market
price of the Company’s shares at the grant date. For the 2012 Equity Incentive Plan, as the Company’s shares were not
publicly traded the fair value was determined using the market approach technique based on the value per share of private placements.
The Company had gone in the past through a series of private placements in which new shares have been issued. The Company understood
that the price paid for those new shares was a fair value of those shares at the time of the placement. In January 2012, Globant
Spain had a capital contribution from a new shareholder, which included cash plus share options granted to the new shareholder,
therefore, the Company considered that amount to reflect the fair value of their shares. The fair value of the shares related to
this private placement resulted from the following formula: cash minus fair value of share options granted to new shareholder divided
by number of newly issued shares. The fair value of the share options granted to the new shareholder was determined using the same
variables and methodologies as the share options granted to the employees. After the reorganization described in note 1.1, in December
2012, shares of Globant Lux were sold by existing shareholders in a private placement to WPP. The fair value of the shares related
to this private placement results from the total amount paid by WPP to the existing shareholders.



Expected
volatility: As the Company does not have trading history for their shares, the expected volatility for their shares was estimated
by taking the average historic price volatility of the NASDAQ 100 Telecommunication Index.



Expected
term: The expected life of options represents the period of time the granted options are expected to be outstanding.



Risk
free rate:The risk-free rate for periods within the contractual life of the option is based on the U.S. Federal Treasury yield
curve with maturities similar to the expected term of the options.



F-28







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 4 — CRITICAL ACCOUNTING JUDGEMENTS
AND KEY SOURCES OF ESTIMATION UNCERTAINTY



Dividend
yield: The Company has never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable
future. Consequently, the Company used an expected dividend yield of zero.



| | 7. | Call option over non-controlling interest
| | -- | -----------------------------------------



As of
December 31, 2013, the Company held a call option to acquire the 13.75% of the remaining interest in Huddle UK, which could be
exercised on April 1, 2016. The Company calculated the fair value of this option using the Black-Scholes option model. The Black-Scholes
model requires the input of highly subjective assumptions, including the expected volatility, maturity, risk-free interest rate,
value of the underlying asset and dividend yield.



Expected
volatility: The Company has considered annualized volatility as multiples of EBITDA of publicly traded companies in the technology
business in the U.S., Europe and Asia from 2008.



Maturity:
The combination between the call and put options (explained in note 23) implied that, assuming no liquidity restrictions as part
of the Company at the moment that the option was exercisable and considering that both parties wanted to maximize their benefits,
the Company would acquire Mr. Spitz’s shares at the date that this option was exercisable. Therefore, the Company has assumed
that the maturity date of both options is April 1, 2016.



Risk
free rate: The risk-free rate for periods within the contractual life of the option was based on the U.S. Federal Treasury
yield curve with maturities similar to the expected term of the option.



Value
of the underlying assets:   The Company considered a multiple of EBITDA resulting from the implied multiple in Huddle
adjusted by the lack of control.



Dividend
yield: The Company did not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an
expected dividend yield of zero.



As of
December 31, 2014, the above mentioned call option over non-controlling interest was replaced pursuant the amendment to the Stock
Purchase Agreement signed on October 23, 2014, explained in notes 3.12.8 and 23.



F-29







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 5 — COST OF REVENUES AND SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES



5.1 — Cost of revenues



|                                                      |  | For the year ended December 31, |         
|----------------------------------------------------- |  | ------------------------------- | --------
|                                                      |  | 2014                            |         
|Salaries, employee benefits and social security taxes |  |                                 | (107,481
|Share-based compensation expense                      |  |                                 | (35     
|Depreciation and amortization expense                 |  |                                 | (3,813  
|Travel and housing                                    |  |                                 | (8,099  
|Office expenses                                       |  |                                 | (1,399  
|Professional services                                 |  |                                 | (679    
|Recruiting, training and other employee expenses      |  |                                 | (138    
|Taxes                                                 |  |                                 | (49     
|TOTAL                                                 |  |                                 | (121,693



5.2 — Selling, general and administrative
expenses



|                                                      |  | For the year ended December 31, |        
|----------------------------------------------------- |  | ------------------------------- | -------
|                                                      |  | 2014                            |        
|Salaries, employee benefits and social security taxes |  |                                 | (18,656
|Share-based compensation expense                      |  |                                 | (582   
|Rental expenses                                       |  |                                 | (8,830 
|Office expenses                                       |  |                                 | (7,809 
|Professional services                                 |  |                                 | (7,085 
|Travel and housing                                    |  |                                 | (3,380 
|Taxes                                                 |  |                                 | (4,215 
|Depreciation and amortization expense                 |  |                                 | (4,221 
|Promotional and marketing expenses                    |  |                                 | (1,640 
|Recruiting, training and other employee expenses      |  |                                 | (740   
|Charge to allowance for doubtful accounts             |  |                                 | (130   
|TOTAL                                                 |  |                                 | (57,288



F-30







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 6 — FINANCE INCOME/EXPENSE



|                                |  | For the year ended December 31, |        
|------------------------------- |  | ------------------------------- | -------
|                                |  | 2014                            |        
|Finance income                  |  |                                 |        
|Interest                        |  |                                 | 99     
|Gain on sale of corporate bonds |  |                                 | —      
|Foreign exchange gain           |  |                                 | 6,357  
|Investment gains                |  |                                 | 3,813  
|Subtotal                        |  |                                 | 10,269 
|Finance expense                 |  |                                 |        
|Interest expense on borrowings  |  |                                 | (455   
|Foreign exchange loss           |  |                                 | (9,303 
|Other interest                  |  |                                 | (973   
|Other                           |  |                                 | (482   
|Subtotal                        |  |                                 | (11,213
|TOTAL                           |  |                                 | (944   



F-31







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 7 — INCOME TAXES



7.1 — INCOME TAX RECOGNIZED IN PROFIT
AND LOSS



|                                |  | For the year ended December 31, |       
|------------------------------- |  | ------------------------------- | ------
|                                |  | 2014                            |       
|Tax expense:                    |  |                                 |       
|Current tax expense             |  |                                 | (8,561
|Deferred tax (loss) gain        |  |                                 | (370  
|TOTAL INCOME TAX (EXPENSE) GAIN |  |                                 | (8,931



Substantially all revenues
are generated in the U.S. and United Kingdom, through subsidiaries located in those countries. Substantially all of the Company’s
workforce is located in Argentina. The Argentine subsidiaries bill the use of such workforce to those U.S. and United Kingdom subsidiaries.



The following table
provides a reconciliation of the statutory tax rate to the effective tax rate. As the operations of the Argentine subsidiaries
are the most significant source of net taxable income of the Company, the following reconciliation has been prepared using the
Argentine statutory tax rate:



|                                                                                              |  | For the year ended December 31, |        
|--------------------------------------------------------------------------------------------- |  | ------------------------------- | -------
|                                                                                              |  | 2014                            |        
|Profit (Loss) before income tax                                                               |  |                                 | 34,194 
|Tax rate (note 3.7.1.1)                                                                       |  |                                 | 35     
|Income tax (expense) gain                                                                     |  |                                 | (11,968
|Permanent differences                                                                         |  |                                 |        
|Argentine Software Promotion Regime (note 3.7.1.1)                                            |  |                                 | 5,422  
|Effect of different tax rates of subsidiaries operating in countries other than Argentina (1) |  |                                 | 185    
|Non-deductible expenses                                                                       |  |                                 | (491   
|Tax loss carry forward not recognized                                                         |  |                                 | (965   
|Gain on remeasurement of contingent liabilities                                               |  |                                 | —      
|Exchange difference                                                                           |  |                                 | (1,054 
|Other                                                                                         |  |                                 | (60    
|INCOME TAX (EXPENSE) GAIN RECOGNIZED IN PROFIT AND LOSS                                       |  |                                 | (8,931 

| | (1) | For 2012, mainly corresponds to the effect on Globant Lux of the accounting for share-based compensation
plan expense and other expenses considering the income tax rate of 20% applicable in Luxembourg, net of the effect in Sistemas
Globales Uruguay S.A. whose profit was not subject to income tax.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7.2 — DEFERRED TAX ASSETS



|                              |  | As of December 31, |      
|----------------------------- |  | ------------------ | -----
|                              |  | 2014               |      
|Share-based compensation plan |  |                    | 3,604
|Allowances and provisions     |  |                    | 1,043
|Loss carryforward (1)         |  |                    | 234  
|TOTAL DEFERRED TAX ASSETS     |  |                    | 4,881

| | (1) | As of December 31, 2014, the Company’s subsidiaries Sistemas UK Limited and Terraforum have
a tax loss carry forward for an amount of 24 and 210, respectively, and which do not expire. As of December 31, 2013, the Company’s
subsidiary Sistemas UK Limited has a tax loss carry forward for an amount of 48.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-32







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 8 — EARNINGS (LOSSES) PER SHARE



The earnings (losses)
and weighted average number of shares used in the calculation of basic and diluted earnings per share are as follows.



|                                                                                                   |  | For the year ended December 31, |       
|-------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------
|                                                                                                   |  | 2014                            |       
|Net income (Loss) for the year attributable to owners of the Company                               |  |                                 | 25,201
|Preferred dividends (note 20)                                                                      |  |                                 | —     
|Adjusted net income (loss) for the year attributable to owners of the Company                      |  |                                 | 25,201
|Weighted average number of shares (in thousands) for the purpose of basic earnings per share (1)   |  |                                 | 30,926
|Weighted average number of shares (in thousands) for the purpose of diluted earnings per share (1) |  |                                 | 31,867
|BASIC EARNINGS (LOSSES) PER SHARE                                                                  |  | $                               | 0.81  
|DILUTED EARNINGS (LOSSES) PER SHARE                                                                |  | $                               | 0.79  

| | (1) | The Company did not have any dilutive shares outstanding as of December 31, 2012. The Company has
given retroactive effect to the number of shares to reflect the new capital structure after the reverse share split described in
note 29.4.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-33









GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)



NOTE 9 — INVESTMENTS



9.1 — Current investments





|                 |  | As of December 31, |       
|---------------- |  | ------------------ | ------
|                 |  | 2014               |       
|Mutual funds (1) |  |                    | 12,526
|LEBACs (2)       |  |                    | 15,458
|TOTAL            |  |                    | 27,984



| | (1) | Held for trading investment.
| | --- | ----------------------------

| | (2) | Available for sale investment.
| | --- | ------------------------------



9.2 — Investment in associates



Investment in Dynaflows S.A.



On August 1, 2013, the
Company entered into an agreement with Dynaflows S.A., a company organized under Argentine laws and dedicated to provide tailored
mobile applications and cloud technology, and its shareholders, through which Dynaflows S.A. agreed to increase its capital by
issuing shares which were subscribed by the Company in three steps, as follows: 1) in the first stage, in August 2013, Dynaflows
S.A. issued 4,920 shares, from which the Company subscribed 1,776 shares that represent 9.9% of total shares issued by Dynaflows
S.A., for an amount of 150; 2) in the second stage, in November 2013, Dynaflows S.A. issued 2,731 shares, from which the Company
subscribed 1,775 shares for an amount of 150, thus increasing its participation in Dynaflows S.A. to 17.2% of total shares issued
by Dynaflows, and 3) in the third stage, due in March 2014, Dynaflows S.A. issued 2,733 shares, from which the Company subscribed
1,776 shares for an amount of 150, thus increasing its participation in Dynaflows S.A. to 22.7%. As of December 31, 2013, the Company
had subscribed 17.2% of total shares issued by Dynaflows S.A. for an amount of 300, valued at cost of acquisition. As of December
31, 2013, the liability related to the acquisition of Dynaflows S.A. amounted to 118, included in ‘Other financial liabilities’
and the Company valuated this investment at cost and classified it as “Other financial asset”.



As from March 31, 2014,
the Company has increased its participation to a 22.7% in Dynaflows S.A. and accounted for this investment at equity method considering
that the Company has significant influence over the operating and governance decisions of Dynaflows S.A. As a result of a change
in participation, it was no longer appropriate to classify the investment as “Other financial assets” and has been
reclassified to “Investment in associate”. As of December 31, 2014 the liability related to the acquisition of Dynaflows
S.A. was totally cancelled.



As of December 31, 2014,
the total amount of assets and liabilities of Dynaflows S.A. amounted to 113 and 277, respectively. For the year ended December
31, 2014, total revenues of this company amounted to 118 and the total loss amounted to 168.



CHVG investment



The Company owns the 40%
of total shares of CHVG S.A. (“CHVG”). CHVG is an Argentine company dedicated to give customized software solutions
related to big data, web applications, among others.



As of December 31, 2014,
the total amount of assets and liabilities of CHVG S.A. amounted to 63 and 8, respectively. For the year ended December 31, 2014,
total revenues of this company amounted to 91 and the total loss amounted to 60.



Collokia investment



On October 27, 2014, the
Company entered into an agreement with Collokia LLC, a Delaware limited liability company and dedicated to provide research web
technology, and its shareholders, through which Collokia LLC agreed to increase its capital by issuing 35,000 preferred units,
from which the Company acquired 20,000 at the price of $15 per share. As of December 31, 2014, the Company has a 12.48% of participation
in Collokia LLC and accounted for this investment at equity method considering that the Company has significant influence over
the operating and governance decisions of Collokia LLC, as the participation in the board of director, the approval of budget and
business plan, among other decisions.



F-34







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 10 — TRADE RECEIVABLES





|                                      |  | As of December 31, |       
|------------------------------------- |  | ------------------ | ------
|                                      |  | 2014               |       
|Accounts receivable (1)               |  |                    | 34,742
|Unbilled revenue                      |  |                    | 5,557 
|Subtotal                              |  |                    | 40,299
|Less: Allowance for doubtful accounts |  |                    | (243  
|TOTAL                                 |  |                    | 40,056



| | (1) | Includes amounts due from related parties of 899 and 1,454 as of December 31, 2014 and 2013 (see note 21.3).
| | --- | ------------------------------------------------------------------------------------------------------------



Rollforward of the allowance
for doubtful accounts





|                             |  | As of December 31, |     
|---------------------------- |  | ------------------ | ----
|                             |  | 2014               |     
|Balance at beginning of year |  |                    | (194
|Additions (1)                |  |                    | (130
|Write-off of receivables     |  |                    | 43  
|Translation                  |  |                    | 38  
|Balance at end of year       |  |                    | (243



| | (1) | The impairment recognized represents the difference between the carrying amount of these trade receivables and the present
value of the recoverable amounts included those expected in liquidation proceeds. The Company does not hold any collateral over
these balances. In determining the recoverability of a trade receivable, the Company considers any change in the credit quality
of the trade receivable from the date credit was initially granted up to the end of the each fiscal year.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Aging of past due not
impaired trade receivables





|                       |  | As of December 31, |      
|---------------------- |  | ------------------ | -----
|                       |  | 2014               |      
|60 – 90 days           |  |                    | 1,612
|91+ days               |  |                    | 461  
|Balance at end of year |  |                    | 2,073





The average credit period
on sales is 63 days. No interest is charged on trade receivables. The Company reviews past due balances on a case-by-case basis.
The Company has recognized an allowance for doubtful accounts of 100% against all receivables over 180 days because historical
experience has been that receivables that are past due beyond 180 days are usually not recoverable.



Aging of impaired trade
receivables



|                       |  | As of December 31, |    
|---------------------- |  | ------------------ | ---
|                       |  | 2014               |    
|180+ days              |  |                    | 243
|Balance at end of year |  |                    | 243



F-35







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 11 — OTHER RECEIVABLES



|                                                      |  | As of December 31, |       
|----------------------------------------------------- |  | ------------------ | ------
|                                                      |  | 2014               |       
|Other receivables                                     |  |                    |       
|Current                                               |  |                    |       
|Tax credit – VAT                                      |  |                    | 9,748 
|Tax credit – Software Promotion Regime (note 3.7.1.1) |  |                    | 2,626 
|Income tax credits                                    |  |                    | 484   
|Other tax credits                                     |  |                    | 319   
|Advanced to suppliers                                 |  |                    | 50    
|Prepaid expenses                                      |  |                    | 498   
|Deferred offering costs (note 3.16)                   |  |                    | —     
|Loans granted to employees (note 3.21)                |  |                    | 500   
|Shareholders and other related parties (note 21.2)    |  |                    | —     
|Other                                                 |  |                    | 28    
|TOTAL                                                 |  |                    | 14,253
|Non-current                                           |  |                    |       
|Tax credit – Software Promotion Regime (note 3.7.1.1) |  |                    | 5,657 
|Tax credit – VAT                                      |  |                    | —     
|Other tax credits                                     |  |                    | 181   
|Guarantee deposits                                    |  |                    | 735   
|Subtotal                                              |  |                    | 6,573 
|Allowance for impairment of tax credits               |  |                    | (5,657
|TOTAL                                                 |  |                    | 916   



Rollforward of the allowance
for impairment of tax credits



|                                    |  | As of December 31, |       
|----------------------------------- |  | ------------------ | ------
|                                    |  | 2014               |       
|Balance at beginning of year        |  |                    | (9,579
|Recovery/(Additions) (note 3.7.1.1) |  |                    | 1,505 
|Translation                         |  |                    | 2,417 
|Balance at end of year              |  |                    | (5,657



F-36







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 12 — PROPERTY AND EQUIPMENT



Property and equipment as of December 31, 2014
included the following:



|                                                         |  | Computer
    equipment and software |        |   | Furniture
    and office supplies |  |       | Office
    fixtures |  |  | Buildings |  |  | Properties
    under construction |       |  | Total | 
|-------------------------------------------------------- |  | ----------------------------------- | ------ | - | --------------------------------- |  | ----- | ------------------- |  |  | --------- |  |  | --------------------------------- | ----- |  | ----- | 
|Useful
    life (years)                                  |  |                                     | 3      |   |                                   |  | 5     |                     |  |  | 3         |  |  |                                   | 50    |  |       | 
|Cost                                                     |  |                                     |        |   |                                   |  |       |                     |  |  |           |  |  |                                   |       |  |       | 
|Values at beginning of
    year                          |  |                                     | 7,543  |   |                                   |  | 2,091 |                     |  |  | 12,017    |  |  |                                   | —     |  |       | 
|Additions related to business
    combinations (note 23) |  |                                     | 105    |   |                                   |  | —     |                     |  |  | —         |  |  |                                   | —     |  |       | 
|Additions                                                |  |                                     | 2,206  |   |                                   |  | 545   |                     |  |  | 1,579     |  |  |                                   | 1,692 |  |       | 
|Additions through finance
    lease (note 26)            |  |                                     | 246    |   |                                   |  | —     |                     |  |  | —         |  |  |                                   | —     |  |       | 
|Transfers                                                |  |                                     | (46    | ) |                                   |  | 91    |                     |  |  | 530       |  |  |                                   | 2,512 |  |       | 
|Currency
    translation difference                      |  |                                     | (24    | ) |                                   |  | (35   | )                   |  |  | 16        |  |  |                                   | —     |  |       | 
|Values
    at end of year                                |  |                                     | 10,030 |   |                                   |  | 2,692 |                     |  |  | 14,142    |  |  |                                   | 4,204 |  |       | 
|Depreciation                                             |  |                                     |        |   |                                   |  |       |                     |  |  |           |  |  |                                   |       |  |       | 
|Accumulated at beginning
    of year                     |  |                                     | 6,071  |   |                                   |  | 1,790 |                     |  |  | 5,763     |  |  |                                   | —     |  |       | 
|Additions                                                |  |                                     | 1,106  |   |                                   |  | 356   |                     |  |  | 3,368     |  |  |                                   | 72    |  |       | 
|Currency
    translation difference                      |  |                                     | (23    | ) |                                   |  | (36   | )                   |  |  | 17        |  |  |                                   | —     |  |       | 
|Accumulated
    at end of year                           |  |                                     | 7,154  |   |                                   |  | 2,110 |                     |  |  | 9,148     |  |  |                                   | 72    |  |       | 
|Carrying
    amount                                      |  |                                     | 2,876  |   |                                   |  | 582   |                     |  |  | 4,994     |  |  |                                   | 4,132 |  |       | 



Property and equipment as of December 31, 2013
included the following:



|                                                         |  | Computer
    equipment and software |       |   | Furniture
    and office supplies |  |       | Office
    fixtures |  |  | Buildings |   |  | Properties
    under construction |    |  | Total | 
|-------------------------------------------------------- |  | ----------------------------------- | ----- | - | --------------------------------- |  | ----- | ------------------- |  |  | --------- | - |  | --------------------------------- | -- |  | ----- | 
|Useful
    life (years)                                  |  |                                     | 3     |   |                                   |  | 5     |                     |  |  | 3         |   |  |                                   | 50 |  |       | 
|Cost                                                     |  |                                     |       |   |                                   |  |       |                     |  |  |           |   |  |                                   |    |  |       | 
|Values at beginning of
    year                          |  |                                     | 6,604 |   |                                   |  | 1,960 |                     |  |  | 11,304    |   |  |                                   | —  |  |       | 
|Additions related to business
    combinations (note 23) |  |                                     | 233   |   |                                   |  | —     |                     |  |  | —         |   |  |                                   | —  |  |       | 
|Additions                                                |  |                                     | 580   |   |                                   |  | 287   |                     |  |  | 488       |   |  |                                   | —  |  |       | 
|Additions through finance
    lease (note 26)            |  |                                     | 185   |   |                                   |  | —     |                     |  |  | —         |   |  |                                   | —  |  |       | 
|Disposals                                                |  |                                     | (22   | ) |                                   |  | (150  | )                   |  |  | (176      | ) |  |                                   | —  |  |       | 
|Transfers                                                |  |                                     | —     |   |                                   |  | —     |                     |  |  | 426       |   |  |                                   | —  |  |       | 
|Currency
    translation difference                      |  |                                     | (37   | ) |                                   |  | (6    | )                   |  |  | (25       | ) |  |                                   | —  |  |       | 
|Values
    at end of year                                |  |                                     | 7,543 |   |                                   |  | 2,091 |                     |  |  | 12,017    |   |  |                                   | —  |  |       | 
|Depreciation                                             |  |                                     |       |   |                                   |  |       |                     |  |  |           |   |  |                                   |    |  |       | 
|Accumulated at beginning
    of year                     |  |                                     | 4,822 |   |                                   |  | 1,090 |                     |  |  | 3,091     |   |  |                                   | —  |  |       | 



F-37







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 12 — PROPERTY AND EQUIPMENT



|                                    |  | Computer
    equipment and software |       |   | Furniture
    and office supplies |  |       | Office
    fixtures |  |  | Buildings |   |  | Properties
    under construction |   |  | Total | 
|----------------------------------- |  | ----------------------------------- | ----- | - | --------------------------------- |  | ----- | ------------------- |  |  | --------- | - |  | --------------------------------- | - |  | ----- | 
|Disposals                           |  |                                     | (11   | ) |                                   |  | (124  | )                   |  |  | (154      | ) |  |                                   | — |  |       | 
|Additions                           |  |                                     | 1,295 |   |                                   |  | 825   |                     |  |  | 2,847     |   |  |                                   | — |  |       | 
|Currency
    translation difference |  |                                     | (35   | ) |                                   |  | (1    | )                   |  |  | (21       | ) |  |                                   | — |  |       | 
|Accumulated
    at end of year      |  |                                     | 6,071 |   |                                   |  | 1,790 |                     |  |  | 5,763     |   |  |                                   | — |  |       | 
|Carrying
    amount                 |  |                                     | 1,472 |   |                                   |  | 301   |                     |  |  | 6,254     |   |  |                                   | — |  |       | 



F-38







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 13 — INTANGIBLE ASSETS



Intangible assets as of
December 31, 2014 included the following:



|                                                     |  | Licenses |       |   | Trademarks and customer relationships |  |       | Non-compete agreement |  |  | Total | 
|---------------------------------------------------- |  | -------- | ----- | - | ------------------------------------- |  | ----- | --------------------- |  |  | ----- | 
|Useful life (years)                                  |  |          | 5     |   |                                       |  | 10    |                       |  |  | 3     | 
|Cost                                                 |  |          |       |   |                                       |  |       |                       |  |  |       | 
|Values at beginning of year                          |  |          | 5,198 |   |                                       |  | 4,604 |                       |  |  | 586   | 
|Additions related to business combinations (note 23) |  |          | —     |   |                                       |  | 472   |                       |  |  | —     | 
|Additions                                            |  |          | 2,697 |   |                                       |  | —     |                       |  |  | —     | 
|Currency translation difference                      |  |          | (6    | ) |                                       |  | (208  | )                     |  |  | —     | 
|Values at end of year                                |  |          | 7,889 |   |                                       |  | 4,868 |                       |  |  | 586   | 
|Amortization                                         |  |          |       |   |                                       |  |       |                       |  |  |       | 
|Accumulated at beginning of year                     |  |          | 3,367 |   |                                       |  | 795   |                       |  |  | 85    | 
|Additions                                            |  |          | 2,287 |   |                                       |  | 845   |                       |  |  | —     | 
|Transfers                                            |  |          | —     |   |                                       |  | (422  | )                     |  |  | 422   | 
|Currency translation difference                      |  |          | (6    | ) |                                       |  | (135  | )                     |  |  | —     | 
|Accumulated at end of year                           |  |          | 5,648 |   |                                       |  | 1,083 |                       |  |  | 507   | 
|Carrying amount                                      |  |          | 2,241 |   |                                       |  | 3,785 |                       |  |  | 79    | 



Intangible assets as of
December 31, 2013 included the following:



|                                                     |  | Licenses |       |   | Trademarks and customer relationships |  |       | Non-compete agreement |  |  | Total | 
|---------------------------------------------------- |  | -------- | ----- | - | ------------------------------------- |  | ----- | --------------------- |  |  | ----- | 
|Useful life (years)                                  |  |          | 5     |   |                                       |  | 10    |                       |  |  | 3     | 
|Cost                                                 |  |          |       |   |                                       |  |       |                       |  |  |       | 
|Values at beginning of year                          |  |          | 3,165 |   |                                       |  | 2,678 |                       |  |  | 586   | 
|Additions related to business combinations (note 23) |  |          | —     |   |                                       |  | 2,210 |                       |  |  | —     | 
|Additions                                            |  |          | 2,040 |   |                                       |  | —     |                       |  |  | —     | 
|Currency translation difference                      |  |          | (7    | ) |                                       |  | (284  | )                     |  |  | —     | 
|Values at end of year                                |  |          | 5,198 |   |                                       |  | 4,604 |                       |  |  | 586   | 
|Amortization                                         |  |          |       |   |                                       |  |       |                       |  |  |       | 
|Accumulated at beginning of year                     |  |          | 1,729 |   |                                       |  | 361   |                       |  |  | 34    | 
|Additions                                            |  |          | 1,640 |   |                                       |  | 498   |                       |  |  | 51    | 
|Currency translation difference                      |  |          | (2    | ) |                                       |  | (64   | )                     |  |  | —     | 
|Accumulated at end of year                           |  |          | 3,367 |   |                                       |  | 795   |                       |  |  | 85    | 
|Carrying amount                                      |  |          | 1,831 |   |                                       |  | 3,809 |                       |  |  | 501   | 



F-39







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 14 — GOODWILL



|                             |  | As of December 31, |       
|---------------------------- |  | ------------------ | ------
|                             |  | 2014               |       
|Cost                         |  |                    |       
|Balance at beginning of year |  |                    | 13,046
|Additions (note 23)          |  |                    | —     
|Translation                  |  |                    | (274  
|Balance at end of year       |  |                    | 12,772



F-40







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 15 — TRADE PAYABLES



|                                                   |  | As of December 31, |      
|-------------------------------------------------- |  | ------------------ | -----
|                                                   |  | 2014               |      
|Suppliers                                          |  |                    | 3,075
|Shareholders and other related parties (note 21.2) |  |                    | —    
|Expenses accrual                                   |  |                    | 2,598
|TOTAL                                              |  |                    | 5,673



F-41





GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 16 — PAYROLL AND SOCIAL SECURITY TAXES PAYABLE



|                           |  | As of December 31, |       
|-------------------------- |  | ------------------ | ------
|                           |  | 2014               |       
|Salaries                   |  |                    | 4,742 
|Social security tax        |  |                    | 3,965 
|Accrued vacation and bonus |  |                    | 12,021
|Directors fees             |  |                    | 136   
|Other                      |  |                    | 103   
|TOTAL                      |  |                    | 20,967



F-42







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 17 — BORROWINGS



|                                          |  | As of December 31, |    
|----------------------------------------- |  | ------------------ | ---
|                                          |  | 2014               |    
|Current                                   |  |                    |    
|Bank and financial institutions (note 25) |  |                    | 513
|TOTAL                                     |  |                    | 513
|Non-current                               |  |                    |    
|Bank and financial institutions (note 25) |  |                    | 772
|TOTAL                                     |  |                    | 772



F-43







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 18 — TAX LIABILITIES



|                                          |  | As of December 31, |      
|----------------------------------------- |  | ------------------ | -----
|                                          |  | 2014               |      
|Income tax                                |  |                    | 1,702
|Periodic payment plan                     |  |                    | 166  
|VAT payable                               |  |                    | 493  
|Personal Assets Tax – Substitute taxpayer |  |                    | 444  
|Software Promotion Law – annual rate      |  |                    | 575  
|Other                                     |  |                    | 66   
|TOTAL                                     |  |                    | 3,446



F-44







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 19 — PROVISIONS FOR CONTINGENCIES



The Company is subject
to legal proceedings and claims which arise in the ordinary course of its business. The Company has recorded a provision for tax
and labor claims where the risk of loss is considered probable. As of December 31, 2014, the tax claims have expired, therefore
the Company has reversed the reserve for tax claims. The final resolution of these potential claims is not likely to have a material
effect on the results of operations, cashflow or the financial position of the Company.



Breakdown of reserves for
lawsuits claims and other disputed matters include the following:



|                         |  | As of December 31, |    
|------------------------ |  | ------------------ | ---
|                         |  | 2014               |    
|Reserve for tax claims   |  |                    | —  
|Reserve for labor claims |  |                    | 794
|TOTAL                    |  |                    | 794



Roll forward is as follows:



|                             |  | As of December 31, |     
|---------------------------- |  | ------------------ | ----
|                             |  | 2014               |     
|Balance at beginning of year |  |                    | 271 
|Additions                    |  |                    | 740 
|Recovery                     |  |                    | (211
|Write-off of contingencies   |  |                    | —   
|Translation                  |  |                    | (6  
|Balance at end of year       |  |                    | 794 



F-45







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 20 — PREFERRED DIVIDENDS



Preferred dividends of Class C, D, E, F, G and H shares



Classes C, D, E, F, G and
H shares shall have the right to receive a Preferred Dividend, enjoying the following capital preferences:



1. On every
occasion the general meeting of shareholders approves, with the affirmative vote of more than the fifty percent of the share capital,
the distribution of dividends, the above mentioned classes of shares shall firstly receive for their interest in the share capital,
the amount of 1,909 or the equivalent amount in Euros as per the official exchange rate on the day prior to the date of actual
payment, in the case of Classes C, D and E shares, and the amount of 680 or the equivalent amount in Euros as per the official
exchange rate on the day prior to the date of actual payment, in the case of Classes F, G and H shares (hereinafter, the “Preferred
Dividend”). The balance of the dividends approved at such general meeting of shareholders in excess of the Preferred Dividend
(hereinafter, “Ordinary Dividends”) shall be distributed among all the shares, including the shares that already received
a Preferred Dividend, in proportion to their percentage in the share capital or they shall be allocated to the total or partial
payment of unpaid Preferred Dividends from previous fiscal years not approved or approved and not paid.



| | 2. | If, in a fiscal year, the general meeting of shareholders does not approve the distribution of
dividends of any kind or the amount of approved dividends is lower than the Preferred Dividend, the portion of unpaid Preferred
Dividend shall be treated as Accumulated Preferred Dividends (the “Accumulated Preferred Dividends”) as follows: a)
they accumulate annually retroactively to January 1; b) they accrue an annual compound interest equal to eight (8%) as from the
accumulation date to the date of actual payment; c) the said interest is annually capitalized and is part of the account Accumulated
Preferred Dividends; and d) each fiscal year, they can only be paid once the Preferred Dividends approved for such fiscal year
are paid and subject to the special majority.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | The general meeting of shareholders shall not agree on any distribution of Ordinary Dividends without
prior compliance with the distribution of the Preferred Dividend.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Any payment of dividends, whether as Preferred Dividend, Ordinary Dividends or Accumulated Preferred
Dividends shall be made within ninety (90) calendar days as from the approval by the general meeting of shareholders.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | The general meeting of shareholders, on approving the dividends for each fiscal year, may also
resolve:
| | -- | -------------------------------------------------------------------------------------------------------



| | a. | not to make any payment as Accumulated Preferred Dividends and thus postpone payment for later fiscal years, without prejudice
of the additional interest accruing in accordance with the precedent paragraph. In such case, once the Preferred Dividend related
to the pertinent fiscal year is paid, the Ordinary Dividends for all the shares shall be paid.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | Subject to the special majority, make a total or partial payment of the Accumulated Preferred Dividends once the approved Preferred
Dividend for the related fiscal year is paid.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In the years ended December
31, 2014, 2013 and 2012, no Preferred Dividends were approved by the Company’s shareholders’ meetings.



Considering that the Preferred
Dividends are not due until they are declared and approved by the Company’s shareholders’ meeting in the event there
is an approval of dividend distribution, and that the Company does not have control over this decision, the Company has concluded
that it did not have a present obligation for any of the years presented in these consolidated financial statements. Thus, all
of Company’s shares were classified as equity instruments as of December 31, 2014, 2013 and 2012.



Preferred dividends of Class A shares



Class A shares shall be
entitled to a capital preference consisting in a preferred dividend (the “Class A Preferred Dividend”) to be declared
on each opportunity when the general meeting of shareholders approves the annual accounts. To the extent allowed by applicable
law, these preferred dividends shall be paid in advance within two (2) months after the closing of the fiscal year.



For the purpose of fixing
the amount to be paid as Class A Preferred Dividend a special committee shall be established (the “Class A Dividend Committee”).
Such Class A Dividend Committee shall have two members appointed by the majority of the Class C, B and D shares collectively. The
decisions by the Class A Dividend Committee shall be made unanimously. The Parties agree that, in no case, the Class A Preferred
Dividend shall be over 350, or the equivalent amount in Euros as per the official exchange rate on the day prior to the adoption
of the resolution (the “Class A Maximum Dividend”) or lower than zero. The Class A Maximum Dividend may be increased
by the Class A Dividend Committee, but never decreased.



F-46







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)



NOTE 20 — PREFERRED DIVIDENDS





The Class A Preferred Dividend,
if determined by the Class A Dividend Committee, may be paid by the Company regardless and previously to any payment for Preferred
Dividend or Unpaid Preferred Dividend. However, the payment of the Class A Preferred Dividend shall be decided solely by the Class
A Dividend Committee and if such Class A Dividend Committee decides not to pay any amount as Class A Preferred Dividend or its
members do not reach to an agreement, Class A shares shall not receive any credit against the Company.



The Class A Preferred Dividend
shall also apply in cases of merger, spin-off, sale or transfer, under any title, of one hundred percent of the share capital or
a significant part of the assets or business of the Company and/or its subsidiaries/affiliates.



Since the inception of
Globant Spain, the preferred dividend to Class A shares has been approved by the shareholders’ meetings held on June 20,
2009, June 7, 2010, June 7, 2011 and June 8, 2012 for an amount of 115, 170, 307 and 439, respectively. Under Spanish Law, dividends
are distributed when there are accumulated gains for the Company on a stand-alone basis. Since Globant Spain had accumulated losses
on a stand-alone basis since inception, the shareholders approved the distribution of the preferred dividends to Class A shares
as a reduction to additional paid-in capital. As the determination of the amount of the preferred dividend to be paid to Class
A Shares is at the discretion of the Class A Dividend Committee and requires to be declared and approved by the shareholders’
meeting, the Company does not have control over this decision and, consequently, the Company has concluded that it did not have
a present obligation for any of the years presented in these consolidated financial statements. Consequently, all of the Company’s
shares were classified as equity instruments as of December 31, 2014, 2013 and 2012.



The above preferences were
extinguished upon the occurrence of the IPO on July 23, 2014.



F-47







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 21 — RELATED PARTIES BALANCES AND TRANSACTIONS



21.1 — Globers S.A.



The Company purchases services
(related to travel and lodging expenses) from Globers S.A. which was owned by certain of the Company’s shareholders (Martín
Migoya, Guibert Englebienne, Martin Umaran and Nestor Nocetti). As described in note 23, the Company acquired Globers S.A. on December
21, 2012. During the year ended December 31, 2012, the Company recognized expenses from Globers S.A. totalling 4,282, which included
2,901 as costs of revenue, and 1,381 as selling, general and administrative expenses for the year ended December 31, 2012.



21.2 — Shareholders and other related parties



The Company paid certain
expenses on behalf of certain shareholders and other related parties and provided some expense reimbursement to certain shareholders,
as detailed below. Such amounts are recorded in current and non-current other receivables and trade payables as of December 31,
2014 and 2013, respectively, and were the following:



|                      |  | Other receivables  |   |  | Trade payables     | 
|--------------------- |  | ------------------ | - |  | ------------------ | 
|                      |  | As of December 31, |   |  | As of December 31, | 
|                      |  | 2014               |   |  | 2013               | 
|Riverwood Capital LLC |  |                    | — |  |                    | 
|Paldwick S.A.         |  |                    | — |  |                    | 
|Total                 |  |                    | — |  |                    | 



21.3 — WPP



The Company provides software
and consultancy services to certain WPP subsidiaries. Outstanding balances as of December 31, 2014 and 2013 are as follows:



|                                 |  | As of December 31, |    
|-------------------------------- |  | ------------------ | ---
|                                 |  | 2014               |    
|Grey Global Group Inc.           |  |                    | 83 
|Group M Worldwide Inc            |  |                    | 125
|Kantar Media                     |  |                    | 76 
|Kantar Operations                |  |                    | 88 
|TNS                              |  |                    | 202
|Young & Rubicam                  |  |                    | 53 
|Rockfish Interactive Corporation |  |                    | 7  
|Digitarias                       |  |                    | —  
|JWT                              |  |                    | 71 
|Kantar World Panel               |  |                    | —  
|Burson Marsteller                |  |                    | 33 
|Frontier Communication           |  |                    | 105
|Fbiz Comunicação Ltda.           |  |                    | 56 
|Total                            |  |                    | 899



During the year ended December
31, 2014 and 2013, the Company recognized revenues for 6,842 and 8,532, respectively, as follows:



|                       |  | For the year ended December 31, |      
|---------------------- |  | ------------------------------- | -----
|                       |  | 2014                            |      
|Grey Global Group Inc. |  |                                 | 974  
|Group M Worldwide Inc  |  |                                 | 1,137
|Kantar Group           |  |                                 | 1,754
|Kantar Media           |  |                                 | —    
|Kantar Operations      |  |                                 | —    
|TNS                    |  |                                 | 1,207



F-48









GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 21 — RELATED PARTIES BALANCES AND TRANSACTIONS



|                                    |  | For the year ended December 31, |      
|----------------------------------- |  | ------------------------------- | -----
|                                    |  | 2014                            |      
|Young & Rubicam                     |  |                                 | 520  
|Hogarth                             |  |                                 | —    
|AkQA                                |  |                                 | —    
|Mindshare                           |  |                                 | 168  
|Rockfish Interactive Corporation    |  |                                 | 193  
|Digitarias                          |  |                                 | —    
|JWT                                 |  |                                 | 839  
|Burson Marsteller                   |  |                                 | 121  
|Fbiz Comunicação Ltda.              |  |                                 | 518  
|Geometry Global                     |  |                                 | 146  
|Ogilvy & Mather Brasil Comunication |  |                                 | 49   
|Wunderman CATO Johnson S.A          |  |                                 | 24   
|VML                                 |  |                                 | 31   
|Kantar World Panel                  |  |                                 | —    
|Total                               |  |                                 | 7,681



21.4 — Compensation of key management personnel



The remuneration of directors
and other members of key management personnel during each of the three years are as follows:



|                     |  | For the year ended December 31, |      
|-------------------- |  | ------------------------------- | -----
|                     |  | 2014                            |      
|Salaries and bonuses |  |                                 | 3,639
|Total                |  |                                 | 3,639



The remuneration of directors
and key executives is determined by the Board of Directors based on the performance of individuals and market trends.



During 2013, the Company
granted 24,999 share options at a strike price of $12.2208. During 2014, the Company granted 296,167 share options at a strike
price of $10.



F-49







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 22 — EMPLOYEE BENEFITS



22.1 — Share-based compensation plan



In June 2012, the Company
decided to replace its SAR program with a share-based compensation program, under which the beneficiary employee has an option
to be exercised at the earliest of (i) the effective date of the share option agreement, provided that the employee has been in
the continuous employment with the Company (or any of its subsidiaries), (ii) under a liquidity event, as defined in the agreement,
or (iii) under an IPO, registered in the U.S. The strike price of the share options was not changed from the original SAR contracts,
and has to be paid by the employee in cash at the date of exercise.



Share-based compensation
expense for awards of equity instruments to employees and non-employee directors is determined based on the grant-date fair value
of the awards. Fair value is calculated using Black & Scholes model.



The share-based compensation
agreement related to the change of compensation program was signed by the employees on June 30, 2012. Under this share-based compensation
plan, during the year 2013, other share-based compensation agreements were signed for a total of 96,230 options granted. During
the year 2014, other share-based compensation agreements were signed for a total of 55,260 options granted.



Each employee share option
converts into one ordinary share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the
option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of
vesting to the date of their expiry (seven years after the effective date).



All options vested on the
date of modification of the plan or all other non-vested options expire within seven years after the effective date or seven years
after the period of vesting finalizes.



In July 2014, the Company
adopted a new Equity Incentive Program, the 2014 Plan.



Pursuant to this plan,
on July 18, 2014, the first trading day of the Company common shares on the NYSE, the Company made the annual grants for 2014 Plan
to certain of the executive officers and other employees. The grants included 589,000 common shares with a vesting period of 4
years, becoming exercisable a 25% of the options on each anniversary of the grant date through the fourth anniversary of the grant.
Share-based compensation expense for awards of equity instruments is determined based on the fair value of the awards at the grant
date.



Each employee share option
converts into one ordinary share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the
option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of
vesting to the date of their expiry (ten years after the effective date).



The following reconciles
the share options outstanding from the beginning of the years ended at December 31, 2014 and 2013:



|                                 |  | As of  December 31, 2014 |           |   | As of  December 31, 2013        | 
|-------------------------------- |  | ------------------------ | --------- | - | ------------------------------- | 
|                                 |  | Number of  options       |           |   | Weighted average exercise price | 
|Balance at the beginning of year |  |                          | 1,497,466 |   |                                 | 
|Options granted during the year  |  |                          | 644,260   |   |                                 | 
|Forfeited during the year        |  |                          | (158,370  | ) |                                 | 
|Exercised during the year        |  |                          | (258,742  | ) |                                 | 
|Repurchased during the year (1)  |  |                          | —         |   |                                 | 
|Balance at end of year           |  |                          | 1,724,614 |   |                                 | 



|(1) |  | The average price amounted to 10.32.
|--- |  | ------------------------------------



F-50







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 22 — EMPLOYEE BENEFITS



The following table summarizes
the share-based compensation plan at the end of the year:



|Grant date                  |  | Excerise price ($) |       |  | Number of stock options |  |           | Number of stock options
    vested as of
    December 31, 2014 |  |  | Fair value at grant
    date ($) |  |  | Fair value vested
    ($) |       |  | Expense as of December
    31, 2014 ($) | 
|--------------------------- |  | ------------------ | ----- |  | ----------------------- |  | --------- | -------------------------------------------------------------- |  |  | -------------------------------- |  |  | ------------------------- | ----- |  | --------------------------------------- | 
|2006                        |  |                    | 0.95  |  |                         |  | 33,839    |                                                                |  |  | 33,839                           |  |  |                           | 184   |  |                                         | 
|2007                        |  |                    | 0.71  |  |                         |  | 341,534   |                                                                |  |  | 341,534                          |  |  |                           | 1,936 |  |                                         | 
|                            |  |                    | 1.40  |  |                         |  | 16,548    |                                                                |  |  | 16,548                           |  |  |                           | 83    |  |                                         | 
|2009                        |  |                    | 2.08  |  |                         |  | 19,501    |                                                                |  |  | 19,501                           |  |  |                           | 85    |  |                                         | 
|2010                        |  |                    | 2.48  |  |                         |  | 14,992    |                                                                |  |  | 14,992                           |  |  |                           | 60    |  |                                         | 
|                            |  |                    | 2.93  |  |                         |  | 19,510    |                                                                |  |  | 19,510                           |  |  |                           | 72    |  |                                         | 
|                            |  |                    | 3.38  |  |                         |  | 156,528   |                                                                |  |  | 156,528                          |  |  |                           | 518   |  |                                         | 
|2011                        |  |                    | 2.71  |  |                         |  | 161,773   |                                                                |  |  | 161,773                          |  |  |                           | 626   |  |                                         | 
|                            |  |                    | 3.38  |  |                         |  | 17,293    |                                                                |  |  | 17,293                           |  |  |                           | 58    |  |                                         | 
|2012                        |  |                    | 3.61  |  |                         |  | —         |                                                                |  |  | —                                |  |  |                           | —     |  |                                         | 
|                            |  |                    | 6.77  |  |                         |  | 139,672   |                                                                |  |  | 128,143                          |  |  |                           | 229   |  |                                         | 
|                            |  |                    | 7.04  |  |                         |  | 18,956    |                                                                |  |  | 9,111                            |  |  |                           | 30    |  |                                         | 
|                            |  |                    | 9.02  |  |                         |  | 14,341    |                                                                |  |  | 14,341                           |  |  |                           | 14    |  |                                         | 
|2013                        |  |                    | 12.22 |  |                         |  | 47,169    |                                                                |  |  | 20,802                           |  |  |                           | 117   |  |                                         | 
|                            |  |                    | 12.54 |  |                         |  | —         |                                                                |  |  | —                                |  |  |                           | —     |  |                                         | 
|                            |  |                    | 14.40 |  |                         |  | 2,395     |                                                                |  |  | 718                              |  |  |                           | 4     |  |                                         | 
|2014                        |  |                    | 10.00 |  |                         |  | 581,500   |                                                                |  |  | —                                |  |  |                           | 1,935 |  |                                         | 
|                            |  |                    | 13.20 |  |                         |  | 10,920    |                                                                |  |  | —                                |  |  |                           | 22    |  |                                         | 
|Subtotal                    |  |                    |       |  |                         |  | 1,596,471 |                                                                |  |  | 954,633                          |  |  |                           | 5,973 |  |                                         | 
|Non employees stock options |  |                    |       |  |                         |  |           |                                                                |  |  |                                  |  |  |                           |       |  |                                         | 
|2010                        |  |                    | 2.26  |  |                         |  | 11,085    |                                                                |  |  | 11,085                           |  |  |                           | 47    |  |                                         | 
|2011                        |  |                    | 7.04  |  |                         |  | 72,718    |                                                                |  |  | 72,718                           |  |  |                           | 114   |  |                                         | 
|2014                        |  |                    | 10.00 |  |                         |  | 44,340    |                                                                |  |  | 13,302                           |  |  |                           | 83    |  |                                         | 
|Subtotal                    |  |                    |       |  |                         |  | 128,143   |                                                                |  |  | 97,105                           |  |  |                           | 244   |  |                                         | 
|Total                       |  |                    |       |  |                         |  | 1,724,614 |                                                                |  |  | 1,051,738                        |  |  |                           | 6,217 |  |                                         | 



Deferred income tax asset
arising from the recognition of the share-based compensation plan amounted to 3,604 and 1,670 for the years ended December 31,
2014 and 2013, respectively.



Share options exercised during the year:



|                    |  | As
    of December 31, 2014         |        |  | As
    of December 31, 2013 |            
|------------------- |  | ----------------------------------- | ------ |  | --------------------------- | -----------
|                    |  | Number
    of options
    exercised |        |  | Exercise
     date          |            
|Granted in
    2006 |  |                                     | —      |  |                             |            
|Granted in 2006     |  |                                     | —      |  |                             |            
|Granted in 2007     |  |                                     | —      |  |                             |            
|Granted in 2007     |  |                                     | —      |  |                             |            
|Granted in 2008     |  |                                     | —      |  |                             |            
|Granted in 2008     |  |                                     | —      |  |                             |            
|Granted in 2009     |  |                                     | —      |  |                             |            
|Granted in 2009     |  |                                     | —      |  |                             |            
|Granted in 2010     |  |                                     | 1,660  |  |                             | December 21
|Granted in 2010     |  |                                     | 10,823 |  |                             | December 21





F-51









GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 22 — EMPLOYEE BENEFITS





|                               |  | As
    of December 31, 2014     |         |  | As
of December 31, 2013 |            
|------------------------------ |  | ------------------------------- | ------- |  | ----------------------- | -----------
|                               |  | Number
    of options
exercised |         |  | Exercise
     date      |            
|Granted
    in 2011            |  |                                 | 1,922   |  |                         | December 21
|Granted in 2011                |  |                                 | —       |  |                         |            
|Granted in 2012                |  |                                 | 214,337 |  |                         | December 21
|Granted in 2012                |  |                                 | 30,000  |  |                         | December 21
|Balance
    at end of the year |  |                                 | 258,742 |  |                         |            



22.3 — Fair value of share-based compensation
granted



Determining the fair value
of the stock-based awards at the grant date requires judgment. The Company calculated the fair value of each option award on the
grant date using the Black-Scholes option pricing model. The Black-Scholes model requires the input of highly subjective assumptions,
including the fair value of the Company’s shares, expected volatility, expected term, risk-free interest rate and dividend
yield.



The Company estimated the
following assumptions for the calculation of the fair value of the share options:



|Assumptions             |  | Granted in  2014 for 2014 plan |         |   | Granted in  2014 for 2012 plan |  |         | Granted in  2013 for 2012 plan | 
|----------------------- |  | ------------------------------ | ------- | - | ------------------------------ |  | ------- | ------------------------------ | 
|Stock price             |  |                                | 10      |   |                                |  | 10      |                                | 
|Expected option life    |  |                                | 6 years |   |                                |  | 4 years |                                | 
|Volatility              |  |                                | 28      | % |                                |  | 21      | %                              | 
|Risk-free interest rate |  |                                | 2.42    | % |                                |  | 1.35    | %                              | 



See Note 4 for a description
of the assumptions.



F-52







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 23 — BUSINESS COMBINATIONS



Acquisition of Nextive Solutions LLC and Tecnología
Social S.A.



On July 29, 2011 the Company
purchased the 100% of shares of Nextive Solutions LLC and Tecnología Social S.A. (“Nextive” and “Tecnología
Social”, respectively) and obtained control of the acquired entities.



Nextive and Tecnología
Social were engaged in the software development for mobile business and Internet applications. During 2011, these companies were
merged into Globant LLC and Sistemas Globales S.A., respectively.



The purchase price agreed
for Nextive and Tecnología Social was as follows:



| | 1. | On July 29, 2011, the Company paid 1,395.
| | -- | -----------------------------------------



| | 2. | On July 29, 2012, the Company paid 1,705 (including 305 of interest) plus 40 to Mr. Burgert.
| | -- | --------------------------------------------------------------------------------------------



| | 3. | On July 29, 2013, the Company paid 1,595 (including 220 of interest) plus 80 to Mr. Burgert.
| | -- | --------------------------------------------------------------------------------------------



| | 4. | On July 29, 2014, the Company paid 1,485 (including 110 of interest), plus 120 paid to Mr. Burgert.
| | -- | ---------------------------------------------------------------------------------------------------



Mr. Burgert received 77,665
and 42,693 share options on July 29, 2013 and 2012, respectively.



Amounts paid to Mr. Burgert
as additional payment as well as the SARs are not considered part of the consideration paid for the business combination, instead
they are regarded as remuneration to Mr. Burgert employment.



The consideration transferred
for the Nextive and Tecnología Social acquisition was calculated as follows:



|Purchase Price      |  | Amount |      
|------------------- |  | ------ | -----
|Down payment        |  |        | 1,395
|Installment payment |  |        | 4,046
|Total consideration |  |        | 5,441



| | (a) | As of December 31, 2014, total consideration for Nextive and Tecnología Social acquisition was paid. The outstanding
balance as of December 31, 2013 amounted to 1,530, classified as current other financial liabilities.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|
|

Acquisition of Terraforum



On October 26, 2012, the
Company purchased the 100% of shares of Terraforum Consultoria Ltda. (“Terraforum”) and has obtained control of the
acquired entity. Terraforum is a limited liability company organized under the laws of Brazil and is engaged in the software development,
consulting services and digital applications. Terraforum has generated total revenue of 3.2 million for the ten-month period ended
October 31, 2012. Terraforum has four different locations in Brazil: São Paulo, Rio de Janeiro, Curitiba and Belo Horizonte.
The total headcount was 58 employees distributed in the four different locations.



The purchase price was
payable as follows:



| | 1. | On October 26, 2012 the Company paid R$3,724 (equivalent to 1,837) in cash.
| | -- | ---------------------------------------------------------------------------



| | 2. | Second payment:
| | -- | ---------------



| | a. | On January 31, 2013, the Company paid 427 including interest.
| | -- | -------------------------------------------------------------



| | b. | On March 29, 2013, the Company paid 384 including interest.
| | -- | -----------------------------------------------------------



| | c. | No share options were granted to the individual stockholders.
| | -- | -------------------------------------------------------------



| | 3. | Third Payment:
| | -- | --------------



| | a. | On July 31, 2013, the Company paid 467 including interests.
| | -- | -----------------------------------------------------------



| | b. | As of September 30, 2013, gross revenue and gross profit target defined for the third payment were not met, thus, no payment
was required (See note 27.10.1).
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



F-53







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 23 — BUSINESS COMBINATIONS



| | 4. | Fourth Payment:
| | -- | ---------------



| | a. | On January 31, 2014, the Company paid 604 including interest.
| | -- | -------------------------------------------------------------



| | b. | As of December 31, 2013, gross revenue and gross profit target defined for the fourth payment were not met, thus, no payment
was required (see note 27.10.1).
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. | No share options were granted to the individual stockholders.
| | -- | -------------------------------------------------------------



The consideration transferred
for Terraforum acquisition was calculated as follows:



|Purchase Price      |  | Amount |      
|------------------- |  | ------ | -----
|Down payment        |  |        | 1,838
|Installment payment |  |        | 3,341
|Total consideration |  |        | 5,179



| | (a) | As of December 31, 2014, the total consideration for Terraforum acquisition was paid. The outstanding balance as of December
31, 2013 amounted to 572 including interest, classified as current other financial liabilities.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Acquisition of Globers S.A.



On December 21, 2012, the
Company through its subsidiaries Sistemas Globales Buenos Aires S.R.L. and 4.0 S.R.L. purchased the 100% of shares of Globers S.A.
(“Globers”) and has obtained control of the acquired entity. Globers is a company organized under the laws of Argentina
and is engaged in the travel organization services. Globers had generated total revenue of 595 for the twelve months period ended
December 21, 2012. The total headcount was 8 employees.



The purchase price agreed
for Globers was as follows:



| | 1. | First payment at December 31, 2012: Sistemas Globales Buenos Aires S.R.L. paid 150 in cash.
| | -- | -------------------------------------------------------------------------------------------



| | 2. | Second payment at March 1, 2013: Sistemas Globales Buenos Aires S.R.L. paid 150 in cash.
| | -- | ----------------------------------------------------------------------------------------



| | 3. | Third payment at June 1, 2013: Sistemas Globales Buenos Aires S.R.L. paid 150 in cash.
| | -- | --------------------------------------------------------------------------------------



The consideration transferred
for Globers acquisition was calculated as follows:



|Purchase Price      |  | Amount |    
|------------------- |  | ------ | ---
|Down payment        |  |        | 150
|Installment payment |  |        | 292
|Total consideration |  |        | 442



Acquisition of Huddle Group



On October 11, 2013, the
Company, by accepting the Offer Letter dated October 11, 2013, executed and submitted by PusfelS.A., a company organized
and existing under the laws of Uruguay and ACX Partners One LP, a limited partnership organized and existing under the laws of
England (“ACX”, and together with Pusfel, the “Sellers”), entered into a Stock Purchase Agreement to purchase
86.25% of the capital interests of Huddle Investment LLP, a company organized and existing under the laws of England (“Huddle
UK”) (the “Stock Purchase Agreement”). Huddle UK owns, directly or indirectly, 100% of the capital stock and
voting rights of the following subsidiaries: Huddle Group S.A., a corporation (sociedad anónima) organized and existing
under the laws of the Republic of Argentina (“Huddle Argentina”); Huddle Group S.A., a corporation (sociedad anónima)
organized and existing under the laws of the Republic of Chile (“Huddle Chile”); and Huddle Group Corp., a corporation
organized and existing under the laws of the State of Washington (“Huddle US”, and together with Huddle Argentina and
Huddle Chile, the “Huddle Subsidiaries”, and together with Huddle UK, the “Huddle Group”). The closing
of the transaction contemplated in the Stock Purchase Agreement took place on October 18, 2013 (the “Closing Date”).



The Huddle Group is engaged
in the software development, consulting services and digital applications. As of the date of the Offer letter the total headcount
of the Huddle Group was 156 employees distributed in four different locations: Argentina, Chile, United States and United Kingdom.



The aggregate purchase
price under the Stock Purchase Agreement was 8,395. Such purchase price may be subject to adjustments based on the future performance
of the Huddle Group, and will be payable to the Sellers in seven installments, pro rata to each of the sellers’ ownership
percentage (62.802% and 37.198% in the case of ACX and Pusfel, respectively), as follows:



F-54







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 23 — BUSINESS COMBINATIONS



| | 1. | On October 21, 2013 and November 4, 2013, the Company paid a total of 3,436 including interest.
| | -- | -----------------------------------------------------------------------------------------------



| | 2. | Second installment: On April 21, 2014, the Company paid a total of 2,156, including interests.
| | -- | ----------------------------------------------------------------------------------------------



| | 3. | Third installment: Based on the gross revenue and gross profit achieved by the Huddle Group for
the year 2013, the Company paid on April 22, 2014, 861 and recognized as of December 31, 2013, a gain for 109 arisen on the remeasurement
of the liability, included in “Other income and expense, net”.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Fourth installment: On October 25, 2014, the Company paid 870, including interests.
| | -- | -----------------------------------------------------------------------------------



| | 5. | The fifth installment of 647 shall be paid no later than March 31, 2015.
| | -- | ------------------------------------------------------------------------



| | 6. | The sixth installment of 187 shall be paid no later than March 31, 2016.
| | -- | ------------------------------------------------------------------------



| | 7. | The seventh installment of 115 shall be paid no later than the fifth anniversary date of Closing
Date.
| | -- | ------------------------------------------------------------------------------------------------------



The consideration transferred
for Huddle Group acquisition was calculated as follows:



|Purchase Price      |  | Amount |      
|------------------- |  | ------ | -----
|Down payment        |  |        | 3019 
|Installment payment |  |        | 5,117
|Total consideration |  |        | 8,136



| | (a) | Net present value of future installment payments including interest.
| | --- | --------------------------------------------------------------------

| | (b) | The outstanding balance as of December 31, 2014 and 2013 amounted to 1,308 and 4,638, respectively, including interest; classified
1,045 and 3,803 as current and 263 and 835 as non-current other financial liabilities, respectively.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Minority interest purchase agreement



On October 11, 2013, the
Company, by accepting the Offer Letter dated October 11, 2013, executed and submitted by Gabriel Eduardo Spitz (“Mr. Spitz”),
entered into a Stock Purchase Agreement (the “Minority Interest SPA”) to purchase an additional 13.75% of the capital
interests of Huddle UK (the “Spitz Interest”). According to this agreement, the consideration for the purchase of Spitz
interest was agreed to be paid in common shares of the Company to be transferred in three tranches, subject to adjustments based
on the future performance of the Huddle Group. If in each tranche the Huddle Group didn’t achieve the target defined in the
Minority Interest SPA, the Company was not obliged to buy any portion of Spitz interest.



Additionally, pursuant
to a shareholder’s agreement, the Company agreed on a put option over the 13.75% of the remaining interest in Huddle UK effective
on April 1, 2016 or in the event of the death or full permanent disability of the non-controlling shareholder, pursuant to which
the non-controlling shareholder shall have the right (the “Put Option”) to sell and Globant shall purchase all, but
not less than all the shareholder’s non-controlling interest. The aggregate purchase price to be paid by Globant upon exercise
of the Put Option shall be equal to the price resulting from valuing the Company at six (6) times EBITDA according to the Company's
most recent audited annual financial statements at the time of the delivery of such exercise of the Put Option.



The Company implemented
the IFRIC Interpretation DI/2012/2 “Put Options Written on Non-controlling Interests” issued in May 2012 that requires
a financial liability initially measured at the present value of the redemption amount in the parent’s consolidated financial
statements for written puts on non-controlling interest. Subsequently, the financial liability is measured in accordance with IFRS
9.



As of December 31, 2013,
the Company has recognized as non-current other financial liabilities the written put option for an amount of 1,905 equal to the
present value of the amount that could be required to be paid to the counterparty discounted at an interest rate of 6.5%. Changes
in the measurement of the gross obligation will be recognized in profit or loss.



Pursuant to the shareholder’s
agreement, the Company also agreed on a call option over non-controlling interest effective on April 1, 2016 or in the event of
termination of employment of the non-controlling shareholder for any reason pursuant to which the Company shall have the right
to purchase and the non-controlling interest shareholder shall sell all but not less than all the shareholder’s non-controlling
interest then owned by the non-controlling shareholder. The Company calculated the fair value of call option on the grant date
using the Black-Scholes option pricing model. The Black-Scholes model requires the input of highly subjective assumptions, including
the maturity, exercise price, spot, risk-free and standard deviation. See Note 4 for a description of the assumptions.



F-55







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 23 — BUSINESS COMBINATIONS



As of December 31, 2013,
the Company has accounted for the call option at its fair value of 984 in a similar way to a call option over an entity’s
own equity shares and the initial fair value of the option was recognized in equity.



On October 23, 2014, the
Company entered into an agreement to amend the Minority Interest SPA, to purchase the remaining 13.75% of the capital interests
of Huddle UK (the “Spitz Interest”). Pursuant to this amendment, Mr. Spitz transferred to the Company the remaining
13.75% of the capital interests of Huddle UK. The consideration for the purchase of Spitz interest, is the amount resulting from
valuating Huddle UK at 0.7 times its annual gross revenue for the twelve-month period ended on December 31, 2014 (“2014 Gross
revenue”) multiplied by 0.1375; provided that if the 2014 Gross revenue is higher than 7,800, then the purchase price shall
be an amount equivalent to 0.8 times the 2014 Gross revenue multiplied by 0.1375. The consideration shall in no case be less than
650. As of December 31, 2014, the consideration amounted to 650 and will be payable in three installments, as follows:



| | 1) | First installment: the amount of 100 was paid on October 23, 2014.
| | -- | ------------------------------------------------------------------



| | 2) | Second installment: shall consist of 50% of the total consideration minus the amount paid in the
first installment, and shall be made in cash no later than February 28, 2015
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3) | Third installment: shall consist of 50% of the total consideration, paid in the Company shares
no later than September 30, 2015.
| | -- | --------------------------------------------------------------------------------------------------------------------------------



As a consequence of this
amendment, the call and put option explained above were recalled and the Company increased its percentage of shares in Huddle UK
to 100%. The carrying amount of the non-controlling interest was adjusted to reflect this transaction. The difference between the
amount by which the non-controlling interest was adjusted, and the fair value of the consideration paid was recognized directly
in equity and attributed to the owners of the parent.



Acquisition of Bluestar Energy



On October 10, 2014, the
Company entered into a Stock Purchase Agreement (“SPA”) with AEP Retail Energy Partners LLC to purchase 100% of the
capital stock of BlueStar Energy Holdings, Inc., a Delaware corporation (“BSE Holding”), whose only material asset
is 100% of the capital stock of BlueStar Energy S.A.C., a Peruvian company (“BlueStar Peru”). BlueStar Peru is engaged
is the business of providing information technology support services to the retail electric industry.



The aggregate purchase
price under the SPA amounted to 1,357, equal to the net working capital of BlueStar Energy Holdings, Inc. as of the acquisition
date. Jointly with this SPA, the Company signed with AEP Energy Inc. a consulting services agreement, to provide software services
in the United States and other jurisdictions for the following three years. The fair value of this agreement was recognized as
an intangible asset as of the date of acquisition for an amount of 472, which originated a gain for a bargain business combination
for the same amount included in “Other income and expense, net”.



As of December 21, 2014
the Company changed the legal name of Bluestar Energy S.A.C. to Globant Peru S.A.C.



Outstanding balances of
financial liabilities related to the abovementioned acquisitions as of December 31, 2014 and 2013 are as follows:



|                                  |  | As of December 31, 2014                  |       |  | As of December 31, 2013                     | 
|--------------------------------- |  | ---------------------------------------- | ----- |  | ------------------------------------------- | 
|                                  |  | Other  financial  liabilities –  current |       |  | Other  financial liabilities –  non current | 
|Nextive and Tecnología Social S.A |  |                                          | —     |  |                                             | 
|Terraforum consultoría Ltda.      |  |                                          | —     |  |                                             | 
|Huddle Group                      |  |                                          | 1,045 |  |                                             | 
|Dynaflows                         |  |                                          | —     |  |                                             | 
|Put option on minority interest   |  |                                          | —     |  |                                             | 
|Total                             |  |                                          | 1,045 |  |                                             | 



F-56







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 23 — BUSINESS COMBINATIONS



Purchase Price Allocation



Assets acquired and liabilities
incurred at the date of acquisition in the business combinations above mentioned are as follows:



|                                           |  | Nextive and Tecnología  Social S.A |       |   | Globers
S.A. |  |      | Terraforum consultoría  Ltda. |  |  | Huddle Group |   |  | Bluestar Energy |      
|------------------------------------------ |  | ---------------------------------- | ----- | - | ------------ |  | ---- | ----------------------------- |  |  | ------------ | - |  | --------------- | -----
|Current Assets                             |  |                                    |       |   |              |  |      |                               |  |  |              |   |  |                 |      
|Cash and cash equivalents                  |  |                                    | 272   |   |              |  | 235  |                               |  |  | 29           |   |  |                 | 1,226
|Trade receivables                          |  |                                    | 924   |   |              |  | 350  |                               |  |  | 585          |   |  |                 | 1,475
|Other receivables                          |  |                                    | 48    |   |              |  | 125  |                               |  |  | 28           |   |  |                 | 54   
|Non current assets                         |  |                                    |       |   |              |  |      |                               |  |  |              |   |  |                 |      
|Property and equipment                     |  |                                    | 350   |   |              |  | 5    |                               |  |  | 214          |   |  |                 | 233  
|Intangibles                                |  |                                    | —     |   |              |  | —    |                               |  |  | 2,050        |   |  |                 | 2,210
|Other receivables                          |  |                                    | —     |   |              |  | —    |                               |  |  | —            |   |  |                 | 915  
|Goodwill (1)                               |  |                                    | 4,082 |   |              |  | 111  |                               |  |  | 2,681        |   |  |                 | 4,226
|Current liabilities                        |  |                                    |       |   |              |  |      |                               |  |  |              |   |  |                 |      
|Trade and other payables                   |  |                                    | (229  | ) |              |  | (384 | )                             |  |  | (408         | ) |  |                 | (378 
|Borrowings                                 |  |                                    | —     |   |              |  | —    |                               |  |  | —            |   |  |                 | (441 
|Deferred tax liabilities                   |  |                                    | (6    | ) |              |  | —    |                               |  |  | —            |   |  |                 | —    
|Payroll and social security                |  |                                    | —     |   |              |  | —    |                               |  |  | —            |   |  |                 | (761 
|Provision for contingencies                |  |                                    | —     |   |              |  | —    |                               |  |  | —            |   |  |                 | —    
|Non controlling interest                   |  |                                    | —     |   |              |  | —    |                               |  |  | —            |   |  |                 | (623 
|Gain from bargain business combination (2) |  |                                    | —     |   |              |  | —    |                               |  |  | —            |   |  |                 | —    
|Total consideration                        |  |                                    | 5,441 |   |              |  | 442  |                               |  |  | 5,179        |   |  |                 | 8,136



| | (1) | Goodwill arising from Globers S.A., and Huddle Group are not deductible for tax purposes. Goodwill arising from the acquisition
of Terraforum Consultoria Ltda. is deductible for tax purposes.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | As the total amount paid for Bluestar Energy is less than the fair value of the assets and liabilities recognized at the date
of acquisition, the Company has recorded a gain from bargain business combination.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Goodwill arose in the acquisition
of TerraForum because the cost of the equity interest acquired included a control premium. In addition, the consideration paid
for this acquisition effectively included amounts in relation to the benefit of expected synergies, revenue growth, customer relationships,
non-compete agreement, future market development and the assembled workforce of TerraForum. Only the customer relationships and
non-compete agreements are recognized as intangibles. The other benefits are not recognized separately from goodwill because they
do not meet the recognition criteria for identifiable intangible assets.



Goodwill arising in the
acquisition of Globers because the cost of the equity interest acquired included a control premium. In addition, the consideration
paid for this acquisition effectively included amounts in relation to the benefit of expected synergies and the assembled workforce
of Globers. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable
intangible assets.



Goodwill has arisen in
the acquisition of Huddle Group because the cost of the equity interest acquired included a control premium. In addition, the consideration
paid for this acquisition effectively included amounts in relation to the benefit of expected synergies, revenue growth, customer
relationships, future market development and the assembled workforce of Huddle Group. Only the customer relationships are recognized
as intangibles. The other benefits are not recognized separately from goodwill because they do not meet the recognition criteria
for identifiable intangible assets.



The fair values of the
receivables acquired do not differ from their gross contractual amount.



Acquisition related expenses
were not material and were recognized directly as expense for each period.



Impact of acquisitions on the results of the Company



The net loss for the year
ended December 31, 2012 includes a loss of 64 attributable to the business generated by Terraforum. Revenue for the year ended
December 31, 2012 included 881 related to the business of that company. Had the business combination of Terraforum and Globers
been effected at January 1, 2012, the consolidated revenue of the Company would have been 132,702, the net loss for the year ended
December 31, 2012 would have been 1,658 and losses per share would have amounted to ($0.06).



The net income for the
year ended December 31, 2013 includes a loss of 60 attributable to the business generated by the Huddle Group. Revenue for the
year ended December 31, 2013 included 2,112 related to the business of that company. Had the business combination of the Huddle
Group been effected at January 1, 2013, the consolidated revenue of the Company would have been 166,076, the net income for the
year ended December 31, 2013 would have been 13,696 and earnings per share would have amounted to $0.50.



F-57







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands
of other currencies)

NOTE 23 — BUSINESS COMBINATIONS



The net income for the
year ended December 31, 2014 includes a gain of 393 attributable to the business generated by Bluestar Energy. Revenue for the
year ended December 31, 2014 included 1,058 related to the business of that company. Had the business combination of Bluestar Energy
been effected at January 1, 2014, the consolidated revenue of the Company would have been 203,345, the net income for the year
ended December 31, 2014 would have been 25,655 and earnings per share would have amounted to $0.83.



Directors consider these
“pro-forma” numbers to represent an approximate measure of the performance of the combined group on an annualized basis
and to provide a reference point for comparison in future periods.



F-58







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 24 — SEGMENT INFORMATION



Operating segments are
components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating
decision-maker (“CODM”) in deciding on how to allocate resources and in assessing performance. The Company’s
CODM is considered to be the Company’s chief executive officer (“CEO”). The CEO reviews financial information
presented on an entity level basis for purposes of making operating decisions and assessing financial performance. Therefore, the
Company has determined that it operates in a single operating and reportable segment.



The Company provides services
related to application development, testing, infrastructure management and application maintenance.



The following table summarizes
revenues by geography:



|                                  |  | For the year ended December 31, |        
|--------------------------------- |  | ------------------------------- | -------
|                                  |  | 2014                            |        
|North America                     |  |                                 |        
|United States of America          |  |                                 | 160,376
|Canada                            |  |                                 | 2,721  
|Subtotal North America            |  |                                 | 163,097
|Europe                            |  |                                 |        
|Spain                             |  |                                 | 1,795  
|Ireland                           |  |                                 | 1,649  
|United Kingdom                    |  |                                 | 5,546  
|Others                            |  |                                 | 2,714  
|Subtotal Europe                   |  |                                 | 11,704 
|Latin America and others          |  |                                 |        
|Argentina                         |  |                                 | 4,248  
|Brazil                            |  |                                 | 3,078  
|Colombia                          |  |                                 | 3,069  
|Chile                             |  |                                 | 8,974  
|Uruguay                           |  |                                 | 3,626  
|Others                            |  |                                 | 1,809  
|Subtotal Latin America and others |  |                                 | 24,804 
|TOTAL                             |  |                                 | 199,605



The revenues by geography
were determined based on the country where the sale took place. There are no revenues generated in the country of the Company’s
domicile, Luxembourg, for any of the years presented.



The Company had no single
customer accounting for 10% or more of revenues for the years ended December 31, 2014, 2013 or 2012.



The following table summarizes
non-current assets other than deferred taxes as stated in IFRS 8, paragraph 33.b, by jurisdiction:



|                         |  | As of December 31, |       
|------------------------ |  | ------------------ | ------
|                         |  | 2014               |       
|Argentina                |  |                    | 21,956
|Spain                    |  |                    | 1,509 
|United States of America |  |                    | 1,558 
|Brazil                   |  |                    | 3,057 
|Uruguay                  |  |                    | 1,351 
|Luxembourg               |  |                    | 6,064 
|Other countries          |  |                    | 4,285 
|TOTAL                    |  |                    | 39,780



F-59







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 25 — BORROWINGS



25.1 — Bank and financial institutions



The principal balances
of outstanding borrowings under lines of credit with banks and financial institutions were as follows:



|                                          |  | As of December 31, |      
|----------------------------------------- |  | ------------------ | -----
|                                          |  | 2014               |      
|HSBC bank (Argentina)                     |  |                    | 252  
|Banco Santander Rio (Argentina)           |  |                    | 654  
|Banco del Chaco (Argentina)               |  |                    | 17   
|Banco Galicia (Argentina)                 |  |                    | 2    
|Banco Ciudad (Argentina)                  |  |                    | 2    
|Banco Phenix (Argentina)                  |  |                    | 82   
|Apple Financial Services (United States)  |  |                    | 72   
|Financial institution – Leasing (Uruguay) |  |                    | 195  
|Bradesco (Brazil)                         |  |                    | 9    
|Bridge Bank (United States)               |  |                    | —    
|TOTAL                                     |  |                    | 1,285



Such balances were included
in the consolidated balance sheets as follows:



|                       |  | As of December 31, |      
|---------------------- |  | ------------------ | -----
|                       |  | 2014               |      
|Current borrowings     |  |                    | 513  
|Non-current borrowings |  |                    | 772  
|TOTAL                  |  |                    | 1,285



Movements in borrowings
are analyzed as follows:



|                                 |  | As of December 31, |        
|-------------------------------- |  | ------------------ | -------
|                                 |  | 2014               |        
|Balance at the beginning of year |  |                    | 11,795 
|Proceeds of new borrowings       |  |                    | 257    
|Payment of borrowings            |  |                    | (10,010
|Accrued interest                 |  |                    | (6     
|Foreign exchange                 |  |                    | (751   
|TOTAL                            |  |                    | 1,285  



25.1.1 — Bridge Bank



On May 6, 2011, the Company
through its subsidiary, Globant LLC, signed a revolving credit line with Bridge Bank to finance its activities. The initial amount
of the credit line was up to 10,000. The credit line allows Globant LLC to request the bank to advance funds. The initial maturity
date of the credit line was May 6, 2013. During the year ended December 31, 2013, Globant LLC renewed this loan agreement with
Bridge Bank, for a revolving line of credit of up to 15,000. The maturity date was extended to May 6, 2015.



The advances bear interest
at a rate equal to the last variable rate published by the Bridge Bank plus 0.25%, subject to the condition that the applicable
rate is at least equal or greater than an annual rate of 3.25%. Moreover, if any payment is not made within 10 days after the date
such payment (capital on interest) is due, Globant LLC must pay to the bank a late fee equal to the lesser of 5% of the amount
of such unpaid amount or the maximum amount permitted to be charged under applicable U.S. law, not in any case to be less than
25 U.S. dollars.



Interest is due and payable
on the tenth calendar day of each month. Globant LLC may prepay any advance in whole or in part at any time without penalty or
premium.



During 2013, Globant LLC
increased its borrowings by 1,500. At December 31, 2013, Globant LLC had outstanding borrowings of 9,419, including interest. At
December 31, 2014, the borrowing was totally paid.



F-60









GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 25 — BORROWINGS



25.1.2 — Argentine subsidiary’s loan
agreements



The Company, through its
Argentine subsidiaries, Sistemas Globales S.A. and Huddle Group S.A., entered into several loan agreements with HSBC, Santander
Rio, Galicia, Ciudad, Comafi and Nuevo Banco del Chaco.



Balances as of December
31, 2014 and 2013 were the following:



|                                |  | As of December 31, |      
|------------------------------- |  | ------------------ | -----
|                                |  | 2014               |      
|HSBC bank (Argentina)           |  |                    | 252  
|Banco Santander Rio (Argentina) |  |                    | 654  
|Banco del Chaco (Argentina)     |  |                    | 17   
|Banco Galicia (Argentina)       |  |                    | 2    
|Banco Ciudad (Argentina)        |  |                    | 2    
|Banco Phenix (Argentina)        |  |                    | 82   
|TOTAL                           |  |                    | 1,009



These loans contain accelerating
clauses applicable to Sistemas Globales S.A. that would cause outstanding principal and interest to be due and payable mainly under
the following circumstances: 1) upon default on any of the commitments assumed under the loan agreement; 2) upon Sistemas Globales
S.A. becoming insolvent or bankrupt; 3) if Sistemas Globales S.A. is unable to comply with its obligations; 4) if any governmental
authority confiscates, nationalizes or expropriates some or all assets or all equity interest of Sistemas Globales S.A.; 5) if
the board of directors of Sistemas Globales S.A. authorizes the liquidation of the entity; 6) if Sistemas Globales S.A. does not
comply with duly tax payments; 7) if Sistemas Globales S.A. pledges its equity shares; or 8) if Sistemas Globales S.A. grants a
pledge or mortgage on its assets.



As of December 31, 2014,
Sistemas Globales S.A. was in compliance with all the covenants included in the financing agreements.



As of December 31, 2014
and 2013, Huddle Group S.A.’s loans did not contain covenants.



F-61







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 26 — OPERATING AND FINANCE LEASES



The Company is obligated
under various operating leases for office space and office equipment. Total lease expense incurred under these leases was approximately
8,830; 8,193 and 7,025 for the years ended December 31, 2014, 2013 and 2012, respectively.



During the year ended December
31, 2014 and 2013, the Company recognized some agreements related to computer leases as finance leases ending in the year 2015.
Thus, the amount of computer equipment and software included 246 and 185 under finance lease agreements, as of December 31, 2014
and 2013, respectively. The related liability arises to 359 and 200, out of which 237 and 165 are classified as current borrowings;
and 122 and 35 as non-current borrowings, as of December 31, 2014 and 2013, respectively.



Future fixed minimum annual
lease commitments are as follows at December 31, 2014:



|Year |  | Amount |      
|---- |  | ------ | -----
|2015 |  |        | 7,623
|2016 |  |        | 4,822
|2017 |  |        | 2,883
|2018 |  |        | 2,346
|2019 |  |        | 1,756



F-62







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 27 — FINANCIAL INSTRUMENTS



27.1 — Categories of financial instruments



|                                  |  | As of December 31, |       
|--------------------------------- |  | ------------------ | ------
|                                  |  | 2014               |       
|Financial assets                  |  |                    |       
|Cash and cash equivalents         |  |                    | 34,195
|HFT assets                        |  |                    | 12,526
|Available-for-sale assets         |  |                    | 15,458
|Other financial assets            |  |                    | —     
|Loans and receivables             |  |                    | 55,225
|Financial liabilities             |  |                    |       
|Amortized cost                    |  |                    |       
|Trade payables                    |  |                    | 5,673 
|Payroll and social security taxes |  |                    | 20,967
|Borrowings                        |  |                    | 1,285 
|Other financial liabilities (1)   |  |                    | 1,308 
|Tax liabilities                   |  |                    | 3,446 
|Other liabilities                 |  |                    | 173   



| | (1) | As of December 31, 2013, other financial liabilities includes 861 related to the contingent liability arose in Huddle Group
acquisition, which is measured at fair value (see note 27.10.1).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



At the end of the reporting
years, there were no loans or receivables designated at fair value through profit or loss. The carrying amounts reflected above
represents the Company’s maximum exposure to credit risk for such loans and receivables.



27.2 — Market risk



The Company is exposed
to a variety of risks: market risk, including the effects of changes in foreign currency exchange rates and interest rates, and
liquidity risk.



The Company’s overall
risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on
the Company’s financial performance. The Company does not use derivative instruments to hedge its exposure to risks.



27.3 — Foreign currency risk management



The Company undertakes
transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise.



Except in TerraForum and
Globers, the subsidiary’s functional currency is the U.S. dollar. In 2014, 92% of the Company’s revenues are denominated
in U.S. dollars. Because the majority of its personnel are located in Latin America, the Company incurs the majority of its operating
expenses and capital expenditures in non-U.S. dollar currencies, primarily the Argentine peso, Uruguayan peso, Brazilian Reais
and Colombian peso.



Foreign exchange sensitivity analysis



The Company is mainly exposed
to Argentine pesos.



The following table details
the Company’s sensitivity to a 30% increase and decrease in the U.S. dollar against the relevant foreign currency. The sensitivity
analysis includes outstanding foreign currency denominated monetary items at December 31, 2014 and adjusts their translation at
the year-end for a 30% change in U.S. dollars against the relevant foreign currency and the same change that affects net income
as certain costs are incurred in Argentine pesos.



|             |  |                 |  |        |        |  | Gain/(loss)  | 
|------------ |  | --------------- |  | ------ | ------ |  | ------------ | 
|Account      |  | Currency        |  | Amount |        |  | 30% Increase | 
|Net balances |  | Argentine pesos |  |        | 21,267 |  |              | 
|             |  | Total           |  |        | 21,267 |  |              | 



|        |  |                 |  |        |          |   | Gain/(loss)  | 
|------- |  | --------------- |  | ------ | -------- | - | ------------ | 
|Account |  | Currency        |  | Amount |          |   | 30% Increase | 
|Costs   |  | Argentine pesos |  |        | (101,165 | ) |              | 
|        |  | Total           |  |        | (101,165 | ) |              | 



F-63







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 27 — FINANCIAL INSTRUMENTS



The estimated effect in
net gain for the year ended December 31, 2014 due to a 30% increase in the U.S. dollar against the Argentine peso is a gain of
18,438 and such effect due to a 30% decrease in the U.S. dollar against the Argentine peso is a loss of a 23,970.



27.4 — Interest rate risk management



The Company’s exposure
to market risk for changes in interest rates relates primarily to its cash and bank balances and its credit facilities. The Bridge
Bank loan bears interest at rate ranging from 3.25% to 4% (depending on the amount drawn). The Company’s credit lines in
Argentina bear interest at fixed rates ranging from 15.25% and 15.50% in local currency (equivalent to an interest rate around
3.75% and 4%). The Company does not use derivative financial instruments to hedge its risk of interest rate volatility.



27.5 — Liquidity risk management



The Company’s primary
sources of liquidity are cash flows from operating activities and borrowings under credit facilities. See note 25.1.1.



Management monitors rolling
forecasts of the Company’s liquidity position on the basis of expected cash flow.



The table below analyses
financial liabilities into relevant maturity groups based on the remaining period at the balance sheet date to the contractual
maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.



|                            |  | Expected Maturity Date |      
|--------------------------- |  | ---------------------- | -----
|                            |  | 2015                   |      
|Borrowings                  |  |                        | 283  
|Interest to be paid         |  |                        | 161  
|Finance leases              |  |                        | 230  
|Other financial liabilities |  |                        | 1,045
|TOTAL                       |  |                        | 1,719



27.6 — Concentration of credit risk



The Company derives revenues
from clients in the U.S. (approximately 80%) and clients related from diverse industries. For the years ended December 31, 2014,
2013 and 2012, the Company’s top five clients accounted for 27.8%, 25.3% and 27.7% of its revenues, respectively. No single
customer accounted for 10% or more of revenues for the years ended December 31, 2014, 2013 and 2012.



27.7 — Fair value of financial instruments
that are not measured at fair value



The carrying amounts of
financial assets and liabilities related to cash and bank balances, investments, trade receivables, other current and non-current
receivables, trade payables, payroll and social security taxes payables, tax liabilities and other liabilities included in the
consolidated statement of financial position as of December 31, 2014 and 2013, approximate to their fair values. Other financial
liabilities, including borrowings, are subsequently measured at amortised cost considering the effective interest rate method,
which approximate to its fair value due to their short-term maturity.



27.8 Available-for-sale investments



As of December 31, 2014,
the Company has acquired “Letras del Banco Central” (LEBAC) with SBS Sociedad de Bolsa S.A. for an amount
of 15,458. LEBAC are short-term securities issued and tendered by the Argentine Central Bank, denominated in Argentine pesos, and
can be purchased with cash through banks or stock brokering companies. LEBAC do not pay interest during the life of the instrument.
Instead, LEBAC are bought at a discount from their face value, which is the amount the instrument will be worth at its settlement.
When these instruments reach their maturity, the investor receives an amount equal to the face value of the instrument.



The purpose of this transaction
is to ensure a fixed return in Argentine pesos.



F-64







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)



NOTE 27 — FINANCIAL INSTRUMENTS



Changes in the carrying
amount of AFS financial assets relating to changes in foreign currency rates, interest income calculated using the effective interest
method are recognized in profit or loss. Other changes in the carrying amount of AFS financial assets are recognized in other comprehensive
income.



27.9 — Fair value measurements recognized
in the consolidated statement of financial position



The following table provides
an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into a three-level
fair value hierarchy as mandated by IFRS 13, as follows:



| | o | Level 1 fair value measurements are those derived from quoted market prices (unadjusted) in active markets for identical assets
or liabilities.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



| | o | Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1, that are observable
for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | Level 3 fair value measurements are those derived from unobservable inputs for the assets or liabilities.
| | - | ---------------------------------------------------------------------------------------------------------



|                 |  | As of December 31, 2014 |  
|---------------- |  | ----------------------- | -
|Financial assets |  | Level 1                 |  
|Mutual funds     |  |                         | —
|LEBACs           |  |                         | —



|                                               |  | As of December 31, 2013 |  
|---------------------------------------------- |  | ----------------------- | -
|                                               |  | Level 1                 |  
|Financial assets                               |  |                         |  
|Mutual funds                                   |  |                         | —
|Call option on minority interest (see note 23) |  |                         | —
|Financial liabilities                          |  |                         |  
|Put option on minority interest (see note 23)  |  |                         | —



There were no transfers
of financial assets between Level 1 and Level 2 during the period.



The Company has applied
the market approach technique in order to estimate the price at which an orderly transaction to sell the asset or to transfer the
liability would take place between market participants at the measurement date under current market conditions. The market approach
uses prices and other relevant information generated by market transactions involving identical or comparable (i.e., similar) assets,
liabilities or a group of assets and liabilities.



27.10 Level 3



27.10.1 Contingent consideration



As explained in note 23,
the acquisition of Terraforum included a contingent consideration agreement which was payable on a deferred basis and which will
be subject to reduction upon the occurrence of certain events relating, among other things, to the acquired company’s gross
revenue and gross profit for the year ending December 31, 2013.



As of December 31, 2013,
the Company remeasured the fair value of the contingent consideration related to the acquisition of Terraforum described above,
considering that the gross revenue and gross profit target established by the Third payment and Forth payment, as defined in the
purchase agreement, was not met. Thus, no further payment will be required. Gain arising from the change in fair value amounted
to 1,703.



A reconciliation of the
contingent consideration from opening to closing balances is as follows:



|Balance as of January 1, 2013             |  |  | 2,179  |  
|----------------------------------------- |  |  | ------ | -
|Payments                                  |  |  | (571   | )
|Accrued interest                          |  |  | 160    |  
|Remeasurement of contingent consideration |  |  | (1,703 | )
|Translation                               |  |  | (65    | )
|Balance as of December 31, 2013           |  |  | —      |  



F-65









GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 27 — FINANCIAL INSTRUMENTS





27.10.2 Put and call option on minority interests



The discounted consideration
of the put option over non-controlling interest of 1,906 as of December 31, 2013, was estimated by discounting six (6) times EBITDA
according to the Huddle Group’s most recent audited annual financial statements by using a risk-adjusted discount rate.



The expected payment is
determined by considering the possible scenarios. The significant unobservable inputs used are: (i) forecasted EBITDA of the Huddle
Group’s most recent audited annual financial statements at the time of the delivery of such exercise of the put option, and
(ii) risk-adjusted discount rate (6.5%).



The fair value of the call
option on minority interest of 984 as of December 31, 2013, was estimated by using the Black & Sholes method considering the
EBITDA of the Huddle Group’s most recent audited annual financial statements at the time of the delivery of such exercise
of the call option to present value using a risk-adjusted discount rate.



The expected payment is
determined by considering the possible scenarios. The significant unobservable inputs used are: (i) forecasted EBITDA of the Huddle
Group’s most recent audited annual financial statements at the time of the delivery of such exercise of the call option,
and (ii) risk-adjusted discount rate (0.5%).



As of October 23, 2014,
the Company replaced the put and call option with the consideration agreed in the amendment to this agreement, explained in note
23 to these consolidated financial statements.



27.10.3 Foreign exchange futures contracts



During the year ended December
31, 2014, the Argentinian subsidiaries, Sistemas Globales S.A. and IAFH Global S.A. have acquired foreign exchange futures contracts
with SBS Sociedad de Bolsa S.A. in U.S. dollars, with the purpose of hedging the possible decrease of assets’ value held
in Argentine pesos due to the risk of exposure to fluctuations in foreign currency.



These futures contracts
have daily settlements, in which the futures value changes daily according to prices published in Rosario Futures Exchange (“ROFEX”).
It is considered as the fair value of the futures contracts the rates published in ROFEX at the closing of each day. Sistemas Globales
S.A. and IAFH Global S.A. recognize daily variations in SBS Sociedad de Bolsa S.A. primary accounts, and the gains or losses generated
by each daily position through profit or loss. Thus, at the closing of each day, according to the future price of the exchange
rate U.S. Dollar — Argentine peso, the companies perceive a gain or loss for the difference. The foreign exchange
futures contracts were recognized, according to IAS 39, as financial assets at fair value through profit or loss. As of December
31, 2014 the Company recognized a loss for an amount of 1,094.



Pursuant to these contracts,
Sistemas Globales S.A. and IAFH Global S.A. are required to maintain collaterals in an amount equal to a percentage of the notional
amounts purchased until settlement of the contracts. As of December 31, 2014, Globant S.A. held the amounts in LEBACS in a ROFEX
account, for an amount of 2,089. In addition, the companies must keep a 10% of the value of those collaterals in SBS Sociedad de
Bolsa S.A. primary account. This ensures minimal funding, in case SBS Sociedad de Bolsa S.A. has to transfer funds to ROFEX if
losses are generated by daily settlements.



F-66







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 28 — CONTINGENCIES



On February 10, 2012, Federacion
Argentina de Empleados de Comercio y Servicios (“FAECYS”) filed a lawsuit against the Company’s Argentine
subsidiary, Sistemas Globales S.A., in which FAECYS is demanding the application of its collective labor agreement to the
employees of that subsidiary. FAECYS’s claim, Sistemas Globales should have withheld and transferred to FAECYS an
amount of 0.5% of the gross monthly salaries of Sistemas Globales’s employees from October 2006 through October 2011.



Although the Company believes
Sistemas Globales has meritorious defenses to this lawsuit, no assurance can be provided as to what the ultimate outcome
of this matter will be. In the opinion of the Company’s management and its legal advisors, an adverse outcome from this claim
is not probable. Consequently, no amount has been accrued at December 31, 2014. Management estimates that the amount of possible
loss as of the date of issuance of these financial statements ranges between 950 and 1,000, including legal costs and expenses.



As of December 31, 2014,
the Company is also a party in certain labor claims where the risk of loss is considered possible. The final resolution of these
claims is not likely to have a material effect on the Company’s financial position and results of operations.



F-67







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 29 — CAPITAL AND RESERVES



As a result of the reorganization
discussed in note 1, the Company accounted for this transaction as a merger between entities under common control; accordingly,
the historical financial statements of Globant Spain for periods prior to this transaction are considered to be the historical
financial statements of Globant Lux. No changes in capital structure, assets or liabilities resulted from this transaction, other
than the increase in share capital which has been treated similar to a stock dividend.



29.1 Issuance of common shares



On December 21, 2014, 258,742
common shares were issued in respect of vested options arising from the 2012 share based compensation plan, exercised by 15 employees.
Options were exercised at an average price of $4.21 per share.



On July 23, 2014, the Company
successfully completed the initial public offering (IPO) of common shares, which were listed on the New York Stock Exchange. The
Company issued 4,350,000 common shares, at a price of $10 per share, raising an overall amount of approximately 40,455, net of
underwriting discounts for an amount of 3,045. After the deduction of IPO related expenses for an amount of 2,722, the net increase
of capital and shared premium from the offering totalled 37,733. In addition, certain of the existing shareholders sold 2,377,500
of their shares, at a price of $10 per share.



On July 15, 2014, the Company
increased its issued capital in an amount of $12.60 that has been paid out of available reserves currently recorded in the accounts
of the Company.



On November 28, 2013, 1,064,869
common shares were issued in respect of vested options arising from the 2012 share based compensation plan, exercised by 57 employees.
Options were exercised at an average price of $2.04 per share. Additionally, the Company delivered 111,892 common shares, held
as treasury stock until that date, in respect of vested options arising from the 2012 share based compensation plan, exercised
by 8 employees. Options were exercised at an average price of $0.84 per share.



On January 28, 2013, 339,952
common shares were issued after in respect of options arising from the 2012 share-based compensation plan were exercised by 115
employees. Options were exercised at an average price of $1.8 per share, amounting to a total of 622.



In January 2013, WPP Luxembourg
Gamma Three S.à. r.l. (“WPP”) subscribed 527,638 common shares with nominal value of $1.20 each and additional
paid-in-capital of 5,815 for a total of 6,448. The Company used these proceeds to retire 20% of the existing options (see note
22.2) and to acquire shares held by certain employees and Endeavor Catalyst Inc.



In January 18, 2012, Endeavor
Global, Inc. made a capital contribution in Globant Spain in the amount of 1,559 Euros (equivalent to 2,000) and 3,417 share options
in exchange for 10,685 shares. The costs of this transaction amounted to 41.



29.2 Repurchase of shares



In April 2013, the Company
repurchased 339,952 shares from its employees for an amount of 4,155, recorded as a reduction in equity.



On January 10, 2012, the
Company repurchased from Paldwick 16,282 shares for an amount of 1,730, recorded as a reduction in equity.



29.3 Repurchase of options



During the year ended December
31, 2013, the Company repurchased 192,676 share options from its employees and deducted them directly from additional paid in capital
for an amount of 1,971. No gain or loss was recognized on the purchase of share options.



29.4 Reverse Share Split



On June 18, 2014, the extraordinary
general meeting of shareholders of the Company conditionally approved (a) the reclassification of the existing 10 classes of shares
of the Company into a single class of common shares all having the same economic and voting rights and (b) the amendment of the
Company’s issued share capital of 34,794 to reflect 28,995,158 common shares having a nominal value of 1.20 per share, in
each case, conditional upon and with effect solely from and after the approval at a subsequent extraordinary general meeting of
shareholder of the Company of a change in the nominal value of the existing shares of the Company from 0.10 per share to 1.20 per
share and, concurrently therewith, the effecting of a 1-for-12 reverse share split so that the existing shares of the Company having
a nominal value of 0.10 per share shall be exchanged against new common shares of the Company having a nominal value of 1.20 per
share, such subsequent extraordinary general meeting occur not later than the business day prior to the business day on which the
U.S. Securities and Exchange Commission declares the Company’s registration statement on Form F-1 effective. All issued and
outstanding shares and options exercisable for shares have been adjusted to reflect this reclassification and reverse share split
for all periods presented.



F-68







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 29 — CAPITAL AND RESERVES



The table below summarizes
the impact on the Company’s issued shares of giving effect to the reclassification and reverse share split described in the
preceding paragraph:



|                                                       |  | Ordinary shares |           
|------------------------------------------------------ |  | --------------- | ----------
|Balance at January 1, 2012                             |  | 1,031,399       |           
|Contribution by owners                                 |  |                 | 10,685    
|Repurchase of shares                                   |  |                 | (16,282   
|Company Reorganization                                 |  |                 | 26,264,946
|Balance at December 31, 2012                           |  |                 | 27,290,748
|Contribution by the owners                             |  |                 | 527,638   
|Issuance of shares under share-based compensation plan |  |                 | 1,516,724 
|Repurchase of shares                                   |  |                 | (339,952  
|Balance at December 31, 2013                           |  |                 | 28,995,158
|Contribution by the owners                             |  |                 | 4,350,000 
|Issuance of shares under share-based compensation plan |  |                 | 258,742   
|Balance at December 31, 2014                           |  |                 | 33,603,900



F-69







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 30 — APPROPRIATION OF RETAINED EARNINGS UNDER SUBSIDIARIES’
LOCAL LAW



In accordance with Argentine
and Uruguayan Law, subsidiaries of the Company must appropriate at least 5% of net income for the year to a legal reserve, until
such reserve equals 20% of their respective capital stock amounts. As of December 31, 2014, the legal reserve amounted to 861 for
all Argentine subsidiaries and as of that date was fully constituted.



As of December 31, 2014,
the legal reserve amounted to 42 for the Company’s Uruguayan subsidiary and as of that date was fully constituted.



In accordance with Colombian
law, the Company’s Colombian subsidiary must appropriate at least 10% of net income for the year to a legal reserve, until
such reserve equals 50% of its respective capital stock amount. As of December 31, 2014, there was a legal reserve of 0.4 that
was fully constituted.



Under Spanish law, Globant
Spain must appropriate 10% of its standalone profit to a legal reserve until such reserve equals to 20% of their respective capital
stock amounts. As of December 31, 2014, no reserve had been constituted.



In accordance with Brazilian
Law, 5% of the net profit shall be allocated to form the legal reserve, which may not exceed 20% of the capital. The corporation
may refrain from allocating resources to the legal reserve during any fiscal year in which the balance of such reserve, exceeds
30% of the capital. The Company’s Brazilian subsidiary did not have a legal reserve as of December 31, 2014.



Under Luxembourg law, at
least 5% of the Company’s net profits per year must be allocated to the creation of a legal reserve until such reserve has
reached an amount equal to 10% of the Company’s issued share capital. If the legal reserve subsequently falls below the 10%
threshold, at least 5% of net profits again must be allocated toward the reserve. If the legal reserve exceeds 10% of the Company’s
issued share capital, the legal reserve may be reduced. The legal reserve is not available for distribution. As of December 31,
2014, no reserve had been constituted.



In accordance with Peru
law, the Company’s Peruvian subsidiary must appropriate at least 10% of net income for the year to a legal reserve, until
such reserve equals 20% of its capital stock amounts. As of December 31, 2014, no reserve had been constituted.



F-70







GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 31 — SUBSEQUENT EVENTS



The Company evaluated transactions
occurring after December 31, 2014 in accordance to IAS 10 ‘Events after the reporting period’, through March 9, 2015,
which is the date that the consolidated financial statements were made available for issuance.



F-71









GLOBANT S.A.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014(amounts are expressed in thousands of U.S. dollars, except where expressly indicated that amounts are stated in thousands of
other currencies)

NOTE 32 — APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS



The Consolidated Financial
Statements were approved by the Board of Directors on March 9, 2015.



Martín Migoya
President



F-72