FOURTEENTH AGREEMENT FOR THE IMPLEMENTATION OF AMENDMENTS TO THE CORPORATE SERVICES MASTER AGREEMENT
EXHIBIT 4.7
TRADUCCIÓN PÚBLICA
SWORN TRANSLATION
[All the pages of the original document are initialed at the bottom.]
FOURTEENTH AGREEMENT FOR THE IMPLEMENTATION OF
AMENDMENTS
TO THE CORPORATE SERVICES MASTER AGREEMENT
Agreement made in the Autonomous City of Buenos Aires on the 12th day of July of 2022 by and between:
(i) CRESUD S.A.C.I.F. y A., domiciled at ▇▇▇▇▇ ▇▇▇▇▇▇▇ 261, 9th Floor, Autonomous City of Buenos Aires, represented hereat by the undersigned attorneys-in-fact (hereinafter “CRESUD”), party of the first part;
(ii) IRSA Inversiones y Representaciones Sociedad Anónima, domiciled at ▇▇▇▇▇ ▇▇▇▇▇▇▇ 261, 9th Floor, Autonomous City of Buenos Aires, acting on its behalf and on behalf of IRSA Propiedades Comerciales S.A. (IRSA PC), as merger administrator, represented hereat by the undersigned attorneys-in-fact, party of the second part (hereinafter “IRSA” and collectively with ▇▇▇▇▇▇ referred to as “THE PARTIES”).
WHEREAS:
(i) On June ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ and IRSA PC (hereinafter referred to as “THE ORIGINAL PARTIES” executed a Master Agreement for the Exchange of Corporate Services (hereinafter “the Master Agreement”);
(ii) On August 23, 2007 THE ORIGINAL PARTIES executed the First Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “First Agreement”), whereby certain amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases, and new Individually Responsible Persons were appointed;(iii) On August 14, 2008 and November 27, 2009, THE ORIGINAL PARTIES executed the Second Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the "Second Agreement”) and the Third Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Third Agreement”), respectively, whereby new amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases;
(iv) On March 12, 2010, THE ORIGINAL PARTIES executed an Addendum to the Master Agreement for the Exchange of Corporate Services (hereinafter the “Addendum”) whereby THE ORIGINAL PARTIES agreed to unify in CRESUD the services of the Areas of Exchange of Corporate Services, for which purposes the employment agreements of most of the employees of such areas were transferred and the procedure to allocate the costs of potential labor expenses arising from departure of employees was established;
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(v) On July 11, 2011, THE ORIGINAL PARTIES executed the Fourth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the "Fourth Agreement”); on October 15, 2012, THE ORIGINAL PARTIES executed the Fifth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the "Fifth Agreement"); on November 12, 2013, THE ORIGINAL PARTIES executed the Sixth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Sixth Agreement”); and on February 18, 2015, THE ORIGINAL PARTIES executed the Seventh Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Seventh Agreement” and together with the First Agreement, the Second Agreement, the Third Agreement, the Fourth Agreement, the Fifth Agreement and the Sixth Agreement, the “Agreements”), whereby new amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases;
(vi) Pursuant to the structuring process of a new organizational model of division of areas by business, an agreement was reached to transfer to IRSA and/or IRSAPC the employment agreements of those employees who render services related to the Technical, Infrastructure and Services, Purchases, Architecture and Design and Works Development Area, Real Estate Business Management, Real Estate Business Human Resources, Safety and Real Estate Areas, all of them related to the real estate business. On February 24, 2014 THE ORIGINAL PARTIES executed a Second Addendum to the Master Agreement for the Exchange of Corporate Services (hereinafter the “Second Addendum”) whereby the mechanisms to be used for the allocation of the costs of potential labor expenses that such process would involve were established.
(vii) On November 12, 2015, THE ORIGINAL PARTIES executed the Eighth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Eighth Agreement”)
(viii) On May 5, 2017, THE ORIGINAL PARTIES executed the Ninth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Ninth Agreement”).
(ix) On June 29, 2018, THE ORIGINAL PARTIES executed the Tenth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Tenth Agreement”).
(x) On June 28, 2019, THE ORIGINAL PARTIES executed the Eleventh Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Eleventh Agreement”).
(xi) On June 30, 2020, THE ORIGINAL PARTIES executed the Twelfth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Twelfth Agreement”).
(xii) On June 30, 2021, THE ORIGINAL PARTIES executed the Thirteenth Agreement for Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Thirteenth Agreement”).
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(xiii) On September 30, 2021 IRSA and IRSA PC executed a preliminary merger agreement whereby they initiated a merger process between both companies. In such process, IRSA would be the merging company and IRSA PC would be merged company, which would be dissolved without liquidation. Subsequently, on December 22, 2021, IRSA and IRSA PC held their respective shareholders’ meetings resolving the final approval of the merger. Subsequently, on January 27, 2022 both companies executed the final merger agreement (the “FMA”) giving effect to the corporate reorganization process above mentioned.
(xiv) Therefore, starting on January 1, 2022 IRSA, as merging company of IRSA PC, became the surviving company assuming all rights and obligations of IRSA PC under the Master Agreement, its addenda and amendments.
(xv) First THE ORIGINAL PARTIES and then the PARTIES have been performing the Master Agreement based on an Implementation Manual originally drafted by Deloitte & Co. S.R.L., updated in due time;
(xvi) In accordance with the recommendations made in due course by Deloitte on its reports and currently by external auditors, new operational changes have been implemented in the Areas of Exchange of Corporate Services and the Cost Distribution Bases throughout year 2021, which THE PARTIES wish to acknowledge in writing;
(xvii) THE PARTIES have disclosed the content of this FOURTEENTH AGREEMENT FOR THE IMPLEMENTATION OF AMENDMENTS TO THE CORPORATE SERVICES MASTER AGREEMENT (hereinafter the “Fourteenth Agreement”) to their respective Audit Committees; and
(xviii) THE PARTIES execute this Fourteenth Agreement ad referendum the effective approval thereof by the Board of Directors of THE PARTIES;
NOW IN CONSIDERATION OF THE FOREGOING, THE PARTIES hereby agree to execute this Fourteenth Agreement subject to the following terms and conditions:
ONE: THE PARTIES ratify that the Areas (as defined in the Master Agreement) and the calculation method applicable to the Exchange of Operational Services (also as defined in the Master Agreement) have been changed as from the dates listed below, amending therefore Exhibits I and II, as amended by the Agreements, to the Master Agreement as per the following detail:
(i) Starting in January 2022, as a result of the merger between IRSA and IRSA PC referred to in (xiii) above, the following areas cease to take part in the Shared Services Agreement: Proceeding and Permits, Investments, Rental Offices, Real Estate Business Management, Real Estate Business Analysis, Real Estate Legal Affairs, Real Estate Budget and Management Control, Real Estate Business HR; and Technical, Infrastructure and Services. As a consequence, Exhibits I and II were modified.
(ii) Starting in January 2022, the corporate Legal area changed its Cost distribution method from “Weighted between the number of minutes of board of directors’ meetings and premium amount of the annual insurance program” to “Weighted between Number of Meetings of board of directors, liquidators and shareholders’ meetings and premium amount of the annual insurance program.” As a consequence, Exhibits I and II were modified.
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(iii) Starting in January 2022, the Bolivar, Board of Directors’ Safety and General Management Department areas to be distributed changed the distribution cost method from “Proportional among the three companies” to “66.66% IRSA and 33.33% CRESUD. As a consequence, Exhibits I and II were ▇▇▇▇▇▇▇▇.▇▇ consideration of the foregoing, the PARTIES hereby put on record that, subject to the clarifications detailed in the preceding clauses and for purposes of updating Exhibits I and II, they shall be read as hereto attached for the periods and as from the dates indicated.
TWO: THE PARTIES represent that all the sections of the Master Agreement, the Agreements, the Addendum and the Second Addendum that have not been amended pursuant to this Fourteenth Agreement continue to be in full force and effect.
In witness whereof, this Agreement has been executed in two (2) counterparts of the same tenor and to a single effect in the place and on the date first written.
CRESUD S.A.C.I.F.y A.
__________/ ____________
Attorneys-in-fact
IRSA Inversiones y Representaciones Sociedad Anónima
___________/ ____________
Attorneys-in-fact
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Exhibit I
Description of Corporate Services Exchange Areas
Corporate Human Resources
The Human Resources sector renders to THE PARTIES the service consisting in Human Resources Administration; Human Resources Management, and Organizational Culture Management. Within the main activities of the sector we may mention labor relationships, selection of managerial positions, leadership training and interpersonal skills, compensation and benefits, internal communications, etc.
Administration and Finance
The Administration and Finance sector renders to THE PARTIES the service consisting in Investor Relations, Capital Markets, Financial Risk and Management of Financial Transactions. In addition, it renders to THE PARTIES the service consisting in planning and defining the companies’ fiscal policies.
Planning
The Planning area is responsible for medium- and long-term planning, for aligning THE PARTIES’ objectives and individual goals, for coordinating THE PARTIES’ investment analysis, controlling the Shared Services Center’s, the Board’s and Corporate expenses management and budgeting, and for coordinating all the management information flowing through the businesses and submitted to the respective Boards of Directors.
Institutional Relations
The Institutional Relations department renders to THE PARTIES the service consisting in relations with the media and communities where the company does business, consisting in drafting of newsletters and statements, preparation of brochures and institutional events, CSR strategy, relationship with NGOs and planning and preparation of CSR actions.
Compliance
The Compliance sector is responsible for information security and Internal Control, controlling the proper management of the different processes that constitute the administrative and accounting system and participating in their continuous improvement. In addition, it is in charge of verifying compliance with controls defined in the processes as well as with the regulations, principles and procedures that govern the governing bodies of THE PARTIES. In addition, it provides support and assistance to the Audit Committee for compliance with its duties. Furthermore, it renders to THE PARTIES Corporate Fraud Prevention services.
Shared Services Center
The Shared Services Center provides THE PARTIES with all the transactional and operational services associated with income and expense management, to the services inherent in managing human resources benefits and payroll processing, in commercial contract management, in errand running services and in general services. And it is also responsible for managing, maintaining and providing support to systems, technology and processes and the companies’ tax calculation processes.
Safety
The Safety sector renders to THE PARTIES the surveillance service.
Legal Affairs - Corporate
The Legal Affairs - Corporate sector renders to THE PARTIES the service consisting in aid to the preparation, analysis of and answer to legal briefs, agreements, official letters, etc. In addition, it renders to THE PARTIES the service consisting in managing their assets’ coverage by negotiating, purchasing and monitoring insurance policies, dealing with claims in terms of coverage, collection, etc.
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Purchases and Hirings
The Purchases and Hirings sector renders to THE PARTIES the services consisting in procuring the most appropriate goods and/or service for the purpose for which they will be used. Quality, costs and terms of delivery are essential when taking the decision to hire. In addition, this sector deals with the necessary means to obtain appropriate financing of the purchases from suppliers.
Corporate Quality and Environment
The Corporate Environment Sector assesses the environmental impact of projects and activities in order to determine preventive and corrective actions. This sector seeks to minimize potential impacts, following the working methodology set forth in an Environmental Management System. This area also manages the Parties’ environmental records that are required by law.
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ includes the employees performing activities of support and assistance to THE PARTIES’ Board of Directors.
Attorneys-in-Fact
The Attorneys-in-Fact sector groups the employees who perform activities consisting in representing THE PARTIES before different governmental agencies.
General Management Department to be Distributed
The General Management Department to be Distributed sector includes employees performing activities of support and assistance to THE PARTIES’ General Management Departments.
Board of Directors’ Safety
The Board of Directors’ Safety sector renders to THE PARTIES the service consisting in comprehensive safety for the main officers acting in their Board of Directors.
Accounting and Reporting
The Accounting and Reporting sector renders to THE PARTIES the services consisting in accounting and preparation of non-consolidated and consolidated financial statements of IRSA Inversiones y Representaciones S.A. and CRESUD S.A.C.I.F. y A. and of the respective managed subsidiaries.
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Exhibit II
Cost Distribution Bases
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Corporate Departments
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Department
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Division / Subdivision
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Distribution Method
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Corporate Human Resources
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Corporate Human Resources
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By headcount (non-corporate personnel) and weighting the percentages of other areas (corporate personnel).
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| Administration and Finance | Finance Department |
| The percentages of all the sectors making up the area are weighted.
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| Capital Markets |
| Number of financial transactions conducted in the period weighted at 70% and the remaining 30% corresponds to updates of offering memoranda and “horizontal” works (20F, annual reports, Press Release, etc.)
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| Relations with Investors |
| Number of business highlights during the six-month period, number of earnings releases, number of meetings with investors (current or potential) to discuss the companies’ business and strategy, number of active coverages, number of earnings release conferences, the complexity of the website of each company, number of material events published in the Argentine Securities Commission and the US Securities and Exchange Commission, and number of Roadshows (Deal or Non-Deal). All items involved are weighted in equal parts.
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| Financial Planning and Risks |
| Fifty percent (50 %) for Financial Risks will be distributed pro rata based on the following: Number of risk notes made for balance sheets, Valuation of instruments, Fair Value of Liabilities (number of valued debts), yield/risk analysis for assets and Liabilities. Fifty percent (50%) for Financial Planning will be distributed pro rata based on the number of consolidated companies in each cash report submitted on a monthly basis and those companies in which a quarterly report is separately sent for the company because there is a partner.
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| Financial Administration |
| Total Assets weighted at 60% and total Liabilities weighted at 40%. The resulting percentage shall be weighted at 50% over the total. Thirty percent (30%) corresponds to the number of transactions performed for each vehicle and its subsidiaries. The remaining 20% will correspond to the number of vehicles for which transactions are performed and number of inquiries for special transactions.
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Corporate Departments
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Department
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Division / Subdivision
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Distribution Method
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Corporate Tax
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Salaries are weighted by position and by tasks performed (by company)
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Planning
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Planning Department
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Each one of the sectors making up the area is weighted.
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Corporate Budget and Management Control
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Overhead expenses budget for the period is pro-rated.
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Strategic Analysis
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Tasks performed and the time spent in each.
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Institutional Relations
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Area expenses budget for the period is pro-rated
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| Compliance | Compliance Department |
| Each sector comprising the Management is weighted. |
| Risk Management and Audit |
| Time estimated/projected in the annual plan. | |
| Information security |
| Incidents closed by company. | |
| Shared Services Center (CSC)
| CSC Department |
| The percentage corresponding to each sector falling within the scope of the CSC area is weighted on the basis of the impact exerted by the relevant sector’s projected salaries on the total salaries of the CSC. |
| Revenues Administration |
| Number of Revenue Transactions performed for each Company + Direct Allocation of Resources | |
| Expenses Administration |
| Number of Expense Transactions performed for each Company + Direct Allocation of Resources | |
| Customer Administration |
| Direct Allocation of Resources | |
| Collections Administration |
| Direct Allocation of Resources | |
| Treasury Administration |
| Number of Treasury Transactions performed for each Company. | |
| Own Account Administration |
| Number of Transactions performed for each Company. | |
| Technology |
| Weighting of time spent in each task (related to the services). | |
| IT Services |
| Number of CASTI incidents processed for each Company. | |
| Master Data |
| Number of transactions processed by each Company. | |
| Systems and Applications |
| Hours devoted to each task. | |
| Project Systems |
| Hours devoted to each task. | |
| Systems Maintenance |
| Hours devoted to each task. | |
| Commercial Transactions |
| Number of agreements signed by Company | |
| Data Management |
| Hours devoted to each task. | |
| Process Quality |
| Weighting of time spent in each task. | |
| CSC Human Resources |
| 75% weighting of % of CSC sectors; and 25% weighting % of Corporate sectors. | |
| Errand Running Service |
| Number of errands run. | |
| Back office |
| Hours spent in each task. | |
| General Services |
| Hours spent in each task. | |
| Administrative operations |
| The percentage of each sector served is weighted. | |
| Services Control |
| Number of documents controlled by company | |
| CSC Taxes |
| Salaries are weighted by position and by tasks performed (by company) | |
| Safety |
|
| Per hour |
| Legal Affairs - Corporate |
|
| Weighted between number of Meetings of board of directors, liquidators and shareholders’ meetings and premium amount of the annual insurance program. |
| Corporate Environment and Quality |
|
| Area expenses budget for the period is pro-rated. |
| Purchases and Hirings |
|
| Purchase orders through a weighting of their volume and amount. |
| Attorneys-in-fact |
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| Time spent in tasks performed. |
| Bolívar |
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| 66.66% IRSA and 33.33% CRESUD. |
| Board of Directors’ Safety |
|
| 66.66% IRSA and 33.33% CRESUD |
| General Management to be distributed |
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| 66.66% IRSA and 33.33% CRESUD |
| Accounting and Reporting |
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| Weighted between payroll for tasks performed and number of vouchers recorded for the three companies and their managed subsidiaries. |
THIS DOCUMENT IS A TRUE AND ACCURATE TRANSLATION into English of the document in Spanish I have had before me in Buenos Aires, on this 12th day of August, 2022.
[For authentication purposes only:]
ES TRADUCCIÓN FIEL ▇▇ ▇▇▇▇▇▇ del documento adjunto redactado en español que he tenido ante mí y al cual me remito en Buenos Aires, a los ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇.
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