EX-4.14 3 cresudexhibit414.htm ENGLISH TRANSLATION OF THE AGREEMENT FOR THE IMPLEMENTATION OF THE AMENDME Blueprint
 
Exhibit 4.14
 
TRADUCCIÓN PÚBLICA
SWORN TRANSLATION
 
[Some pages carry illegible signatures.] 
 
ELEVENTH AGREEMENT FOR THE IMPLEMENTATION OF
AMENDMENTS
TO THE CORPORATE SERVICES MASTER AGREEMENT
 
Agreement made in the Autonomous City of Buenos Aires on the 28th day of June of 2019 by and between:
 
(i) CRESUD S.A.C.I.F. y A., domiciled at Moreno 877, Piso 23 in the Autonomous City of Buenos Aires, represented hereat by the undersigned attorneys-in-fact (hereinafter “CRESUD”) as party of the one part;
 
(ii) IRSA Propiedades Comerciales S.A., domiciled at Moreno 877, Piso 22 in the Autonomous City of Buenos Aires, represented hereat by the undersigned attorneys-in-fact (hereinafter “IRSAPC”), as party of the second part, and
 
(iii) IRSA Inversiones y Representaciones Sociedad Anónima, domiciled at Bol’var 108, Piso 1º in the Autonomous City of Buenos Aires and having established domicile for purposes hereof at Moreno 877, Piso 22 in the Autonomous City of Buenos Aires, represented hereat by the undersigned attorneys-in-fact, as party of the third part (hereinafter “IRSA” and collectively with CRESUD and IRSAPC designated as “THE PARTIES”).
 
WHEREAS: 
 
(i) On June 30, 2004 THE PARTIES executed a Master Agreement for the Exchange of Corporate Services (hereinafter “the Master Agreement”);
 
(ii) On August 23, 2007 THE PARTIES executed the First Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “First Agreement”), whereby certain amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases, and new Individually Responsible Persons were appointed;
 
(iii) On August 14, 2008 and November 27, 2009, THE PARTIES executed the Second Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the "Second Agreement”) and the Third Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Third Agreement”), respectively, whereby new amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases;
 
(iv) On March 12, 2010, THE PARTIES executed an Addendum to the Master Agreement for the Exchange of Corporate Services (hereinafter the “Addendum”) whereby THE PARTIES agree to unify in CRESUD the services of the Areas of Exchange of Corporate Services, to the effect of which the employment agreements of most of the employees of such areas were transferred and the procedure to allocate the costs of potential labor expenses arising from retirement of employees was established;
 
(v) On July 11, 2011, THE PARTIES executed the Fourth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the "Fourth Agreement”), on October 15, 2012, THE PARTIES executed the Fifth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the "Fifth Agreement"), on November 12, 2013, THE PARTIES executed the Sixth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Sixth Agreement”) and on February 18, 2015, THE PARTIES executed the Seventh Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Seventh Agreement” and together with the First Agreement, the Second Agreement, the Third Agreement, the Fourth Agreement, the Fifth Agreement and the Sixth Agreement, the “Agreements”), whereby new amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases;
 
(vi) Pursuant to the structuring process of a new organizational model of division of areas by business, an agreement was reached to transfer to IRSA and/or IRSAPC the employment agreements of those employees who render services related to the Technical, Infrastructure and Services, Purchases, Architecture and Design and Works Development Area, Real Estate Business Management, Real Estate Business Human Resources, Safety and Real Estate Areas, all of them related to the real estate business. On February 24, 2014 THE PARTIES executed a Second Addendum to the Master Agreement for the Exchange of Corporate Services (hereinafter the “Second Addendum”) whereby the mechanisms to be used for the allocation of the costs of potential labor expenses that such process would involve were established.
 
(vii) On November 12, 2015, THE PARTIES executed the Eighth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Eighth Agreement”)
 
(viii) On May 5, 2017, THE PARTIES executed the Ninth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Ninth Agreement”).
 
(ix) On June 29, 2018, THE PARTIES executed the Tenth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Tenth Agreement”).
 
(x) THE PARTIES have been performing the Master Agreement based on an Implementation Manual originally drafted by Deloitte & Co. S.R.L., updated in due time;
 
(xi) In accordance with the recommendations made by Deloitte on its reports, new operational changes have been implemented in the Areas of Exchange of Corporate Services and the Cost Distribution Bases starting in July 2018, which THE PARTIES wish to acknowledge in writing;
 
(xii) THE PARTIES have disclosed the content of the ELEVENTH AGREEMENT FOR THE IMPLEMENTATION OF AMENDMENTS TO THE CORPORATE SERVICES MASTER AGREEMENT (hereinafter the “Eleventh Agreement”) to their respective Audit Committees; and
 
(xiii) THE PARTIES execute this Eleventh Agreement ad referendum the effective approval thereof by the Board of Directors of THE PARTIES;
 
NOW IN CONSIDERATION OF THE FOREGOING, THE PARTIES hereby agree to execute this Eleventh Agreement subject to the following terms and conditions:
 
ONE: THE PARTIES ratify that the Areas (as defined in the Master Agreement) and the calculation method applicable to the Exchange of Operational Services (also as defined in the Master Agreement) have been changed as from the dates listed below, amending therefore Exhibits I and II, as amended by the Agreements, to the Master Agreement as per the following detail:
 
(i) Starting in July 2018, the Institutional Relations area changed the Cost distribution method from “Tasks performed and the time spent in each” to “Area expenses budget for the period is pro-rated”. As a consequence, Exhibit II was modified to reflect these changes.
 
(ii) Starting in July 2018, the Corporate Environment area changed the Cost distribution method from “Tasks performed and the time spent in each” to “Area expenses budget for the period is pro-rated”. As a consequence, Exhibit II was modified to reflect these changes.
 
(iii) Starting in July 2018, the Corporate Budget and Management Control sector changed the Cost distribution method from “Overhead expenses for the previous half year are pro-rated” to “Overhead expenses budget for the period is pro-rated”. As a consequence, Exhibit II was modified to reflect these changes.
 
(iv) Starting in January 2019, the Administration and Labor Relations, Human Resources Management and Culture Management sector which reports to Corporate Human Resources area were unified under the name Corporate Human Resources Management. As a consequence, Exhibit I and Exhibit II were modified to reflect these changes.
 
(v) Starting in January 2019, the IT Services sector does no longer report to the Real Estate Business Management and is no longer a party to the Shared Services Contract. As a consequence, Exhibit I and Exhibit II were modified to reflect these changes.
 
(vi) Starting in May 2019, the “Architecture and Design” and “Works Development” sectors were renamed to “Commercial Design” and “Project Management”. As a consequence, Exhibit I and Exhibit II were modified to reflect these changes.
 
In consideration of the foregoing, the PARTIES hereby put on record that, subject to the clarifications detailed in the preceding clauses and for purposes of updating Exhibits I and II, they shall be read as hereto attached for the periods and as from the dates indicated.
 
TWO: THE PARTIES represent that all the sections of the Master Agreement, the Agreements, the Addendum and the Second Addendum that have not been amended pursuant to this Eleventh Agreement continue to be fully in force.
 
In witness whereof, this Agreement is executed in three (3) copies of the same tenor and to a single effect in the place and on the date first written.
 
 
CRESUD S.A.C.I.F.y A. 
 
[Illegible signature] AC / [Illegible signature] MG 
Attorneys-in-fact 
 
IRSA Inversiones y Representaciones Sociedad Anónima 
 
[Illegible signature] FAE / [Illegible signature] DS 
Attorneys-in-fact 
 
IRSA Propiedades Comerciales S.A. 
 
[Illegible signature] GL / [Illegible signature] CJ 
Attorneys-in-fact 
 
 
 
 
 
Exhibit I
 
Description of Corporate Services Exchange Areas
 
Corporate Human Resources 
 
The Human Resources sector renders to THE PARTIES the service consisting in Human Resources Administration; Human Resources Management, and Organizational Culture Management. Within the main activities of the sector we may mention labor relationships, selection of managerial positions, leadership training and interpersonal skills, remunerations and benefits, internal communications, etc.
 
Administration and Finance 
 
The Administration and Finance sector renders to THE PARTIES the service consisting in Investor Relations, Capital Markets, Financial Risk and Management of Financial Transactions.
 
In addition, it renders to THE PARTIES the service consisting in planning and defining the companies’ fiscal policies and the service consisting in consolidating the financial statements of IRSA Inversiones y Representaciones S.A. and Cresud S.A.C.I.F. y A. and in defining the companies’ accounting policies.
 
Planning 
 
The Planning area is responsible for medium- and long-term planning, for aligning THE PARTIES’ objectives and individual goals, for coordinating THE PARTIES’ investment analysis, controlling the Board’s and corporate expenses management and budgeting, and for coordinating all the management information flowing through the businesses and submitted to the respective Boards of Directors.
 
Institutional Relations 
 
The Institutional Relations management renders to THE PARTIES the service consisting in relations with the media and communities where the company does business, consisting in drafting of newsletters and statements, preparation of brochures and institutional events, CSR strategy, relationship with NGOs and planning and preparation of CSR actions.
 
Compliance 
 
The Compliance sector is responsible for information security and Internal Control, controlling the proper management of the different processes that constitute the administrative and accounting system and participating in their continuous improvement. In addition, it is in charge of verifying compliance with controls defined in the processes as well as with the regulations, principles and procedures that govern the governing bodies of the Parties. In addition, it provides support and assistance to the Audit Committee for the compliance with its duties.
 
Shared Services Center 
 
The Shared Services Center provides THE PARTIES with all the transactional and operational services associated to income and expense management, to the services inherent in managing human resources benefits and payroll processing, in commercial contract management, in errand running services and in general services. And it is equally responsible for managing, maintaining and providing support to systems, technology and processes and the companies’ tax calculation processes. In addition, it controls the expenses management and budgeting of the area.
 
Safety 
 
The Safety sector renders to THE PARTIES the surveillance service. 
 
Legal Affairs - Corporate 
 
The Legal Affairs - Corporate sector renders to THE PARTIES the service consisting in aid to the preparation, analysis and response to legal briefs, agreements, official letters, etc. In addition, it renders to THE PARTIES the service consisting in managing their assets’ coverage by negotiating, acquiring and monitoring insurance policies, dealing with claims in terms of coverage, collection, etc.
 
Technical, Infrastructure and Services 
 
The Technical, Infrastructure and Services sector renders to THE PARTIES the services consisting in operation, maintenance and preservation of real estate assets and land reserves of the Companies.
 
Purchases and Hirings 
 
The Purchases and Hirings sector renders to THE PARTIES the services consisting in procuring the most appropriate goods and/or service for the purpose for which they will be used. Quality, costs and terms of delivery are essential when taking the decision to hire. In addition, this sector deals with the necessary means to obtain appropriate funding of the purchases from suppliers.
 
Proceedings and Permits 
 
The Proceedings and Permits sector renders to IRSA and IRSA PC the service consisting in management of national and municipal permits and licenses before the controlling entities.
 
Corporate Environment 
 
The Corporate Environment Sector assesses the environmental impact of projects and activities in order to define preventive and corrective actions. This sector seeks to minimize potential impacts, following the working methodology set forth in an Environmental Management System. This area also manages the environmental records that are required by operation of law.
 
Investments 
 
The Investments sector renders to IRSA and IRSA PC the services consisting in sales and acquisitions of real estate. In addition, it renders to such companies, services consisting in real estate business’ office commercial management, Commercial Design and Project Management.
 
Governmental Affairs 
 
The Governmental Affairs sector takes part in the businesses of IRSA and IRSA PC arising from governmental grants (exploitation concessions and private initiatives).
 
Hotels 
 
The Hotels sector renders to IRSA the services consisting in the integration of the different areas of hotels along with their business relations. It carries out activities to optimize and control hotels’ management and organization.
 
Bolívar 
 
Bol’var includes the employees performing activities of support and assistance to the Parties’ Board of Directors.
 
Real Estate Business Board of Directors to be Distributed 
 
The Real Estate Business Board of Directors to be Distributed sector includes the employees performing activities of support and assistance to the Board of Directors of IRSA and IRSAPC.
 
Attorneys-in-Fact 
 
The Attorneys-in-Fact sector groups the employees who perform activities consisting in representing THE PARTIES before different governmental agencies.
 
General Management Department to be Distributed 
 
The General Management Department to be Distributed sector includes employees performing activities of support and assistance to the Parties’ General Management Departments.
 
Board of Directors’ Safety 
 
The Board of Directors’ Safety sector renders to the Parties the service consisting in comprehensive safety for the main officers acting in their Board of Directors.
 
Real Estate Business Management 
 
The Real Estate Business Management sector renders the following services to IRSA and IRSAPC: budget and management control, accounting and reporting, analysis of new businesses, marketing and leadership agreements for the business legal aspects.
 
Real Estate Business HHRR 
 
The Real Estate Business HHRR sector renders to IRSA and IRSAPC the service consisting in Human Resource Administration; Human Resource Management; Workplace Safety, Hygiene and Environment; Organizational Culture Management and Project Management. The main sector activities include, among others: personnel management, recruitment and training, compensation and benefits, internal communication, etc.
 
Fraud Prevention 
 
The Fraud Prevention sector renders to THE PARTIES corporate Fraud Prevention services.
 
 
 
 
 
Exhibit II
Cost Distribution Bases
 
Corporate Departments
 
Department
 
Division / Subdivision
 
Distribution Method
 
Corporate Human Resources
 
Corporate Human Resources
 
 
By headcount (non-corporate personnel) and weighting the percentages of other areas (corporate personnel).
 
Administration and Finance
Finance Department
 
The percentages of all the sectors making up the area are weighted.
Capital Markets
 
Capital Markets: Amount of financial transactions conducted in the period weighted at 70% and the remaining 30% corresponds to updates of offering memoranda and “horizontal” works (20F, annual reports, Press Release, etc.)
Relations with Investors
 
Investors Relations: Number of business highlights during the semester, number of earnings releases, number of meetings with investors (current or potential) to discuss the companies’ business and strategy, number of active coverages, number of earnings release conferences, the complexity of the website of each company, number of material events published in the Argentine Securities Commission and the US Securities and Exchange Commission, and number of Roadshows (Deal or Non-Deal). All items involved are weighted in equal parts. 
 
Financial Risk
 
Financial Risk: Time invested in the duties performed.
 
Financial Administration
 
Financial Administration: Total assets weighted at 40% and total liabilities weighted at 60%. The resulting percentage shall be weighted at 80% over the total. The remaining 20% will correspond to the percentage that each company consummates over the total inquiries for special transactions.
 
 
 
 
Corporate Departments
 
Department
 
Division / Subdivision
 
Distribution Method
 
 
Corporate Tax
 
Salaries are weighted by position and by tasks performed (by company)
 
Corporate Accounting and Reporting
 
Tasks performed and time invested in each.
Planning
 
Planning Department
 
 
Each one of the sectors making up the area is weighted.
 
Corporate Budget and Management Control
 
 
Overhead expenses budget for the period is pro-rated.
 
Strategic Analysis
 
 
Tasks performed and the time spent in each.
 
Institutional Relations
 
 
 
Area expenses budget for the period is pro-rated
 
Compliance
 
Compliance Department
 
 
Each one of the sectors making up the Area is weighted.
 
Internal Audit
 
 
Time estimated/projected in the annual plan.
 
Information security
 
 
Time spent in each task is weighted
 
Internal Control
 
 
Distribution of key control % per front / company
 
Corporate Governance
 
 
Weighting of tasks performed.
 
Shared Services Center (CSC)
 
 
 
 
CSC Department
 
 
The percentage corresponding to each sector falling within the scope of the CSC area is weighted on the basis of the impact exerted by the relevant sector’s projected salaries on the total salaries of the CSC.
 
Revenues Administration
 
 
Number of Revenue Transactions performed for each Company + Direct Allocation of Resources
 
Expenses Administration
 
 
Number of Expense Transactions performed for each Company + Direct Allocation of Resources
 
Customer Administration
 
 
Direct Allocation of Resources
 
Collections Administration
 
 
Direct Allocation of Resources
 
Treasury Administration
 
 
Number of Treasury Transactions performed by each Company.
 
Own Account Administration
 
 
Number of Transactions performed by each Company.
 
Technology
 
 
Weighting of time spent in each task (related to the services).
 
IT Services
 
 
Number of CASTI incidents processed for each Company.
 
Master Data
 
 
Number of Transactions processed by each Company.
 
Systems and Applications
 
 
Hours devoted to each task.
 
Project Systems
 
 
Hours devoted to each task.
 
Commercial Transactions
 
 
Hours devoted to each task.
 
Data Management
 
 
Hours devoted to each task.
 
Process Quality
 
 
Weighting of time spent in each task.
 
CSC Human Resources
 
 
50% weighting of % of CSC sectors; 50% weighting of Corporate sectors.
 
Errand Running Service
 
 
Number of errands run.
 
Back office
 
 
Hours spent in each task.
 
General Services
 
 
Hours spent in each task.
 
Administrative operations
 
 
The percentage of each sector served is weighted.
 
Services Control
 
 
Number of documents controlled by company
 
CSC Taxes
 
 
Salaries are weighted by position and by tasks performed (by company)
 
Real Estate Business Management
 
 
 
 
Real Estate Business Department
 
 
Each of the Departments comprising the Area is weighted. It does not render services to Cresud.
 
Real Estate Business Analysis
 
 
Hours devoted to reviewed projects as applicable to IRSA PC or IRSA.
 
Real Estate Legal Affairs
 
 
Weighting of hours and salaries.
 
Real Estate Budget and Management Control
 
 
Actual revenues per company.
 
Real Estate Business Accounting and Reporting
 
 
Number of Real Estate Business accounting vouchers.
 
Real Estate Business Board of Directors to be Distributed
 
 
 
Proportional between IRSA and IRSAPC. Excludes Cresud.
 
Real Estate Business HHRR
 
 
 
By payroll
 
Safety
 
 
 
Per hour
 
Legal Affairs - Corporate
 
 
 
Weighted between number of minutes analyzed and premium amount of the annual insurance program.
 
 
 
 
 
Corporate Departments
 
Department
 
Division / Subdivision
 
Distribution Method
 
Corporate Environment and Quality
 
 
 
Area expenses budget for the period is pro-rated.
 
Technical, Infrastructure and Services
 
Technical, Infrastructure and Services
(IRSAPC – IRSA: Weighted average from the Departments reporting to it less the percentage allocated to CRESUD. CRESUD: a percentage is calculated based on the hours spent in the tasks performed/planned)
 
 
 
Planning and Control
 
By allocation of resources
 
Logistics
 
Weighted between directly assigned personnel and centralized personnel distributed per square meter of the real property (IRSA and IRSAPC) and time spent in tasks (CRESUD).
 
Distributed Operations
 
 
 
Square meters of real property held, operated and to which maintenance services are provided (IRSA and IRSAPC) and time spent in tasks (CRESUD).
 
Third parties' services
 
Distribution of resource allocation.
 
Traveling Personnel
 
Maintenance hours (IRSA and IRSAPC) and time spent in tasks (CRESUD).
 
Engineering and Maintenance
 
Square meters of real property held, to which maintenance, engineering and other services are provided (IRSA and IRSAPC) and time spent in tasks (CRESUD).
 
Architecture
 
Personnel distributed by footage and number of stores.
 
Buildings Personnel To be distributed
 
By number of buildings in each company.
 
Purchases and Hirings
 
 
 
Purchase orders through a weighting of their volume and amount.
 
Proceedings and Permits
 
 
 
Tasks performed and time spent in each
 
Investments
 
Real Estate
 
 
By total book value of the properties in each company.
 
Rentals – Offices
 
 
By total book value of the properties in each company
 
Commercial Design and Project Management
 
Commercial design
 
IRSA/IRSAPC: Projects executed.
 
Project management
 
Tasks performed and time spent in each.
 
Governmental Affairs
 
 
 
Weighting of allocated projects.
 
Hotels
 
 
 
100% IRSA.
 
Fraud Prevention
 
 
 
Proportional among the three companies.
 
Bolívar
 
 
 
Proportional among the three companies.
 
Attorneys-in-fact
 
 
 
Proportional among the three companies.
 
Board of Directors’ Safety
 
 
 
Proportional among the three companies.
 
General Management to be distributed
 
 
 
Proportional among the three companies
 
 
THIS DOCUMENT IS A TRUE AND ACCURATE TRANSLATION into English of the document in Spanish I have had before me in Buenos Aires, on this 3rd day of September, 2019.
[For authentication purposes only:]                                                                                                                              
ES TRADUCCIÓN FIEL al inglés del documento adjunto redactado en español que he tenido ante m’ y al cual me remito en Buenos Aires, a los 3 d’as de septiembre de 2019.