United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐   REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2022

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 AND EXCHANGE ACT OF 1934

Date of event requiring this shell company report ___

Commission file number 001-29190

CRESUD SOCIEDAD ANONIMA COMERCIAL INMOBILIARIA FINANCIERA Y AGROPECUARIA

(Exact name of Registrant as specified in its charter)

Cresud Inc.

(Translation of Registrant’s name into English)

Republic of Argentina

(Jurisdiction of incorporation or organization)

Carlos M. Della Paolera 261, 9th Floor (C1001ADA),

City of Buenos Aires, Argentina

(Address of principal executive offices)

Matías Iván Gaivironsky

Chief Financial and Administrative Officer

Tel +(5411) 4323-7449 – ir@cresud.com.ar

Carlos M. Della Paolera 261, 9th Floor, (C1001ADA),

City of Buenos Aires, Argentina

(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	Trading Symbol	Name of each exchange  on which registered
American Depositary Shares (ADSs), each representing ten shares of Common Stock	CRESY	Nasdaq National Market of the Nasdaq Stock Market
Common Stock, par value ARS 1.00 per share		Nasdaq National Market of the Nasdaq Stock Market*

* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

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: 592,088,735.

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

If this report is an annual or transition 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   ☐ No

Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(a) of the Securities Exchange Act of 1934 from their obligations under those Sections 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.  ☒ Yes   ☐ No

Indicate by check mark whether the registrant has submitted electronically 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 such files).  ☒ Yes   ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ☐ Accelerated filer ☒ Non-accelerated filer ☐ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.   ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.   ☒

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 ☒ 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   ☒ No 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court. Yes ☐   No ☐

Please send copies of notices and communications from the

Securities and Exchange Commission to:

Carolina Zang	Jaime Mercado Juan M. Naveira
Zang Bergel & Viñes Abogados	Simpson Thacher & Bartlett LLP
Florida 537, 18th Floor C1005AAK City of Buenos Aires, Argentina.	425 Lexington Avenue New York, NY 10017 United States of America

TABLE OF CONTENTS

		Page No.
	DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS	iv
	AVAILABLE INFORMATION	v
	PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION	vi
Part I		1
ITEM 1.	Identity of Directors, Senior Management, Advisers and Auditors	1
ITEM 2.	Offer Statistics and Expected Timetable	1
ITEM 3.	Key Information	1
	A. Reserved	1
	A.1. Local Exchange Market and Exchange Rates	1
	B. Capitalization and Indebtedness	1
	C. Reasons for the Offer and Use of Proceeds	1
	D. Risk Factors	2
ITEM 4.	Information on the Company	60
	A. History and Development of the Company	60
	B. Business Overview	69
	C. Organizational Structure	128
	D. Property, Plant and Equipment	129
ITEM 4A.	Unresolved staff comments	132
ITEM 5.	Operating and Financial Review and Prospects	132
	A. Operating Results	132
	B. Liquidity and Capital Resources	176
	C. Research and Development, Patents and Licenses, Etc	189
	D. Trend Information	190
	E. Critical Accounting Estimates	193
ITEM 6.	Directors, Senior Management and Employees	194
	A. Directors and Senior Management	194
	B. Compensation	199
	C. Board Practices	201
	D. Employees	202
	E. Share Ownership	203
ITEM 7.	Major Shareholders and Related Party Transactions	204
	A. Major Shareholders	204
	B. Related Party Transactions	205
	C. Interests of Experts and Counsel	209
ITEM 8.	Financial Information	210
	A. Consolidated Statements and Other Financial Information	210
	B. Significant Changes	218
ITEM 9.	The Offer and Listing	218
	A. Offer and Listing Details	218
	B. Plan of Distribution	219
	C. Markets	219
	D. Selling Shareholders	222
	E. Dilution	222
	F. Expenses of the Issue	222
ITEM 10.	Additional Information	222
	A. Share Capital	222
	B. Memorandum and Articles of Association	222
	C. Material Contracts	230
	D. Exchange Controls	230
	E. Money Laundering	234
	F. Taxation	237
	G. Dividends and Paying Agents	244

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	H. Statement by Experts	245
	I. Documents on Display	245
	J. Subsidiary Information	246
ITEM 11.	Quantitative and Qualitative Disclosures about Market Risk	246
ITEM 12.	Description of Securities Other than Equity Securities	246
	A. Debt Securities	246
	B. Warrants and Rights	246
	C. Other Securities	246
	D. American Depositary Shares	246
Part II		247
ITEM 13.	Defaults, Dividend Arrearages and Delinquencies	247
ITEM 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	247
ITEM 15.	Controls and Procedures	247
	A. Disclosure Controls and Procedures	247
	B. Management’s Annual Report on Internal Control Over Financial Reporting	247
	C. Attestation Report of the Registered Public Accounting Firm	248
	D. Changes in Internal Control Over Financial Reporting	248
ITEM 16.	Reserved	248
ITEM 16A.	Audit Committee Financial Expert	248
ITEM 16B.	Code of Ethics	248
ITEM 16C.	Principal Accountant Fees and Service	249
ITEM 16D.	Exemption from the Listing Standards for Audit Committees	250
ITEM 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	250
ITEM 16F.	Change In Registrant’s Certifying Accountant	250
ITEM 16G.	Corporate Governance	250
ITEM 16H.	Mine Safety Disclosures	254
ITEM 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	254
Part III		255
ITEM 17.	Financial Statements	255
ITEM 18.	Financial Statements	255
ITEM 19.	Exhibits	255

iii

DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains and incorporates by reference statements that constitute estimates and forward-looking statements. The words “believe,” “will,” “may,” “may have,” “would,” “estimate,” “continues,” “anticipates,” “intends,” “should,” “plans,” “expects,” “predicts,” “potential,” “seek” and similar words or phrases, or the negative of these terms or other similar expressions, are intended to identify estimates and forward-looking statements. Some of these statements include statements regarding our current intent, belief or expectations. While we consider these expectations and assumptions to be reasonable, forward-looking statements are subject to various risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Forward-looking statements are not guarantees of future performance. Actual results may be substantially different from the expectations described in the forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

We have based these forward-looking statements on current expectations and assumptions about future events. While we consider these expectations and assumptions to be reasonable, they are inherently subject to significant risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. The risks and uncertainties that may affect our forward-looking statements include, among others, the following:

· changes in general economic, financial, business, political, legal, social or other conditions in Argentina, Brazil and Latin America or changes in developed markets or emerging markets or both;

· changes in capital markets in general that may affect policies or attitudes toward lending to or investing in Argentina or Argentine companies, including volatility in domestic and international financial markets;

· inflation and deflation;

· ongoing economic impacts of the COVID-19 pandemic on the Argentine economy, and the related impacts on our business and financial condition;

· measures adopted by the Argentine government in response to the COVID-19 pandemic and other infectious diseases;

· impact of the COVID-19 pandemic and the spread of other infectious diseases on our business;

· fluctuations in the exchanges rates of the Peso and in the prevailing interest rates in Argentina;

· increases in financing costs or our inability to obtain additional financing on attractive terms, which may limit our ability to fund existing operations and to finance new activities;

· current and future Argentine government regulation and changes in law or in the interpretation by Argentine courts;

· price fluctuations in the agricultural real estate market;

· political, civil and armed conflicts;

· adverse legal or regulatory disputes or proceedings;

· fluctuations and declines in the aggregate principal amount of Argentine public debt outstanding and default on Argentina’s of sovereign debt;

· the impact of the new agreement with the International Monetary Fund (“IMF”) and the restructuring of Argentina’s sovereign debt with the IMF and the Paris Club;

iv

· governmental intervention in the private sector and in the economy, including through nationalization, expropriation, labor regulation or other actions;

· restrictions on transfer of foreign currencies and other exchange controls;

· increased competition in the shopping mall sector, office or other commercial properties and related industries;

· potential loss of significant tenants at our shopping malls, offices or other commercial properties;

· our ability to take advantage of opportunities in the real estate market on a timely basis;

· restrictions on energy supply or fluctuations in prices of utilities in the Argentine market;

· our ability to meet our debt obligations;

· shifts in consumer purchasing habits and trends;

· technological changes and our potential inability to implement new technologies;

· deterioration of regional, national or global businesses and economic conditions;

· changes to applicable regulations to currency exchange or transfers;

· incidents of government corruption that adversely impact the development of our real estate projects;

· fluctuations and declines in the exchange rate of the Peso and the U.S. dollar against other currencies; and

· the risk factors discussed under “Risk Factors.”

Forward-looking statements refer only to the date of this Annual Report, and neither we undertake any obligation to update or revise any estimate or forward-looking statement due to new information, future events or otherwise. Additional factors or events affecting our business may emerge from time to time, and we cannot predict all of these factors or events, nor can we assess the future.

AVAILABLE INFORMATION

We file annual and current reports and other information with the United States Securities and Exchange Commission (“SEC”). You may obtain any report, information or other document we file electronically with the SEC at the SEC’s website (http://www.sec.gov) or at our website (http://www.cresud.com.ar). The information contained in our website does not form part of this Annual Report.

v

PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION

In this annual report (the “Annual Report”), references to “Cresud,” the “Company,” “we,” “us” and “our” means Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria, and its consolidated subsidiaries, unless the context otherwise requires, or where we make clear that such term refers only to Cresud and not to its subsidiaries.

The term “Argentine government” refers to the federal government of Argentina, the term “Central Bank” refers to the Banco Central de la República Argentina (the Argentine Central Bank), the terms “CNV” and “CNV Rules” refer to the Comisión Nacional de Valores (the Argentine National Securities Commission) and the rules issued by the CNV, respectively.

References to “ADSs” are to the American Depositary Shares, each representing 10 shares of our common stock, issued pursuant to the deposit agreement, dated as of March 18, 1997 (the “deposit agreement”), between us, The Bank of New York, as depositary (the “ADS Depositary”), and the owners and holders of the ADRs issued from time to time thereunder, and references to “ADRs” are to the American Depositary Receipts, which represent the ADSs.

Financial Statements

We prepare and maintain our financial books and records in Pesos (as defined below in section “—Currency”) and in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and the CNV Rules. Our fiscal year begins on July 1 of each year and ends on June 30 of each year thereafter.

Our audited Consolidated Financial Statements as of June 30, 2022 and 2021 and for the years ended June 30, 2022, 2021 and 2020, and the notes thereto (our “Audited Consolidated Financial Statements”) are set forth on pages F-1 through F-102 of this Annual Report.

Our Audited Consolidated Financial Statements have been approved by resolution of the Board of Directors’ meeting held on October 27, 2022 and have been audited by Price Waterhouse & Co S.R.L., Argentina, member of PricewaterhouseCoopers International Limited, an independent registered public accounting firm whose report is included herein.

Deconsolidation of IDBD and DIC

On September 25, 2020 the Court decreed the insolvency and liquidation of IDBD and appointed a trustee for its shares along with a custodian over DIC and Clal shares. After this decision, the Board of Directors of IDBD was removed, therefore, IRSA lost control on that date. For comparability purposes and as required by IFRS 5, the results of the Israel Operations Center have been reclassified to discontinued operations for all the years presented.

As of the date of this Annual Report, IRSA no longer owns any capital stock of IDBD while we have an investment in DIC that amounts to 2,062,000 of shares representing 1.5% of its capital stock.

Functional and Presentation Currency; Adjustment for Inflation

Our functional and presentation currency is the Peso, and our Audited Consolidated Financial Statements included in this Annual Report are presented in Pesos.

IAS 29, Financial Reporting in Hyperinflationary Economies (“IAS 29”) requires that the financial statements of an entity whose functional currency is one of a hyperinflationary economy be measured in terms of the current unit of measurement at the closing date of the financial statements, regardless of whether they are based on the historical cost method or the current cost method. This requirement also includes the comparative information of the financial statements.

vi

In order to conclude that an economy is “hyperinflationary,” IAS 29 outlines a series of factors, including the existence of an accumulated inflation rate in three years that is approximately or exceeds 100%. As of July 1, 2018, Argentina reported a cumulative three-year inflation rate greater than 100% and therefore financial information published as from that date should be adjusted for inflation in accordance with IAS 29. Therefore, our Audited Consolidated Financial Statements and the financial information included in this Annual Report have been stated in terms of the measuring unit current at the end of the reporting year. For more information, see section “Financial Statements” above and Note 2.1 to our Audited Consolidated Financial Statements.

Effective July 1, 2019, we adopted IFRS 16 “Leases” which establishes the criteria for recognition and valuation of leases for lessees and lessors. The changes incorporated mainly impact the tenant’s accounting. IFRS 16 provides that the lessee recognizes an asset for the right of use and a liability at present value with respect to those contracts that meet the definition of lease agreements according to IFRS 16. In accordance with the standard, a lease agreement is one that provides the right to control the use of an identified asset for a specific period. In order for a company to have control over the use of an identified asset: a) it must have the right to obtain substantially all the economic benefits of the identified asset and b) it must have the right to direct the use of the identified asset. The standard allows to exclude the short-term contracts (under 12 months) and those in which the underlying asset has low value. The application of IFRS 16 increased assets and liabilities and generated a decrease in operating costs for leases. On the other hand, the balance of depreciation and financial results generated by the present value of those lease liabilities were increased. This application does not imply changes in comparative information.

Additionally, effective July 1, 2019, in accordance with the amendment to IAS 28, an entity shall implement the provisions of IFRS 9 to Long-term Investments that are essentially part of the entity’s net investment in the associate or in the joint venture according to the definitions of said standard, using the modified retrospective approach. The provisions of IFRS 9 shall apply to such investments with respect to the share of the losses of an associate or a joint venture, as well as with respect to the recognition of the impairment of an investment in an associate or joint venture. In addition, when applying IFRS 9 to such long-term investments, the entity will make it prior to the adjustments made to the carrying amount of the investment in accordance with IAS 28. We opted for an accounting policy where the currency translation adjustments arising from these loans are recorded as part of other comprehensive income.

See Note 2.2 to our Audited Consolidated Financial Statements for more information about the adoption of new standards.

Currency

Unless otherwise specified or the context otherwise requires, references in this Annual Report to “Peso,” “Pesos” or “ARS” are to Argentine pesos, references to “U.S. dollars,” “dollars” or “USD” are to United States dollars and references to “Real,” “Reals,” “Rs.” or “BRL” are to Brazilian Real, the legal currency Brazil.

We have translated some of the Peso amounts contained in this Annual Report into U.S. dollars for convenience purposes only. Unless otherwise specified or the context otherwise required, the rate used to convert Peso amounts to U.S. dollars is the seller exchange rate quoted by Banco de la Nación Argentina of ARS 125.2300 per USD 1.00 as of June 30, 2022. The average seller exchange rate for fiscal year 2022, quoted by Banco de la Nación Argentina was ARS 105.3712. The seller exchange rate quoted by Banco de la Nación Argentina was ARS 155.39 per USD 1.00 as of October 26, 2022. The U.S. dollar-equivalent information presented in this Annual Report is provided solely for the convenience of the reader and should not be construed as implying that the Peso amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. See “Local Exchange Market and Exchange Rates” and “Risk Factors—Risks relating to Argentina—Continuing high rates of inflation may have an adverse effect on the economy and our business, financial condition and the results of our operations.”

Certain Measurements

In Argentina, the standard measure of area in the real estate market is the square meters (m2, or “sqm”), while in the United States and certain other jurisdictions the standard measure of area is the square foot (sq. ft.). All units of area shown in this Annual Report (e.g., gross leasable area of buildings (“GLA” or “gross leasable area”), and size of undeveloped land) are expressed in terms of sqm. One sqm is equal to approximately 10.8 square feet. One hectare is equal to approximately 10,000 sqm and to approximately 2.47 acres.

vii

In Argentina the standard measure of weight are the tons (“Tons,” “tons” or “Tns”) and kilograms (“kg” or “kgs”), while in the United States and certain other jurisdictions the standard measure of weight are the pound or the bushel. A metric ton is equal to 1,000 kilograms. A kilogram is equal to approximately 2.2 pounds. A metric ton of wheat is equal to approximately 36.74 bushels. A metric ton of corn is equal to approximately 39.37 bushels. A metric ton of soybean is equal to approximately 36.74 bushels. One kilogram of live weight cattle is equal to approximately 0.5 to 0.6 kilogram of carcass (meat and bones).

As used in this Annual Report, GLA in the case of shopping malls refers to the total leasable area of the properties, regardless of our ownership interest in such properties (excluding common areas and parking areas and space occupied by supermarkets, hypermarkets, gas stations and co-owners, except where specifically stated otherwise).

Rounding Adjustments

Certain figures which appear in this Annual Report (including percentage amounts) and in our financial statements have been subject to rounding adjustments for ease of presentation. Accordingly, figures shown for the same category presented in different tables or different parts of this Annual Report and in our financial statements may vary slightly, and figures shown as totals in certain tables may not be arithmetic aggregation of the figures that precede them.

Economic, Industry and Market Data

Economic, industry and market data and other statistical information included or incorporated by reference into this Annual Report is based on data compiled by us from internal sources and based on publications such as Bloomberg, the International Council of Shopping Centers, the Argentine Chamber of Shopping Centers (Cámara Argentina de Shopping Centers), and the National Institute of Statistics and Censuses (Instituto Nacional de Estadística y Censos, the “INDEC”). Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy or completeness.

Subsidiaries Corporate Reorganization

On September 30, 2021, IRSA Inversiones y Representaciones S.A. (“IRSA”) and IRSA Propiedades Comerciales S.A. (“IRSA CP”), both subsidiaries of the Company, executed a Preliminary Merger Agreement pursuant to which IRSA CP would merge into IRSA, by way of absorption by IRSA of IRSA CP, and IRSA would assume, by universal succession, all of the assets and liabilities and succeed to all of the rights and obligations of IRSA CP. On December 22, 2021, the shareholders of IRSA and IRSA CP approved the merger, whose effective date was established on July 1, 2021. On January 30, 2022, IRSA and IRSA CP executed a Definitive Merger Agreement. On May 9, 2022, we disclosed that the CNV informed us that the merger by absorption of IRSA with IRSA CP, and the dissolution without liquidation of IRSA CP was registered, with IRSA as the surviving corporation.

viii

PART I

Item 1. Identity of Directors, Senior Management and Advisers

This item is not applicable.

Item 2. Offer Statistics and Expected Timetable

This item is not applicable.

Item 3. Key Information

A.    Reserved

A.1. Local Exchange Market and Exchange Rates

The Argentine government has established a series of exchange control measures that restrict the free flow of currency and the transfer of funds abroad. These measures significantly curtail access to the foreign exchange market Mercado Único y Libre de Cambios (“MULC”) by both individuals and private sector entities. This makes it necessary, among other things, to obtain prior approval from the Central Bank to enter into certain foreign exchange transactions such as payments relating to royalties, services or fees payable outside Argentina. For more information about exchange controls see, “Item 10. Additional Information—D. Exchange Controls”.

The following table shows the maximum, minimum, average and closing exchange rates for each applicable period to purchases of U.S. dollars.

	Maximum(1) (2)		Minimum(1) (3)		Average(1) (4)		At closing(1)
Fiscal year ended:
June 30, 2020		70.3600		41.5000		59.5343		70.3600
June 30, 2021		95.6200		70.4200		83.8081		95.6200
June 30, 2022		125.1300		95.6600		105.2712		125.1300
Month ended:
July 31, 2022		131.1700		125.3500		128.3519		132.3200
August 31, 2022		138.6300		131.7900		135.2041		138.6300
September 30, 2022		147.2200		138.9300		143.5305		147.2200
October 2022 (through October 26, 2022)		155.2900		148.1300		151.8113		155.2900

____________________ 

Source: Banco de la Nación Argentina

(1)	Average between the offer exchange rate and the bid exchange rate according to Banco de la Nación Argentina’s foreign currency exchange rate.
(2)	The maximum exchange rate appearing in the table was the highest end-of-month exchange rate in the year or shorter period, as indicated.
(3)	The minimum exchange rate appearing in the table was the lowest end-of-month exchange rate in the year or shorter period, as indicated.
(4)	Average exchange rates at the end of the month.

B. Capitalization and Indebtedness

This section is not applicable.

C. Reasons for the Offer and use of Proceeds

This section is not applicable.

1

D. Risk Factors

Summary of Risk Factors

The following summarizes some, but not all, of the risks provided below. Please carefully consider all of the information discussed in this Item 3.D. “Risk Factors” in this Annual Report for a more thorough description of these and other risks:

Risks Relating to Argentina, Brazil and other Countries Where We Operate

· We depend on macroeconomic and political conditions in Argentina.

· Governments in the countries where we operate or intend to operate exercise significant influence over their economies.

· Continuing high rates of inflation may have an adverse effect on the economy and our business, financial condition and results of operations.

· Argentina’s ability to obtain financing in the international capital markets is limited, which may impair our ability to access international credit markets to finance our operations in Argentina.

· Significant fluctuation in the exchange rate of the Peso against foreign currencies may adversely affect the Argentine economy as well as our financial condition and results of operations.

· Property values in U.S. dollars in Argentina could decline significantly.

· Restrictions on transfers of foreign currency and the repatriation of capital from Argentina may impair our ability to pay dividends and distributions and investors may face restrictions on their ability to collect capital and interest payments in connection with corporate bonds issued by Argentine companies.

· The imposition of restrictions on acquisitions of agricultural properties by foreign nationals in Brazil may materially restrict the development of our business and significant environmental regulation may significantly increase our expenses.

· The ongoing COVID-19 pandemic and Argentine government measures to contain the virus are adversely affecting our business and results of operations, preventing us from accurately predicting the ultimate impact on our results of operations.

· The appearance of “monkeypox” and its spread in different countries, including Argentina, and possible Argentine government measures to contain the virus may adversely affect our business and results of operations.

Risks Relating to Our Agricultural Business

· Fluctuation in market prices for our agriculture products could adversely affect our financial condition and results of operations.

· Unpredictable weather conditions, pest infestations and diseases may have an adverse impact on our crop yields and cattle production. We may be exposed to material losses due to volatile crop prices since a significant portion of our production is not hedged, and exposed to crop price risk.

· Worldwide competition in the markets for our products could adversely affect our business and results of operations.

2

· Our internal processes and controls might not be sufficient to comply with the extensive environmental regulation and current or future environmental regulations could prevent us from fully developing our land.

· Our level of debt may adversely affect our operations and our ability to pay our debt as it becomes due.

Risks Relating to IRSA’s Business in Argentina

· Disease outbreaks or other public health concerns could reduce traffic in IRSA’s shopping malls.

· IRSA is subject to risks inherent to the operation of shopping malls that may affect its profitability.

· The increasingly competitive real estate sector in Argentina may adversely affect IRSA’s ability to rent or sell office space and other real estate.

· IRSA’s assets are highly concentrated in certain geographic areas and an economic downturn in such areas could have a material adverse effect on its results of operations and financial condition.

· The loss of tenants could adversely affect IRSA’s operating revenue and value of its properties.

· IRSA’s level of debt may adversely affect its operations and ability to pay its debt as it becomes due.

· IRSA may face risks associated with acquisitions of properties, IRSA’s future acquisitions may not be profitable and the properties IRSA acquires may be subject to unknown liabilities.

· Some of the land IRSA has purchased is not zoned for development purposes, and it may be unable to obtain, or may face delays in obtaining, the necessary zoning permits and other authorizations.

· IRSA is dependent on its Board of Directors senior management and other key personnel and may face potential conflicts of interest relating to its principal shareholders.

Risks Relating to IRSA’s Investment in Banco Hipotecario

· COVID-19 may negatively impact the operations and financial situation of Banco Hipotecario.

· Banco Hipotecario’s capacity to successfully access the local and international markets on favorable terms affects its cost of funding.

· The asset quality of financial institutions is exposed to the non-financial public sector’s and Central Bank’s indebtedness.

· The short-term structure of Banco Hipotecario’s deposit base could lead to a reduction in liquidity levels and limit the long-term expansion of financial intermediation.

· Banco Hipotecario operates in a highly regulated environment and its operations are subject to capital controls regulations adopted by several regulatory agencies.

3

Risks Relating to our ADSs and Common Shares