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, 2024

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: 596,355,320.

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. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant period pursuant to §240.10D-1(b). ☐

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	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.
GLOSSARY	i
DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS	iii
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	57
A.  History and Development of the Company	57
B.  Business Overview	65
C.  Organizational Structure	125
D.  Property, Plant and Equipment	126
ITEM 4A. Unresolved staff comments	130
ITEM 5.  Operating and Financial Review and Prospects	130
A.  Operating Results	130
B.  Liquidity and Capital Resources	171
C.  Research and Development, Patents and Licenses, Etc.	182
D.  Trend Information	183
E.  Critical Accounting Estimates	187
ITEM 6.  Directors, Senior Management and Employees	188
A.  Directors and Senior Management	188
B.  Compensation	194
C.  Board Practices	197
D.  Employees	197
E.  Share Ownership	198
F.   Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation	199
ITEM 7.  Major Shareholders and Related Party Transactions	199
A.  Major Shareholders	199
B.  Related Party Transactions	200
C.  Interests of Experts and Counsel	204
ITEM 8.  Financial Information	204
A.  Consolidated Statements and Other Financial Information	204
B.  Significant Changes	213
ITEM 9.  The Offer and Listing	213
A.  Offer and Listing Details	213
B.  Plan of Distribution	214
C.  Markets	214
D.  Selling Shareholders	217
E.  Dilution	217
F.  Expenses of the Issue	217
ITEM 10.  Additional Information	217
A.  Share Capital	217
B.  Memorandum and Articles of Association	217
C.  Material Contracts	225
D.  Exchange Controls	225
E.  Taxation	240
F. Dividends and Paying Agents	249
G. Statement by Experts	249
H. Documents on Display	250
I. Subsidiary Information	250
ITEM 11. Quantitative and Qualitative Disclosures about Market Risk	250
ITEM 12. Description of Securities Other than Equity Securities	250
A. Debt Securities	250
B. Warrants and Rights	250
C. Other Securities	251
D. American Depositary Shares	251
Part II	252
ITEM 13. Defaults, Dividend Arrearages and Delinquencies	252
ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds	252
ITEM 15. Controls and Procedures	252
A. Disclosure Controls and Procedures	252
B. Management’s Annual Report on Internal Control Over Financial Reporting	252
C. Attestation Report of the Registered Public Accounting Firm	253
D. Changes in Internal Control Over Financial Reporting	253
ITEM 16. Reserved	253
A. Audit Committee Financial Expert	253
B. Code of Ethics	253
C. Principal Accountant Fees and Service	254
D. Exemption from the Listing Standards for Audit Committees	255
E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	255
F. Change In Registrant’s Certifying Accountant	256
G. Corporate Governance	256
H. Mine Safety Disclosures	259
I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	259
J. Insider Trading Policies	260
K. Cybersecurity	260
Part III	262
ITEM 17. Financial Statements	262
ITEM 18. Financial Statements	262
ITEM 19. Exhibits	262

GLOSSARY

Glossary of certain terms used in this Annual Report

Unless the context indicates otherwise, the following terms have the meanings shown below:

· “ADR”: American Depositary Receipt which represent the ADSs;

· “ADS” or “ADSs”: 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 and the ADS Depositary;

· “ADS Depositary”: The Bank of New York;

· “AFIP”: Federal Administration of Public Revenue (Administración Federal de Ingresos Públicos);

· “Agrofy”: Agrofy S.A.U.;

· “AMAUTA”: Amauta Agro S.A.;

· “ANSES”: National Social Security Agency (Administración Nacional de la Seguridad Social);

· “Annual Report”: this annual report;

· “ARS, Pesos or Peso”: Argentine Pesos;

· “Anti-Money Laundering Law”: Law No. 25,246, subsequently amended by, among others, Laws No. 26,087, 26,119, 26,268, 26,683, 26,733, 26,734 and Decree No. 27/2018;

· “Argentine Government”: Federal government of Argentina;

· “Audited Consolidated Financial Statements”: audited Consolidated Financial Statements as of June 30, 2024 and 2022 and for the years ended June 30, 2024, 2023 and 2022, and the notes thereto;

· “BACS”: Banco de Crédito y Securitización S.A.;

· “Banco Hipotecario”: Banco Hipotecario S.A.;

· “BASE”: Buenos Aires Stock Exchange;

· “Board of Directors”: the board of directors of CRESUD;

· “ByMA”: Argentine stock exchange and markets (Bolsas y Mercados Argentinos S.A.);

· “CABA”: Autonomus City of Buenos Aires (Ciudad Autónoma de Buenos Aires);

· “Caja de Valores”: depositary authorized to act in accordance with the Capital Markets Law (Caja de Valores S.A.);

· “CCI”: Consumer Confidence Index;

· “Central Bank”: The Argentine Central Bank (Banco Central de la República Argentina);

· “CML”: Capital Markets Law No. 26,831, as amended by, among others, Law 27,440;

· “CNDC”: National Competition Authority (Comisión Nacional de Defensa de la Competencia);

· “CNV”: The Argentine National Securities Commission (Comisión Nacional de Valores);

· “CNV Rules”: the rules issued by the CNV;

· “CODM”: Chief Operating Decision Maker;

· “Consumer Protection Law”: Argentine Law No. 24,240;

· “Corporate Criminal Liability Law”: Corporate Criminal Liability Law No. 27,401;

· “Covid-19”: the coronavirus, pneumonia originating in Wuhan, China;

· “COPREC”: Preliminary Conciliation Service for Consumer Relationships (Servicio de Conciliación Previa en las Relaciones de Consumo);

· “COSO Report”: the Committee of Sponsoring Organizations of the Treadway Commission;

· “CPI”: Consumer Price Index;

· “CPF”: Collective Promotion Fund;

· “CRESUD” or “Company”: Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria;

· “CSJN”: Supreme Court (Corte Suprema de Justicia de la Nación);

· “CVCU”: Consultores Venture Capital Uruguay S.A.;

· “Dolphin B.V”: Dolphin Netherlands B.V.;

· “EMAE”: Monthly estimate of economic activity;

· “EOH”: Hotel Vacancy Survey (Encuesta de Ocupación Hotelera);

· “EU”: European Union;

· “Exchange Act”: United States Securities Exchange Act of 1934, as amended;

· “Executive Plan”: incentive plan for the Company’s executive officers;

i

· “FCPA”: U.S. Foreign Corrupt Practices Act of 1977;

· “FPC”: Building administration expenses and collective promotion funds (Fondo de Promoción Colectiva);

· “FyO”: Futuros y Opciones.Com S.A.;

· “GCBA”: Government of the Autonomous City of Buenos Aires (Gobierno de la Ciudad de Buenos Aires);

· “GCDI”: GCDI S.A.;

· “GDP”: Gross Domestic Product;

· “GDSs”: Global Depositary Shares each representing 10 shares of IRSA’s common stock, issued pursuant to the deposit agreement, dated as of as of May 24, 1994, as amended and restated as of December 12, 1994, as amended and restated as of November 15, 2000, between IRSA and the GDS Depositary;

· “GDS Depositary”: The Bank of New York;

· “GLA”: Gross Leasable Area;

· “IAS 29”: Financial Reporting in Hyperinflationary Economies;

· “IASB”: International Accounting Standards Board;

· “ICSID”: International Centre for Settlement of Investment;

· “IFRS Accounting Standards”: International Financial Reporting Standards Accounting Standards;

· “IGJ”: Public Registry of Commerce of the City of Buenos Aires (Inspección General de Justicia);

· “ILPA Plan”: Long-Term Share-Based Incentive Plan;

· “IMF”: International Money Fund;

· “Income Tax Law”: Law No. 20,628, as amended;

· “INCRA”: Brazilian Institute of Agrarian Development (Instituto Nacional de Colonização e Reforma Agrária);

· “INDEC”: National Institute of Statistics and Censuses (Instituto Nacional de Estadística y Censos);

· “Investment Company Act”: Investment Company Act of 1940, as amended;

· “IPC”: Consumer Price Index (Índice de Precios al Consumidor);

· “IRS”: Internal Revenue Service;

· “IRSA”: IRSA Inversiones y Representaciones S.A.;

· “IRSA CP”: IRSA Propiedades Comerciales S.A.;

· “kg” or “kgs”: Argentina standard measure of weight, a kilogram is equal to approximately 2.2 pounds;

· “KPIs”: key performance indicators;

· “LGS”: Argentine General Corporation Law No. 19,550 (Ley General de Sociedades);

· “MAE”: Mercado Abierto Electrónico S.A.;

· “MERCOSUR”: Common Market of the South;

· “MULC”: Foreign Exchange Market (Mercado Único y Libre de Cambios);

· “m2, or “sqm”: Standard measure of area in the real estate market in Argentina is the square meters;

· “NASDAQ”: National Market of the Nasdaq Stock Market;

· “NIS”: Israel Currency;

· “NYSE”: New York Stock Exchange;

· “Official Gazette”: Official Gazette of Argentina (Boletín Oficial de la República Argentina);

· “Paris Club 2014 Settlement Agreement”: settlement agreement between Argentina and Paris Club members dated May 29, 2014;

· “PEN”: Argentine Executive Branch (Poder Ejecutivo Nacional);

· “PFIC”: Passive Foreign Investment Company;

· “Real,” “Reais,” “Rs.” or “BRL”: Brazilian Real, the legal currency Brazil;

· “Real Estate Registry”: Argentine Real Estate Property Registry (Registro de la Propiedad Inmueble);

· “RWS”: Responsible Wool Standard;

· “SAF Agreement”: Agreement executed between the IMF and Argentina on January 28, 2022.

· “SEC”: United States Securities and Exchange Commission;

· “Securities Act”: U.S. Securities Act of 1933, as amended;

· “SENASA”: Servicio Nacional de Sanidad y Calidad Agroalimentaria;

· “RTRS”: Round Table on Responsible Soy;

ii

· “TAP”: Tax on Personal Assets;

· “tons” or “Tns”: Argentina standard measure of weight, a metric ton is equal to 1,000 kilograms;

· “UIF”: Financial Information Unit (Unidad de Información Financiera);

· “U.S.”: United States of America;

· “USD and/or U.S. dollars”: U.S. currency;

· “VAM”: Vista al Muelle S.A.

· “VAT”: Value Added Tax;

· “WEO”: World Economic Outlook, prepared by IMF;

· “YPF”: Yacimientos Petrolíferos Fiscales S.A.;

· “2BSvs”: Biomass Biofuels Sustainability voluntary scheme.

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 our current beliefs, 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, Latin America, and other developed and/or emerging markets;

· the policies of the new administration in Argentina, including the ability of the new administration to foster economic growth, implement business friendly policies and facilitate access to foreign capital by Argentine companies;

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

· inflation and interest rates;

· fluctuations and decreases in exchange rates relative to the Peso, Brazilian real, and U.S. dollar against other currencies, as well as fluctuations in 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 regulation and changes in law or in the interpretation by courts;

· price fluctuations in the agricultural market;

· political, civil and armed conflicts;

· risks related to climate change;

· impact of the spread and variants of infectious diseases, including the Covid-19, on our business;

· adverse legal or regulatory disputes or proceedings;

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

iii

· the impact on the negotiation with the IMF and the restructuring of Argentina’s sovereign debt with the IMF and the Paris Club;

· governmental intervention in the private sector and in the economy;

· 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;

· our ability to retain key members of our senior management, and our relationship with our employees;

· 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;

· threats of cybersecurity breaches;

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

· the integration of any acquisitions and the failure to realize expected synergies;

· an increase and/or creation of taxes;

· changes in current regulations related to urban and commercial leases;

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

· fluctuation in market prices for our agriculture products could adversely affect our financial condition and result of operations;

· pest infestations and diseases may have an adverse impact on our crop yields and cattle production;

· our business is seasonal, and our revenues may fluctuate significantly depending on the growing cycle;

· the creation of export taxes may have an adverse impact on our sales and results of operations; 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.

iv

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.

References to “ADSs” are to the American Depositary Shares, each representing 10 shares of our common stock, issued pursuant to 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 IFRS Accounting Standards, as issued by the 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, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022, and the notes thereto (our “Audited Consolidated Financial Statements”) are set forth on pages F-1 through F-109 of this Annual Report.

Our Audited Consolidated Financial Statements have been approved by resolution of the Board of Directors’ meeting held on October 22, 2024 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. 

Functional and Presentation Currency; Adjustment for Inflation

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

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.

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.

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”, “peso” or “ARS” are to Argentine pesos, references to “U.S. dollars,” “dollars” or “USD” are to United States dollars and references to “Real,” “Reais,” “Rs.” or “BRL” are to Brazilian Real, the legal currency Brazil.

vi

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 912.00 per USD 1.00 as of June 30, 2024. The average seller exchange rate for fiscal year 2024, quoted by Banco de la Nación Argentina was ARS 614.03. The seller exchange rate quoted by Banco de la Nación Argentina was ARS 984.50 per USD 1.00 as of October 18, 2024. 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 “Item 3. Key Information—A1. 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 results of 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., GLA), 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.

In Argentina the standard measure of weight are the 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 INDEC. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy or completeness.

vii

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 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, 2022		125.13		95.66		105.27		125.13
June 30, 2023		256.50		125.35		179.71		256.50
June 30, 2024		910.50		257.70		613.03		910.50
Month ended:
July 31, 2024		931.00		912.50		922.14		930.50
August 31, 2024		952.00		931.50		941.30		952.00
September 30, 2024		969.00		951.50		960.31		969.00
October, 2024 (through October 18, 2024)..		983.00		969.50		975.69		983.00

________________

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.

· Economic and political developments in Argentina, and future policies of the new Argentine Government may adversely affect the Argentine economy and the sectors in which we perform our activities.

· Certain measures that may be taken by the new Argentine Government, or changes in policies, laws and regulations, may adversely affect the Argentine economy and, as a result, our business, financial condition and results of operations.

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

· High levels of public spending in Argentina could generate long-lasting adverse consequences for the Argentine economy.

· 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.

· Fluctuations in the value of the Peso could adversely affect the Argentine economy as well as our financial condition and results of operations.

· The Argentine economy and finances may be adversely affected as a consequence of a decrease in the international prices of commodities.

· The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy, which, together with Brazilian political and economic conditions, may adversely affect us.

Risks Relating to Our Agricultural Business

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

· Worldwide competition in the markets for our products could adversely affect our business 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 significant losses due to volatile crop prices since a significant portion of our production is not hedged, and exposed to crop price risk.

· Our business is seasonal, and our revenues may fluctuate significantly depending on the growing cycle.

· A substantial portion of our assets is farmland, an asset that is highly illiquid.

· Our level of debt may adversely affect our operations and our ability to pay our debt as it becomes due and our capacity to successfully access the local and international markets on favorable terms affects our cost of funding.

2

Risks Relating to IRSA’s Business in Argentina

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

· IRSA’s performance is subject to the risks associated with its properties and with the real estate industry.

· IRSA could be adversely affected by decreases in the value of its investments.

· IRSA’s level of debt may adversely affect its operations and its ability to pay its debt as it becomes due and its capacity to successfully access the local and international markets on favorable terms affects its cost of funding.

· 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 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.

Risks Relating to IRSA’s Investment in Banco Hipotecario

· The stability of the financial system depends upon the ability of financial institutions, including Banco Hipotecario, to maintain and increase the confidence of depositors.

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

· Banco Hipotecario could suffer losses in its investment portfolios due to volatility in the capital markets and in the exchange rate, which could significantly affect Banco Hipotecario's financial condition and results of operations.

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

Risks Relating to our ADSs and Common Shares

· Shares eligible for sale could adversely affect the price of our common shares and ADSs.

· If we issue additional equity securities in the future, you may suffer dilution, and trading prices for our equity securities may decline.

· We are subject to certain different corporate disclosure requirements and accounting standards than domestic issuers of listed securities in the United States.

· Investors may not be able to effect service of process within the United States, limiting their recovery of any foreign judgment.

· Under Argentine law, shareholder rights may be fewer or less well defined than in other jurisdictions.

· Restrictions on the movement of capital out of Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, the common shares underlying the ADSs.

· Our warrants are exercisable under limited circumstances and will expire.

3

Risk Factors

You should carefully consider the risks described below, in addition to the other information contained in this Annual Report, before making an investment decision. We also may face additional risks and uncertainties not currently known to us, or which as of the date of this Annual Report we might not consider significant, which may adversely affect our business. In general, you take more risk when you invest in securities of issuers in emerging markets, such as Argentina, than when you invest in securities of issuers in the United States, and certain other markets. You should understand that an investment in our common shares and ADSs involves a high degree of risk, including the possibility of loss of your entire investment.

Risks Relating to Argentina

We depend on macroeconomic and political conditions in Argentina.

The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative GDP growth, high inflation levels, and currency devaluation. Argentina’s sustainable economic growth depends on a variety of factors, such as international demand for Argentine exports, the stability and competitiveness of the peso against foreign currencies, consumer and foreign and domestic investor confidence, a stable inflation rate, national employment levels, and the circumstances of Argentina’s regional trade partners.

According to the World Bank, the Argentine economy decreased by 1.6% in 2023, due to persistent macroeconomic imbalances and a severe droughts that caused a 26.0% decrease in agricultural production. The World Bank estimated that Argentina’s real GDP will decrease by 2.8% in 2024 due to the measures announced by the Argentine Government, which include the realignment of relative prices and the elimination of fiscal and external imbalances. During 2024, public spending and inflation rates in Argentine have decreased, however, inflation remained high. The World Bank also estimated that the Argentine economy will grow by 5.0% in 2025, mainly as a result of improved weather conditions, investments in the energy sector, and the recovery of agricultural production. However, these estimates may not be met.

The Argentine economy remains vulnerable and unstable, given that investment as a percentage of GDP remains low to sustain the growth rate of recent decades, the supply of energy or natural gas may not be sufficient to meet the increase in industrial activity (thus limiting industrial development) and consumption, and unemployment and informal employment remain high. According to a Morgan Stanley Capital International (“MSCI”) release of June 2021, Argentina was considered an emerging market until June 2021, when it was classified as a “standalone market”. Standalone markets are considered to present additional risks such as government restrictions that may limit investments and risks associated with political developments. In addition, protests or strikes may negatively affect the stability of the political, social, and economic environment and could negatively impact global financial market confidence in the Argentine economy.

On November 19, 2023, a presidential runoff election took place in Argentina between Javier Milei, candidate of “La Libertad Avanza”, and Sergio Massa, candidate of “Union por la Patria”, with Javier Milei being elected President of Argentina with 55.69% of the votes. Following the 2023 elections, La Libertad Avanza has 7 of the 72 representatives in the Senate and 41 of the 257 representatives in the Chamber of Deputies.

4

The new Argentine administration faces significant macroeconomic challenges, such as reducing the inflation rate, achieving commercial and fiscal surpluses, accumulating reserves, supporting the peso, eliminating exchange controls, refinancing debt owed to private creditors, and improving the competitiveness of the Argentine economy. Since the new Argentine administration took office, a large number of measures aimed at deregulating the Argentine economy and limiting government intervention in the private sector have been implemented, including the suspension of public work tenders and reduction in energy and transport subsidies, and it is expected that further measures will be adopted in the future. However, several of these measures are being challenged in Congress and submitted to judicial proceedings.

The Argentine economy may be affected if political and social pressures inhibit the Argentine Government’s implementation of policies designed to control inflation, generate growth, and improve consumer and investor confidence, or if the policies implemented by the Argentine Government to achieve these goals are unsuccessful. These developments could materially affect our financial condition and the results of our operations.

We cannot assure you that a decline in economic growth or political conditions in Argentina will not adversely affect our business, financial condition or results of operation and cause the market value of our ADSs and our common shares to decline.

Economic and political developments in Argentina, and future policies of the new Argentine Government may adversely affect the Argentine economy and the sectors in which we perform our activities.

The Argentine Government has historically exercised significant influence over the economy, and our Company has operated in a highly regulated environment. In recent history, the Argentine Government has directly intervened in the economy, including through the implementation of expropriation and nationalization measures, price controls, and exchange controls.

In times of economic, social, or political crisis, companies operating in Argentina may face the risk of strikes, expropriations, nationalizations, mandatory amendment of existing contracts, and changes in taxation policies, including tax increases and retroactive tax claims. Since we operate in a context in which the governing law and applicable regulations change frequently, in part as the result of changes in government administrations, it is difficult to predict if and how our activities will be affected by such changes

The success of these measures, or other measures that the Argentine Government and/or the Central Bank may implement in the future, are subject to uncertainty and any further depreciation of the Argentine Peso, further inflation, or our inability to acquire foreign currency could have a material adverse effect on our financial condition and results of operations. We cannot predict the effectiveness of these measures. We cannot predict whether, and to what extent, the value of the Argentine Peso may depreciate or appreciate against the U.S. dollar or other foreign currencies, and how these uncertainties will affect our businesses. Furthermore,

Additionally, there is no assurance can be given that, in the future, no additional currency or foreign exchange restrictions or controls will be imposed. Existing and future measures may negatively affect Argentina’s international competitiveness, discouraging foreign investments and lending by foreign investors or increasing foreign capital outflow which could have an adverse effect on economic activity in Argentina, and which in turn could adversely affect our business and results of operations. We cannot predict how these conditions will affect our ability to meet our liabilities denominated in currencies other than the Argentine Peso. Any restrictions on transferring funds abroad imposed by the Argentine Government could undermine our ability to pay dividends on our ADSs or make payments (of principal or interest) under our outstanding indebtedness in U.S. dollars, as well as to comply with any other obligation denominated in foreign currency.

For more information, please see “Item 10. Additional Information – D. Exchange Controls”.

We cannot affirm that the Argentine economic, regulatory, social and political framework or the policies or measures that the Argentine Government adopts or may adopt, will not adversely affect the market value of our ADSs, our business, financial condition and/or results of operation.

5

Certain measures that may be taken by the new Argentine Government, or changes in policies, laws and regulations, may adversely affect the Argentine economy and, as a result, our business, financial condition and results of operations.

The Argentine Government has exercised substantial control over the economy, including through the regulation of market conditions and prices.

On December 27, 2023, the new Argentine Government sent to Congress a bill named “Bases y Puntos de Partida para La Libertad de los Argentinos,” (the “Omnibus Law”). The Omnibus Law is an extensive bill that includes liberal economic measures and a strong fiscal adjustment, and aims to deregulate the Argentine economy, modernize the government organizational chart  by reducing ministries and structures of the Argentine Government, ease labor laws, and privatize state-owned companies.

In February 2024, the Argentine Government withdrew the first bill of the Omnibus Law from the Argentine Congress. As a result, work began on a new Omnibus Law bill, along with a tax reform. In order to secure the approval of both the Omnibus Law and the tax reform, the Argentine Government made numerous changes to the bill. Unlike the first bill, the second bill of the Omnibus Law was reduced from over 500 sections to 232. In April 2024, the Argentine Government sent a new bill of the Omnibus Law and the tax reform bill to the Argentine Congress. In June 2024, these bills were approved by the Argentine Congress and the Senate after several discussions. We cannot predict how the Omnibus Law and the tax reform will affect our business and the results of our operations. For more information regarding the Omnibus Law and the tax reform please see “Item. 10 – Additional Information – D. Exchange Control – Law No. 27,742 – “Ley De Bases y Puntos de Partida para la Libertad de los Argentinos or Omnibus Law” and “Law No. 27,743 – Medidas Fiscales Paliativas y Relevantes.”

On December 21, 2023, the new Argentine Government issued Emergency Decree No. 70/2023, named “Bases para la Reconstrucción de la Economía Argentina.” The Decree No. 70/2023 declared a public emergency in economic, financial, fiscal, administrative, pension, tariff, health, and social matters until December 31, 2025, among other matters. As of the date of this Annual Report, this decree remains under congressional and judicial review, although it became effective on December 29, 2023. If this the Decree No. 70/2023 is repealed, it will cease to be valid, without prejudice to rights acquired during its validity, in accordance with Law No. 26,122.

In addition, the new Argentine Government announced that it intends to dollarize the Argentine economy. Historically, the Argentine Government’s actions regarding the economy, including decisions on interest rates, taxes, price controls, wage increases, greater worker benefits, exchange controls, and potential changes in the foreign exchange market, have had a substantial adverse effect on Argentina’s economy. The measures implemented by the new Argentine Government could have a negative impact on the Argentine economy, which could negatively affect our financial condition or our operating results.

Private economists broadly agree that the direct involvement by the Argentine government in the economy, including through expropriations, price controls, exchange controls, and other measures, have had an adverse impact on the level of investment in Argentina, the access of Argentine companies to international capital markets, and Argentina’s commercial and diplomatic relations with other countries. If the level of the Argentine Government intervention in the economy continues or increases, the Argentine economy, and in turn our business, results of operations and financial condition could be adversely affected.

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

Historically, inflation has significantly affected the Argentine economy and the Argentine Government’s ability to foster conditions for stable growth. High inflation rate could also undermine Argentina’s competitiveness in international markets and adversely affect economic activity and employment, as well as our business, financial condition and results of operations.

6

Argentina has confronted inflationary pressures, evidenced by significantly higher fuel, energy, and food prices, among other factors. The accumulated CPI variation was 211.4% in 2023, 94.8% in 2022, and 50.9% in 2021 (as of December 31 of each year). Additionally, CPI figures were reported as 20.6%, 13.2%, 11.0%, 8.8%, 4.2%, 4.6%, 4.0% and 4.2% for January, February, March, April, May, June, July and August 2024, respectively. As of September 30, 2024, inflation was recorded at 3.5%, bringing the cumulative inflation for the year 2024 to 101.6%, and the year-over-year inflation rate was 209.0%.

On October 4, 2024, the Central Bank published its market expectations survey, which reported an estimated inflation rate of 3.4% for October 2024 and an inflation rate of 123.6% for 2024. After Javier Milei assumed the presidency, the Argentine peso was devaluated by approximately 50%, with the exchange rate increasing from approximately ARS 400 per USD 1 to approximately ARS 800 per USD 1. This was immediately reflected in prices, with the inflation rate in December 2023 reaching 25.5%. The Argentine Government’s adjustments to electricity and gas tariffs, as well as the increase in the price of gasoline have affected prices, creating additional inflationary pressure. If the value of the Argentine Peso cannot be stabilized through fiscal and monetary policies, an increase in inflation rates could be expected.

A high inflation rate or a hyperinflationary process affects Argentina’s foreign competitiveness by diluting the effects of the Peso depreciation, negatively impacting employment and the level of economic activity and undermining confidence in Argentina’s banking system, which may further limit the availability of domestic and international credit for companies. Additionally, a portion of Argentina’s debt remains tied to the CER, a currency index, that is strongly correlated with inflation. Therefore, any significant increase in inflation would drive an increase in the Argentine external debt and consequently in Argentina’s financial obligations, which could exacerbate the stress on the Argentine economy. A continuing inflationary environment could undermine our results of operation, adversely affect our ability to finance the working capital needs of our businesses on favorable terms and our results of operation and cause the market value of our ADSs and our common shares to decline.

There is uncertainty regarding the effectiveness of the policies implemented by the Argentine Government to maintain inflation control and the potential impact of such policies. We cannot assure that inflation rates will not increase in the future or that the measures taken or to be taken by the Argentine Government to control inflation will be effective or successful in the long term. High inflation rates continue to pose a challenge for Argentina.

High levels of public spending in Argentina could generate long-lasting adverse consequences for the Argentine economy.

Argentine administrations prior to the current Argentine administration significantly increased public spending. Argentina recorded primary deficits of 3%, 2.4%, and 2.9% of GDP in 2021, 2022, and 2023, respectively. The primary fiscal deficit amounted to ARS 1,991,316.1 million in December 2023 (equivalent to 1.05% of GDP), resulting in a total primary deficit of ARS 5,483,305.3 million for the year 2023.

The current administration has indicated its intention to reduce the fiscal deficit by reducing public spending. Measures taken to achieve this include (i) devaluing the Argentine peso by 50% against the U.S. dollar; (ii) suspending public works; (iii) reducing subsidies for energy and transportation services; (iv) halting official advertising; and (v) reducing the number of ministries and secretariats. In January 2024, a financial surplus of ARS 518,408 million was recorded, followed by surpluses of ARS 338,112 million in February 2024, ARS 276,638 million in March 2024, ARS 17,409 million in April 2024, ARS 1,183,571 million in May 2024 and ARS 238,189 million in June 2024, a deficit of ARS 600,957 million in July 2024, a surplus of ARS 3,531 million in August 2024 and ARS 466,631 million in September 2024. As a result, the Argentine public sector recorded six consecutive months of financial surpluses for the first time since 2008, accumulating a year-to-date surplus after interest equivalent to approximately 0.4% of GDP with a primary surplus of approximately 1.7% of GDP, for the nine month period ended September 30, 2024.

The Argentine Government’s inability to access capital markets to finance its deficit or reliance on other sources of financing may negatively impact the economy and could also limit access to capital markets for Argentine companies, which could adversely affect our business, financial condition, and results of operations.

7

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.

Argentina’s history of defaults on its external debt and the protracted litigation with holdout creditors may reoccur in the future and prevent Argentine companies such as us from accessing the international capital markets or may result in higher costs and more onerous terms for such financing, and may therefore negatively affect our business, results of operation, financial condition, the value of our securities, and our ability to meet our financial obligations. Following the default on its external debt in 2001, Argentina sought to restructure its outstanding debt in exchange offers in 2005 and again in 2010. Holders of approximately 93% of Argentina’s defaulted debt participated in the exchanges, but a number of bondholders held out from the exchange offers and pursued legal actions against Argentina. The Argentine Government settled several agreements with the defaulted bondholders, ending more than 15 years of litigation. In addition, in August 2020, the Argentine Government successfully negotiated the debt restructuring of Argentine bonds representing approximately USD 65 billion owed to several bondholders.

On January 28, 2022, Argentina signed an agreement with the IMF (the “SAF Agreement”) to refinance indebtedness for more than USD 40 billion, which Argentina originally incurred with the IMF in 2018. Argentina and the IMF agreed on certain measures related to the reduction of public spending. The SAF Agreement was approved by the Argentine Congress and by the Board of the IMF. Among other points, an economic and monetary policy was established, where the IMF will be the co-director, carrying out quarterly audits on Argentina’s finances and economic development. On September 19, 2022, IMF staff and the Argentine authorities reached an agreement on an updated macroeconomic framework and associated policies needed to complete the second review under the SAF Agreement. On December 22, 2022 the Board of the IMF concluded the third review of the SAF Agreement, which allowed an immediate disbursement of approximately USD 6 billion.  On March 13, 2023, the IMF approved the fourth revision of the SAF Agreement and authorized the disbursement of approximately USD 5.3 billion. On August 23, 2023, the IMF approved the fifth and sixth revisions to the SAF Agreement, resulting in a new disbursement of USD 7.5 million. On October 31, 2023, the Argentine Government made payments of approximately USD 2.6 billion to the IMF corresponding to the maturities set forth by the SAF Agreement for October 2023. After these payments, the Central Bank’s reserves were USD 21.8 billion. In December 2023, a USD 960 million bridge loan was approved between Argentina and the Development Bank of Latin America and the Caribbean to allow Argentina to continue implementing SAF Agreement. In February 2024 and June 2024, the IMF completed the seventh and eighth review of the SAF Agreement, which resulted in a disbursement of approximately USD 4.7 billion and USD 800 million in favor of Argentina, respectively. As of the date of this Annual Report, Argentina has achieved the targets under the SAF Agreement for the first quarter of 2024. The ninth review under the SAF Agreement is ongoing which could result in a new disbursement for Argentina.

On March 13, 2020, the Minister of Economy addressed a letter to the Paris Club members expressing Argentina’s decision to postpone until May 5, 2021 the USD 2,100 million payment originally due on May 5, 2020, in accordance with the terms of the settlement agreement reached with the Paris Club members on May 29, 2014 (the “Paris Club 2014 Settlement Agreement”). On April 7, 2020, the Minister of Economy sent the Paris Club members a proposal to modify the existing terms of the Paris Club 2014 Settlement Agreement, mainly seeking an extension of the maturity dates and a significant reduction in the interest rate. On June 22, 2021, Argentina’s Minister of Economy announced that the Argentine Government obtained a “time bridge” within the framework of the Paris Club negotiations, consequently avoiding default. Pursuant to such agreements, Argentina should have reached a restructuring agreement with the Paris Club members by March 31, 2022. However, on March 31, 2022, such agreement was extended until July 31, 2022 and, on May 31, 2022, it was further extended until September 30, 2024.On October 28, 2022, the Minister of Economy announced a new agreement with the Paris Club. The agreement is an addendum to the Paris Club 2014 Settlement Agreement and recognizes a principal amount of USD 1,971 million, extending a repayment period of thirteen semi-annual installments, starting in December 2022 and to be finally cancelled in September 2028. Pursuant to this new agreement, the interest rate was improved from 9% to 3.9% in the first three installments, with a gradual increase to 4.5%. The payment profile implies an average semi-annual payment of USD 170 million (principal and interest included). During 2024, Argentina will repay 40% of the principal due.

In 2009, Argentina signed a swap agreement with China (the “Swap”) for CNY 70 billion (approximately USD 9.9 billion), pursuant to which the Central Bank provides pesos to the People’s Bank of China (the “PBOC”), and the PBOC provides yuan to the Central Bank. In June 2024, the Argentine Government reached an agreement with the People’s Republic of China to refinance the Swap, pursuant to which the Central Bank certain maturity dates were extended to 2025 and 2026. The Swap is expected to reach its final maturity in mid-2026.

8

We cannot predict how these agreements and the policies developed based on them will impact Argentina’s ability to access international capital markets (and indirectly in our ability to access such markets), in the Argentine economy or in our economic and financial situation or in our capacity to extend the maturity dates of our debt or other conditions that could affect our results and operations or businesses.

Fluctuations in the value of the Peso could adversely affect the Argentine economy as well as our financial condition and results of operations.

The Argentine Peso has been subject to significant devaluation against the U.S. dollar in the past and may be subject to fluctuations in the future. We cannot predict whether and to what extent the value of the Peso could depreciate or appreciate against the U.S. dollar, or how such fluctuations could affect our business. The value of the Peso compared to other currencies is dependent, in addition to other factors listed above, on the level of international reserves maintained by the Central Bank, which have also shown significant fluctuations in recent years. As of August 30, 2024, the international reserves of the Central Bank totaled USD 26,719 million. Additionally, as of the date of this Annual Report, the Argentine peso has depreciated by approximately 21.7% against the U.S. dollar during 2024.

We cannot assure that the official exchange rate will not fluctuate significantly in the future. Fluctuations in the value of the peso may also adversely affect the Argentine economy, as well as our products, our financial condition and results of operation. The devaluation of the Argentine Peso may have a negative impact on the ability of certain Argentine businesses to service their foreign currency-denominated debt, lead to high inflation, significantly reduce real wages, jeopardize the stability of businesses whose success depends on domestic market demand, including public utilities and the financial industry, and adversely affect the Argentine Government’s ability to honor its foreign debt obligations.

On the other hand, a significant appreciation of the Argentine Peso against the U.S. dollar also presents risks for the Argentine economy, including the possibility of a reduction in exports (as a consequence of the loss of external competitiveness). Any such increase could also have a negative effect on economic growth and employment, reduce the Argentine public sector’s revenues from tax collection in real terms, and have a material adverse effect on our business, our results of operation, our ability to repay our debt within the respective maturity dates and affect the market value of our ADSs, as a result of the overall effects of the weakening of the Argentine economy.

Additionally, as a result of deepened currency controls, there is a difference between the official exchange rate in Argentina (which is currently used for both commercial and financial transactions) and other informal exchange rates that emerged due to certain commonly performed operations in the foreign exchange market, leading to a gap of approximately 21% above the official exchange rate as of December 31, 2023, and approximately 18% above the official exchange rate as of October 18, 2024. Following the change in the Argentine Government, the official exchange rate has exceeded ARS 800, including an amount to which the current taxes, if applicable, must be added, thus exceeding the “MEP” dollar, “CCL” dollar, and “blue” dollar rates, thereby narrowing the gap between these exchange rates. In this regard, the Argentine Government may maintain a single official exchange rate or create multiple exchange rates for different types of transactions, substantially altering the exchange rate at which we acquire foreign currency to service our foreign-currency-denominated liabilities.

The Argentine economy and finances may be adversely affected as a consequence of a decrease in the international prices of commodities.

The commodities market is characterized by its volatility. Commodities exports have contributed significantly to the revenues of the Argentine Government. Subsequently, the Argentine economy has remained relatively dependent on the price of its exports (mainly soy). Given its reliance on agricultural commodities, Argentina is also vulnerable to weather events.

9

In 2023, Argentina faced another severe drought, which resulted in losses of USD 20.0 billion. The negative impact of the 2018 and 2023 droughts has been exacerbated by the historically low levels of the Paraná river (Argentina’s main river) and numerous fire outbreaks across several Argentine provinces in 2022. These environmental factors have further affected the agricultural sector in Argentine.

In September 2023, the El Niño phenomenon affected the Argentine economy. El Niño typically increases the frequency and intensity of precipitation but also brings higher risks of flooding, river overflows, and severe storms. The impact of El Niño on Argentina remains unpredictable.

As of August 2024, due to the decrease in prices, Argentina lost approximately USD 1.55 billion in foreign exchange from soybean and corn complex exports compared to May 2024. On May 10, 2024, the FOB export price of soybeans and corn was USD 445 per ton and USD 206 per ton, respectively, and as of August 2024, the FOB export price of soybeans and corn was decreased to USD 43 per ton and USD 181.25 per ton, respectively. These decreases were driven by a global increase in soybean production, which increased from 395 million tons in 2023 to 428 million tons in 2024. The loss in foreign exchange could affect the Argentine Government’s objective to increase U.S. dollar inflows through the liquidation of agricultural exports and mostly of soybean which is Argentina’s main export commodity.

In addition, the conflict between Russia and Ukraine, the conflict between Israel and Hamas in the Gaza Strip and the conflict between Israel and Hezbollah have generated increases in the international prices of oil, gas, and commodities, including those produced by Argentina. A long-term decrease in the international price of oil would negatively impact the oil and gas prospects of Argentina and result in a decrease in foreign investment in these sectors.

A sustained decrease in the international price of the main commodities exported by Argentina, or any future climate event or condition may have an adverse effect in the agricultural sector and therefore in the revenues of the Argentine Government and its capacity to comply with the payments of its public debt, eventually generating recessive or inflationary pressures. In addition, such circumstances could have a negative impact on the Argentine Government’s tax revenues and on the availability of foreign currency. Any such developments may adversely affect Argentina’s economy and, as a result, our business, results of operations and financial condition.

The interruption of the publication of Argentine economic indexes or changes in their calculation methodologies could affect the projections made by the Company.

In 2014, the INDEC established a new consumer price index, the CPI, which reflects a broad measurement of consumer prices, considering price information from the 24 provinces of the country, divided into six regions. Faced with the credibility of the CPI, as well as other indices published by the INDEC, being called into question, the Argentine Government declared a state of administrative emergency for the national statistical system and the INDEC on January 8, 2016, based on the determination that INDEC had failed to produce reliable statistical information, particularly with respect to CPI, GDP, inflation, and foreign trade data, as well as poverty and unemployment rates. The INDEC temporarily suspended the publication of certain statistical data until the reorganization of its technical and administrative structure to recover its ability to produce reliable statistical information. In 2017, the INDEC began publishing a National CPI, which is based on a survey conducted by the INDEC and several provincial statistical offices in 39 urban areas, including each of Argentina's provinces.

As a result of changes to the GDP calculation methodology made by the INDEC, certain holders of Argentine bonds maturing in 2035 that were issued under English and Welsh law filed a lawsuit claiming damages caused by these changes. In April 2023, Judge Simon Picken of the High Court of Justice in London issued a ruling determining that the change in the GDP calculation methodology and its evolution caused losses to bond holders, ordering Argentina to pay damages and compensations in the amount of Euro 643 million and Euro 1,330 million, respectively. The Argentine Government has appealed this decision. However, in October 2024, the Supreme Court of the United Kingdom rejected the Argentine Government’s request for appeal. As a result, Argentina will have to pay Euro 1,330 million along with the applicable interests.

10

Any future required correction or restatement of the INDEC indexes could result in decreased confidence in Argentina’s economy, which, in turn, could have an adverse effect on our ability to access international capital markets to finance our operations and growth, and which could, in turn, adversely affect our results of operation and financial condition and cause the market value of our ADSs and our common shares to decline.

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 Argentine Government may impose restrictions on the exchange of Argentine currency for foreign currencies and on the remittance to foreign investors of funds derived from investments in Argentina in circumstances in which a serious imbalance in Argentina’s balance of payments develops or in which there is reason to anticipate such an imbalance.

On September 1, 2019, through Emergency Decree No. 609/2019, and as a consequence of economic instability and uncertainty, the depreciation of the Argentine peso, and rising inflation rates, President Macri's administration and the Central Bank implemented a series of monetary and exchange control measures. These included restrictions on the accessibility of funds deposited in financial institutions and on the transfer of funds abroad without prior approval from the Central Bank. It was established that the proceeds from the export of goods and services must be brought into the country in foreign currency and/or traded on the foreign exchange market under conditions and within timeframes set by the Central Bank. Furthermore, access to the foreign exchange market for the purchase of foreign currency and precious metals and for transfers abroad was subject to prior approval of the Central Bank, based on objective guidelines in accordance with the conditions in force in the exchange market, and distinguishing the situation of human persons from that of legal entities.

The duration of these measures was extended, and additional restrictions were introduced through the enactment of Law No. 27,541 on Social Solidarity and Productive Reactivation, which includes a new tax on certain foreign currency purchases by Argentine individuals and legal entities. Increased volatility, appreciation or depreciation of the peso against the U.S. dollar, or a decrease in the Central Bank reserves due to exchange rate interventions, could adversely affect the Argentine economy, our ability to meet our obligations, and the value of our shares.

Certain restrictions in Argentina affect the ability of companies to access the MULC to purchase foreign currency for transferring funds abroad, servicing debt, making payments outside of Argentina, and other operations, requiring, in some cases, prior approval from the Central Bank. The current Argentine foreign exchange regulations set forth in the Central Bank’s Communication “A” 7953 and its amendments impose certain exchange controls, such as prior approval of the Central Bank, to the following: (i) dividend payments; (ii) access to the foreign exchange market for non-residents, except for specific exemptions; (iii) repatriation of direct investments; and (iv) the establishment of foreign assets, remittance of family assistance, and the formation of guarantees and operational payments related to derivative transactions for resident individuals.

On October 10, 2023, the CNV published General Resolution No. 981 in the Official Gazette, which temporarily prohibited the payment of dividends to the Company’s GDS holders as a result of restrictive measures applicable to access to the MULC. This regulation, by limiting the daily amount of operations, (i) prevented the implementation of the mechanism established in the deposit agreement with BONY to obtain the U.S. dollars necessary for the payment of dividends to GDS holders in their foreign accounts; (ii) hindered the implementation of the alternative procedure established in the deposit agreements; and (iii) created unequal treatment between local and foreign holders (since local shareholders received their dividends on the agreed date while GDS holders could not yet receive them due to the aforementioned regulation, and it was unclear when they would be able to do so).

11

After the Company filed a waiver request with the CNV, on November 30, 2023, the CNV issued General Resolution No. 984, which eased the regulations to allow the payment to be made abroad.

We cannot assure that in the future new regulations issued by the Central Bank and/or the CNV will not be implemented that would prevent us from making dividend payments to GDS holders in a timely manner.

In December and April 2023, the Central Bank imposed additional restrictions through Communication “A” 7914, which established the obligation to disclose the individuals or legal entities that exercise direct control over the party accessing the foreign exchange market and that form part of the same economic group, and Communication “A” 7746, which modifies the timeframes to access the MULC. These measures could adversely affect Argentina's global competitiveness, discourage foreign investment and loans from foreign investors, or increase the outflow of foreign capital, which could have an adverse effect on Argentina’s economic activity and could adversely affect our business and results of operations or impair our ability to pay dividends in U.S. dollars or prevent us from servicing our international debt.

We cannot predict how these restrictions and/or their removal may evolve, particularly regarding limitations on transferring funds abroad. Despite the gradual lifting of certain foreign exchange restrictions made by the new administration, the Argentine Government may impose new exchange controls or restrictions on capital transfers and adopt other policies that may limit or restrict our ability to access international capital markets, make payments of principal and interest and other additional amounts outside the country (including payments related to our notes), or import certain products or goods that we use as inputs.

The operating costs of the Company could increase as a result of the promotion or adoption of certain measures by the Argentine Government as well as pressure from union sectors.

In the past, the Argentine Government has promoted and adopted laws and collective labor agreements that imposed on private sector employers the obligation to maintain certain salary levels and provide additional benefits to their employees. In addition, employers have come under strong pressure from their employees and from unions to grant wage increases and other benefits.

We cannot be sure that in the future the Argentine Government will not enact measures that result in increases in the minimum, vital and mobile salary and/or in benefits, compensation or other labor costs that employers must bear. Any salary increase and/or any other labor cost could result in higher costs and a decrease in the results of the Company’s operations.

Failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition.

A lack of a solid and transparent institutional framework for contracts with the Argentine Government and its agencies, as well as allegations of corruption, have affected and continue to affect Argentina. Argentina ranked 98 of 180 in the Transparency International’s 2023 Corruption Perceptions Index.

As of the date of this Annual Report, there are several ongoing investigations into allegations of money laundering and corruption, which have negatively impacted the Argentine economy and political environment. Depending on the results of these investigations and how long it takes to finalize them, companies involved may be subject to, among other consequences, a decrease in their credit ratings, having claims filed against them by investors in their equity and debt securities, and may further experience restrictions on their access to financing through the capital markets, all of which will likely decrease their income. Additionally, if criminal cases against companies move forward, they may be restricted from rendering services or may face new restrictions due to their customers’ internal policies and procedures. These adverse effects could restrict these companies’ ability to conduct their operating activities and to fulfill their financial obligations.

12

Recognizing that the failure to address these issues could increase the risk of political instability, distort decision-making processes and adversely affect Argentina’s international reputation and ability to attract foreign investment, the Argentine Government has announced several measures aimed at strengthening Argentina’s institutions and reducing corruption.

These measures include creating a special prosecutor’s office in charge of investigations involving national and provincial officials related to illicit enrichment and asset increases, plea bargains in exchange for cooperation with the judiciary in corruption investigations, greater access to public information, the seizure of assets from officials prosecuted for corruption, expanded powers for the Anti-Corruption Office, and the enactment of a new public ethics law, among others. We cannot guarantee that the implementation of these measures will be successful or that, once implemented, they will achieve the desired result.

We cannot estimate the impact that these investigations could have on the Argentine economy. Similarly, it is not possible to predict the duration of corruption investigations, nor which companies might be involved or how far-reaching the effects of these investigations might be, which may negatively impact the Argentine economy. In turn, the decrease in investor confidence resulting from any of these, among other issues, could have a significant adverse effect on the growth of the Argentine economy, which could, in turn, harm our business, our financial condition and results of operation and affect the trading price of our common shares and ADSs.

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

Property values in U.S. dollars are influenced by multiple factors that are beyond our control, such as a decreased demand for real estate properties due to a deterioration of macroeconomic conditions or an increase in supply of real estate properties that could adversely affect the value in U.S. dollars of real estate properties. We cannot assure you that property values in U.S. dollars will increase or that they will not be reduced. Most of the properties we own are located in Argentina. As a result, a reduction in the value in U.S. dollars of properties in Argentina could materially affect our business and our financial statements due to the valuation of our investment properties at fair market value in U.S. dollars.

The emergence and spread of a pandemic-level disease or threat to public health, such as Covid-19, may have a material adverse impact on the Argentine and global economy, our business operations, financial condition or results of operations.

Global public health threats, such as Covid-19, influenza and other highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world, could adversely impact our operations, as well as the operations of our customers.

Additional strains of Covid-19, or an outbreak of another pandemic, disease, or similar public health threat, could have material adverse effects on global economic, financial, and business conditions, which could have an adverse impact in our business, financial condition, and results of operations.

If any of the aforementioned events or other epidemics were to occur again, or if there were an increase in the severity or duration of Covid-19 or other epidemics, it could have a material adverse effect on our business, results of operations, cash flows, and financial condition.

The Argentine economy is vulnerable to external shocks and political developments that could be caused by significant economic difficulties of Argentina’s trading partners, or by more general “contagion” effects. Such external shocks and “contagion” effects could have a material adverse effect on Argentina’s economic growth, and consequently, on our results of operation and financial condition.

Although economic conditions vary from country to country, investors’ perceptions of events occurring in certain countries have in the past substantially affected, and may continue to substantially affect, capital flows into and investments in securities of issuers from other countries, including Argentina. There can be no assurance that the Argentine financial system and securities markets will not be adversely affected by policies that may be adopted by foreign governments or the Argentine Government in the future. Argentina can also be adversely affected by negative economic or financial events that take place in other countries, subsequently affecting our operations and financial condition, including our ability to repay our debt at its maturity date.

13

Argentina’s economy is vulnerable to external shocks. For example, economic slowdowns, especially in Argentina’s major trading partners such as Brazil, led to declines in Argentine exports in the last few years. Specifically, fluctuations in the price of commodities sold by Argentina and a significant devaluation of the Peso against the U.S. dollar could harm Argentina’s competitiveness and affect its exports. In addition, international investors’ reactions to events occurring in one market may result in a “contagion” effect which could lead to an entire region or class of investment being disfavored by international investors.

In addition, the upcoming U.S. presidential elections may introduce significant uncertainties. Political transitions, including changes in leadership, may lead to shifts in regulatory and fiscal policies, trade agreements, and other economic factors. Additionally, the period leading up to and following the election may result in volatility in financial markets, currency fluctuations, and overall economic instability. Any substantial changes in U.S. foreign or domestic policies, including changes in trade agreements, tariffs, or international relations, may impact global economies, including the Argentine economy. While the outcome of the election remains uncertain, the potential for policy shifts that could affect the regulatory landscape and economic conditions creates risks that could negatively influence our financial results and future growth prospects.

Additionally, financial and securities markets in Argentina are also influenced by economic and market conditions in other markets worldwide.

At the same time, global economic conditions have experienced significant instability in recent years, such as high volatility in commodity prices and global economic uncertainty and financial market conditions caused by the war between Ukraine and Russia and the attack by Hamas on Israel from the Gaza Strip.

There can be no assurance that the Argentine financial system and securities markets will not be adversely affected by policies that may be adopted by foreign governments or the Argentine Government in the future, or by events in the economies of developed countries or in other emerging markets.

Finally, international investors’ perceptions of events occurring in one market may generate a “contagion” effect by which an entire region or class of investment is disfavored by international investors. Argentina could be adversely affected by negative economic or financial developments in other emerging and developed countries, which in turn may have a material adverse effect on the Argentine economy and, indirectly, on our business, financial condition and results of operations, and the market value of our ADSs and common shares.

The Russian invasion of Ukraine and the attack by Hamas on Israel from the Gaza Strip and Israel’s attack against Hezbollah could have an unpredictable effect on the global economy and on international and local securities markets, and adversely affect our business and results of operations.

Global markets have experienced volatility and disruption following the escalation of geopolitical tensions, the start of military conflict between Russia and Ukraine, the attack by Hamas on Israel from the Gaza Strip and Israel’s attack against Hezbollah in southern Lebanon.

Russia’s military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, the European Union and other countries against Russia and possibly countries that support, directly or indirectly, Russia’s incursion. These sanctions aim to increase the cost of the war for the Russian regime. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets, including Argentina’s, and thus could affect our businesses and the businesses of our customers, even though we do not have any direct exposure to Russia or the adjoining geographic regions. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities or more extensive sanctions impacting the region, could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on our business, financial condition, results of operations.

On October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. Thereafter, these terrorists launched extensive rocket attacks on Israeli population and industrial centers located along the Israeli border with the Gaza Strip. Shortly following the attack, Israel’s security cabinet declared war against Hamas. The new administration has publicly stated its belief that Israel has the right to defend itself. The future of this conflict as well as its impact on international trade and on emerging market economies such as Argentina remain uncertain.  The intensity and duration of Israel’s current war against Hamas is difficult to predict, and as are such war’s economic implications on the Company’s business and operations and on the global geopolitical instability.

14

Likewise, the current armed conflict between Israel and Hezbollah, with direct clashes in the border region between Israel and Lebanon, has intensified tensions in the Middle East. This escalation in violence has created global uncertainty, particularly affecting financial markets and energy commodity prices, such as oil and gas. The potential extension of the conflict to other areas of the region and the intervention of international actors could exacerbate global economic instability, leading to higher energy costs and disruptions in global supply chains.

Any deterioration in credit markets resulting directly or indirectly from the ongoing Russian invasion of Ukraine or the attack by Hamas on Israel from the Gaza Strip or of the current armed conflict between Israel and Hezbollah could limit our ability to obtain external financing to fund our operations and capital expenditures, which could have a material adverse effect on our business, results of operations, and/or financial condition.

Our internal policies and procedures might not be sufficient to guarantee compliance with anti-corruption and anti-bribery laws and regulations.

Our operations are subject to various anti-corruption and anti-bribery laws and regulations, including the Corporate Criminal Liability Law and the FCPA. Both the Corporate Criminal Liability Law and the FCPA impose liability against companies who engage in bribery of Argentine Government officials, either directly or through intermediaries. The anti-corruption laws generally prohibit providing anything of value to Argentine Government officials for the purposes of obtaining or retaining business or securing any improper business advantage. As part of our business, we may deal with entities in which the employees are considered government officials. We have a compliance program that is designed to manage the risks of doing business in light of these new and existing legal and regulatory requirements.

Although we have internal policies and procedures designed to ensure compliance with applicable anti-corruption and anti-bribery laws and regulations, there can be no assurance that such policies and procedures will be sufficient. Violations of anti-corruption laws and sanctions regulations could lead to financial penalties being imposed on us, limits being placed on our activities, our authorizations and licenses being revoked, damage to our reputation and other consequences that could have a material adverse effect on our business, results of operations and financial condition. Further, litigations or investigations relating to alleged or suspected violations of anti-corruption laws and sanctions regulations could be costly.

Argentina is subject to litigation by foreign shareholders of Argentine companies and holders of Argentina’s defaulted bonds, which have resulted and may result in adverse judgments or injunctions against Argentina’s assets and limit its financial resources.

There are outstanding claims against the Argentine Government submitted before ICSID which may entail new sanctions against the Argentine Government, which in turn could have a substantially adverse effect on the Argentine Government’s ability to implement reforms and to foster economic growth. We cannot assure you that in the future the Argentine Government will not breach its obligations.

Litigation, as well as ICSID claims against the Argentine Government, have resulted in material judgments and may result in further material judgments, and could result in attachment of or injunctions relating to assets of Argentina that the Argentine Government intended for other uses. As a consequence, the Argentine Government may not have all the necessary financial resources to honor its obligations, implement reforms and foster growth, which could have a material adverse effect on Argentina’s economy, and consequently, our business, financial condition and results of operations. There are pending ICSID claims against the Argentine Government which could result in further awards against Argentina, which in turn could have a material adverse effect on the Argentine Government’s ability to implement reforms and foster economic growth.

The recent ruling in the lawsuit brought by Petersen and Eton Park Capital Management, L.P., Eton Park Master Fund, LTD. and Eton Park Fund, L.P. who filed opening briefs in support of cross-motions for summary judgment with respect to a claim of liability and damages against YPF and Argentina. Plaintiffs requested the District Court for summary judgment in their favor, while each of the defendants argued that they had no liability and should not indemnify the plaintiffs and requested the District Court for summary judgment in their favor and to dismiss all remaining claims against them.

15

On March 31, 2023, the District Court granted YPF’s summary judgment motion and denied the plaintiffs’ summary judgment motion as to YPF in its entirety. The District Court decided that YPF has no contractual liability and owes no damages to plaintiffs for breach of contract and, accordingly, dismissed plaintiffs’ claims against YPF. The District Court denied Argentina's summary judgment motion, and the proceedings will continue between the plaintiffs and Argentina, which was ordered to pay USD 16 billion. In October 2023, Argentina appealed the ruling and in November 2023, the District Court ruled in favor of Argentina's request, allowing Argentina not to deposit the USD 16 billion but ordered it to provide other assets, such as YPF shares, as collateral to prevent seizures.

Subsequently, Burford Capital formally requested the District Court to order Argentina to deliver the Class D shares of YPF held by the Argentine state to Burford Capital in partial compliance with the District Court’s judgment. Argentina opposed to this motion. As of the date of this Annual Report, the District Court has not issued a new ruling. We cannot assure that no new litigation will be filed against Argentina, nor that these cases will not affect Argentina’s economy and our business.

Risks Relating to Brazil

The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy, which, together with Brazilian political and economic conditions, may adversely affect us.

We may be adversely affected by the following factors, as well as the Brazilian federal government’s response to these factors:

· economic and social instability;

· increase in interest rates;

· exchange controls and restrictions on remittances abroad;

· restrictions and taxes on agricultural exports;

· exchange rate fluctuations;

· inflation;

· volatility and liquidity in domestic capital and credit markets;

· expansion or contraction of the Brazilian economy, as measured by GDP growth rates;

· allegations of corruption against political parties, elected officials or other public officials, including allegations made in relation to the Lava Jato investigation;

· government policies related to our sector; and

· fiscal or monetary policy and amendments to tax legislation; and other political, diplomatic, social or economic developments in or affecting Brazil.

Historically, the Brazilian government has frequently intervened in the Brazilian economy and has occasionally made significant changes in economic policies and regulations, including, among others, the enactment of new tax laws, changes in monetary, fiscal and tax policies, currency devaluations, capital controls and limits on imports.

The Brazilian economy has experienced volatile growth and slowdowns in recent years. In 2021, the Brazilian economy began to grow considerably. The Brazilian GDP increased 4.6% in 2021, 2.9% in 2022, and 2.5% in 2023, and 2.5% in the first six months of 2024.

16

Inflation and interest rates have increased more recently, and the Brazilian real has weakened significantly in relation to the U.S. dollar. Adverse economic conditions in Brazil may materially and adversely affect our business, financial condition and results of operations.

As a result of investigations carried out in connection with the Lava Jato (Car Wash) operation into corruption in Brazil, a number of senior politicians, including congressmen, and executive officers of certain of the major state-owned companies in Brazil have resigned or been arrested, while others are being investigated for allegations of unethical and illegal conduct. The matters that have come, and may continue to come, to light as a result of, or in connection with, the Lava Jato operation and other similar operations have adversely affected, and we expect that they will continue to adversely affect, the Brazilian economy, markets and trading prices of securities issued by Brazilian issuers in the near future.

The ultimate outcome of these investigations is uncertain, but they have already had an adverse effect on the image and reputation of the implicated companies, and on the general market perception of the Brazilian economy, the political environment and the Brazilian capital markets. The development of these investigations has affected and may continue to adversely affect us. We cannot predict if these investigations will bring further political or economic instability to Brazil, or if new allegations will be raised against high-level members of the Brazilian federal government. In addition, we cannot predict the results of these investigations, nor their effects on the Brazilian economy.

The ongoing economic uncertainty and political instability in Brazil may adversely affect the Brazilian economy, our business, and the market price of our shares and ADSs.

Brazil’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. Political crisis have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities issued by Brazilian companies.

Furthermore, Brazil’s federal budget has been in deficit since 2014. Similarly, the governments of Brazil’s constituent states are also facing fiscal concerns due to their high debt burdens, declining revenues and inflexible expenditures. While the Brazilian Congress has approved a ceiling on government spending that will limit primary public expenditure growth to the prior year’s inflation for a period of at least 10 years, local and foreign investors believe that fiscal reforms, and in particular the reform of Brazil’s pension system, which was approved in 2019 by the Brazilian Congress, will be critical for Brazil to comply with the spending limit. As of the date of this Annual Report, discussions in the Brazilian Congress relating to fiscal reform remain ongoing. Diminished confidence in the Brazilian government’s budgetary condition and fiscal stance could result in downgrades of Brazil’s sovereign debt by credit rating agencies, negatively impact Brazil’s economy, lead to further depreciation of the real and an increase in inflation and interest rates, thus adversely affecting our business, results of operations and financial condition.

Uncertainty about the Brazilian government’s implementation of changes in policies or regulations that affect such implementation may contribute to economic instability in Brazil and increase the volatility of securities issued abroad by Brazilian companies, including our securities. Any of the above factors may create additional political uncertainty, adversely affect the Brazilian economy, our business, financial condition, results of operations and the market price of our shares and ADSs. 

17

Inflation, coupled with the Brazilian government’s measures to fight inflation, may hinder Brazilian economic growth and increase interest rates, which could have a material adverse effect on us.

Brazil has in the past experienced significantly high rates of inflation. As a result, the Brazilian government adopted monetary policies that resulted in Brazilian interest rates being among the highest in the world. The Central Bank’s Monetary Policy Committee (Comitê de Política Monetária do Banco Central), or COPOM, establishes an official interest rate target for the Brazilian financial system based on the level of economic growth, inflation rate and other economic indicators in Brazil. The SELIC rate has increased and decreased over time and, as of June 30, 2024, it was 10.50% per year. The inflation rate, as measured by the General Market Price Index (Índice Geral de Preços–Mercado), or IGP-M, and calculated by Fundação Getúlio Vargas, or FGV, was 17.8% in 2021, 5.5% in 2022, and (3.18)% in 2023. Cumulative inflation in the first six months of 2024, calculated by the same index, was 2.0%. The inflation rate, as measured by the Extended National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo), or IPCA, and calculated by Instituto Brasileiro de Geografia e Estatistica, or IBGE, was 10.1% in 2021, 5.8% in 2022 and 4.62% in 2023. Cumulative inflation in the first six months of 2024, calculated by the same index, was 2.85%.

Inflation and the government measures to fight inflation have had and may continue to have significant effects on the Brazilian economy and our business. In addition, the Brazilian government’s measures to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and slowing economic growth. On the other hand, an easing of monetary policies of the Brazilian government may trigger increases in inflation. In the event of an increase in inflation, we may not be able to adjust our daily rates to offset the effects of inflation on our cost structure, which may materially and adversely affect us.

An increase in interest rates may have a significant adverse effect on us. In addition, as of June 30, 2024, certain of our loans were subject to interest rate fluctuations, such as the Brazilian long-term interest rate (Taxa de Juros de Longo Prazo, or TJLP), and the interbank deposit rate (Certificados de Depósitos Interbancários), or CDI. In the event of an abrupt increase in interest rates, our ability to comply with our financial obligations may be materially and adversely affected.

Changes in tax laws or changes in their interpretation may increase our tax burden and, as a result, negatively affect our results of operations and financial condition.

The Brazilian government regularly implements changes to tax regimes that may increase our and our suppliers’ and customers’ tax burdens, which may in turn increase the prices we charge for the products we sell, restrict our ability to do business in our existing markets and, therefore, materially adversely affect our results of operations and financial condition.

These changes include modifications in the tax rates and, on occasion, enactment of temporary taxes, the proceeds of which are earmarked for designated governmental purposes. In the past, the Brazilian government has presented certain tax reform proposals, which have been mainly designed to simplify the Brazilian tax system, to avoid internal disputes within and between the Brazilian states and municipalities, and to redistribute tax revenues. The tax reform proposals provide for changes in the rules governing the federal Social Integration Program (Programa de Integração Social) or PIS, and Contribution for Social Security Funding (Contribuição para o Financiamento da Seguridade Social), or COFINS, taxes, ICMS and certain other taxes, such as increases in payroll taxes and in the withholding tax over dividend distributions.

The effects of these proposed tax reform measures and any other changes that could result from the enactment of additional tax reforms have not been, and cannot be, quantified yet due to the uncertainty of whether any changes will be implemented.

Fluctuations in the value of the Brazilian real in relation to the U.S. dollar could adversely affect us. 

Foreign exchange fluctuations, particularly of the Brazilian real against the U.S. dollar, may significantly affect our results of operations given that: (1) our products and the basic supplies used in our production are traded internationally; (2) soybean prices are defined based on prices prevalent on the Chicago Board of Trade, or CBOT; and (3) most markets are served by several suppliers from different countries, and competitiveness of farm products abroad may increase in relation to ours in light of the appreciation of the Brazilian currency in relation to the U.S. dollar. Fluctuations in the value of the real in relation to the U.S. dollar could impact our export revenue, our sales in U.S. dollars in the Brazilian market and our financial expenses and operating costs, which may adversely affect our business, financial condition and results of operations.

18

The real has suffered frequent depreciations and appreciations in relation to the U.S. dollar and other foreign currencies during the past decade. The Brazilian government has in the past utilized different exchange rate regimes, including sudden devaluations, periodic mini devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system. Since 1999, Brazil has adopted a floating exchange rate system with interventions by the Central Bank in buying or selling foreign currency. From time to time, there have been significant fluctuations in the exchange rate between the Brazilian real and the U.S. dollar and other currencies. The devaluations in more recent periods resulted in significant fluctuations in the exchange rates of the real against the U.S. dollar and other currencies.

 In 2021, the real depreciated by 7.4% against the U.S. dollar, and on December 31, 2021, the BRL/USD exchange rate was BRL 5.5799. In 2022, the real appreciated by 6.5% against the U.S. dollar, and the BRL/USD exchange rate was BRL 5.2177 per USD 1.00 on December 31, 2022. In 2023, the real appreciated by 7.2% against the U.S. dollar, and on December 31, 2023, the BRl/USD exchange rate was BRL 4.8413. In 2024 (until September 30, 2024), the real depreciated by 12.5% against the U.S. dollar, and the BRL/USD exchange rate was BRL 5.4481 per USD 1.00 on September 30, 2024. There can be no assurance that the real will not depreciate or appreciate against the U.S. dollar in the future.

 We also hold derivative financial instruments to hedge risks relating to revenue from exports and operating costs denominated in foreign currencies. If we fail to manage these instruments properly, we may be adversely affected by our exposure to these risks, which may have a material adverse effect on our financial condition and results of operations.

The imposition of restrictions on acquisitions of agricultural properties by foreign nationals in Brazil may materially restrict the development of our investment in Brasilagro.

In August 2010, the then-president of Brazil approved the opinion of the Federal Attorney General’s Office (AGU) affirming the constitutionality of Brazilian Law No. 5,709/71, which imposes important limitations on the acquisition and lease of land in Brazil by foreigners and by Brazilian companies controlled by foreigners. Pursuant to this legislation, companies that are majority-owned by foreigners are not allowed to acquire agricultural properties in excess of 100 indefinite exploration modules, or MEI (which are measurement units adopted by the Brazilian Institute of Agrarian Development (Instituto Nacional de Colonização e Reforma Agrária, or “INCRA”), within different Brazilian regions, and which range from five to 100 hectares) absent the prior approval of the Brazilian Congress, while the acquisition of areas measuring less than 100 MEIs by such companies requires the prior approval of INCRA. In addition, agricultural areas that are owned by foreigners or companies controlled by foreigners shall not exceed 25% of the surface area of the municipality, of which area up to 40% shall not belong to foreigners or companies controlled by foreigners of the same nationality, meaning that the sum of agricultural areas that belong to foreigners or companies controlled by foreigners of the same nationality shall not exceed 10% of the surface area of the relevant municipality. In addition, INCRA is also required to verify if the agricultural, cattle-raising, industrial or colonization projects to be developed in such areas were previously approved by the relevant authorities. After that analysis, INCRA will issue a certificate allowing the acquisition or rural lease of the property. The purchase and rural lease of agricultural properties that do not comply with the aforementioned requirements need to be authorized by the Brazilian Congress. In both cases, it is not possible to determine an estimated time frame for the approval procedure, since at the date of this annual report, there are no known cases on the granting of such certificates.

Recently, Brazilian Law No. 13,986, of April 7, 2020, amended Law No. 5,709/91 and provided that the limitations mentioned above do not apply to: (i) the pledge of real estate as collateral (including the fiduciary transfer of real estate property); and (ii) debt settlements arising from the execution of real estate collateral. Both exceptions favor Brazilian companies controlled by foreigners or foreign entities. Both exceptions favor Brazilian companies controlled by foreigners or foreign entities.

19

In accordance with the applicable regulations in Brazil and taking into consideration that some investors apply resources in Brasilagro indirectly by the investment funds that hold some of its shares or by other means, Brasilagro cannot identify the percentage of share capital that is owned by final foreigners’ beneficiaries. If the authorities come to understand that Brasilagro should be considered a foreign company, for the purposes of Law No. 5,709/71, Brasilagro may be subject to eventual questions involving acquisitions and leasing carried out by the Company after the approval of Opinion AGU-LA-2010, and the possible application of Law No. 5,709/71 may result in substantial delays in future acquisitions of rural properties and our inability to obtain the necessary approvals. Additionally, acquisitions made in breach of existing restrictions may be declared null and void.

The applicability of Law No. 5,709/71 is being discussed in the Original Civil Action (ACO) No. 2,463 and in Action for Breach of Fundamental Precept (ADPF) No. 342, both in the Supreme Federal Court (Supremo Tribunal Federal, or “STF”). The first action (ACO No. 2,463) concerns Opinion No. 461/2012-E of the São Paulo’s General Controller of Justice (Corregedoria Geral de Justiça do Estado de São Paulo), which established that Notaries and Real Estate Registry Officials of the State of São Paulo would be exempt to comply with the restrictions imposed from Lei No. 5, 709/71 and by Decree No. 74,965/74. The second action (ADPF No. 342), to which the first is attached, was proposed on April 16, 2015 by the Brazilian Rural Society questioning the applicability of paragraph 1, article 1, of Law No. 5,709/71 and consequently, of the opinion issued by the Attorney General's Office (AGU) in 2010.

A trial began before the Brazilian Supreme Court (STF) in February 2021, with the vote of the rapporteur Justice stating that the restrictions on companies considered to be controlled by a foreign entity must be maintained. A second Justice asked to pause the proceedings to review the file, thereby interrupting the trial, which was only resumed in June 2021, when the Justice presented his vote diverging from the rapporteur, confirming the inapplicability of the restrictions.

As of the date of this annual report, a final judgment is still pending, and we are not able to provide an estimate of the timeframe for a final judgment to be issued by the Supreme Court. Depending on the final decisions of these pending lawsuits, Brasilagro may need to modify its business strategy and intended practices in order to be able to acquire agricultural properties.

This may have the effect of increasing the number of transactions we must complete, which would increase our transaction costs. It may also require us to adopt alternative measures to reduce our interest in companies that own or lease rural properties, including entering into joint ventures, which increases the complexity and risks associated with these transactions.

Any regulatory limitations and restrictions could materially limit Brasilagro’s ability to acquire agricultural properties, increase the investments, transaction costs or complexity of such transactions, or complicate the regulatory procedures required, any of which could materially and adversely affect Brasilagro and us and our ability to successfully implement our business strategy.

20

We are subject to extensive Brazilian environmental regulation that may significantly increase the Company’s expenses.

Our business activities in Brazil are subject to extensive federal, state and municipal laws and regulations concerning environmental protection, which impose on us various environmental obligations, such as environmental licensing requirements, minimum standards for the release of effluents, use of agrochemicals, management of solid waste, protection of certain areas (legal reserve and permanent preservation areas), and the need for a special authorization to use water, among others. The failure to comply with such laws and regulations may subject the violator to administrative fines, mandatory interruption of activities and criminal sanctions, in addition to the obligation to rectify damages and pay environmental and third-party damage compensation, without any caps. In addition, Brazilian environmental law adopts a joint and several and strict liability system for environmental damages, which makes the polluter liable even in cases where it is not negligent and would render us jointly and severally liable for the obligations of our contractors or off-takers. If we become subject to environmental liabilities, any costs we may incur to rectify possible environmental damage would lead to a reduction in our financial resources, which would otherwise remain at our disposal for current or future strategic investment, thus causing an adverse impact on our business, financial condition and results of operations.

As environmental laws and their enforcement become increasingly stricter, our expenses for complying with environmental requirements are likely to increase in the future. Furthermore, the possible implementation of new regulations, changes in existing regulations or the adoption of other measures could cause the amount and frequency of our expenditures on environmental preservation to vary significantly compared to present estimates or historical costs. Any unplanned future expenses could force us to reduce or forego strategic investments and as a result could materially and adversely affect our business, financial condition and results of operations.

Risks Relating to other Countries Where We Operate

Our business is dependent on economic conditions in the countries where we operate or intend to operate.

We have made investments in farmland in Argentina, Brazil, Paraguay and Bolivia and we may possibly make investments in other countries in and outside Latin America and United States, among others. Owing that demand for livestock and agricultural products is usually correlated to economic conditions prevailing in the local market, which in turn is dependent on the macroeconomic condition of the country in which the market is located, our financial condition and results of operations are, to a considerable extent, dependent upon political and economic conditions prevailing from time to time in the countries where we operate. Latin American countries have historically experienced uneven periods of economic growth, as well as recession, periods of high inflation and economic instability. Certain countries have experienced severe economic crisis, which may still have future effects. As a result, governments may not have the necessary financial resources to implement reforms and foster growth. Any of these adverse economic conditions could have a material adverse effect on our business.

We face the risk of political and economic crises, instability, terrorism, civil strife, expropriation and other risks of doing business in emerging markets.

In addition to Argentina and Brazil, we conduct or intend to conduct our operations in other Latin American countries such as Paraguay and Bolivia, among others. Economic and political developments in the countries in which we operate, including future economic changes or crisis (such as inflation or recession), government deadlock, political instability, terrorism, civil strife, changes in laws and regulations, expropriation or nationalization of property, and exchange controls could adversely affect our business, financial condition and results of operations.

In particular, fluctuations in the economies of Argentina and Brazil and actions adopted by the governments of those countries have had and may continue to have a significant impact on companies operating in those countries, including us. Specifically, we have been affected and may continue to be affected by inflation, increased interest rates, fluctuations in the value of the Peso and Brazilian Real against foreign currencies, price and foreign exchange controls, regulatory policies, business and tax regulations and in general by the political, social and economic scenarios in Argentina and Brazil and in other countries that may affect Argentina and Brazil.

21

Although economic conditions in one country may differ significantly from another country, we cannot assure that events in one only country will not adversely affect our business or the market value of, or market for, our common shares and/or ADSs.

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

Emerging market governments, including governments in the countries where we operate, frequently intervene in the economies of their respective countries and occasionally make significant changes in monetary, credit, industry and other policies and regulations. Governmental actions to control inflation and other policies and regulations have often involved, among other measures, price controls, currency devaluations, capital controls and limits on imports. Our business, financial condition, results of operations and prospects may be adversely affected by changes in government policies or regulations, including factors, such as:

· exchange rates and exchange control policies;

· inflation rates;

· labor laws;

· economic growth;

· currency fluctuations;

· monetary policy;

· liquidity and solvency of the financial system;

· limitations on ownership of rural land by foreigners;

· developments in trade negotiations through the World Trade Organization or other international organizations;

· environmental regulations;

· restrictions on repatriation of investments and on the transfer of funds abroad;

· expropriation or nationalization;

· import/export restrictions or other laws and policies affecting foreign trade and investment;

· price controls or price fixing regulations;

· restrictions on land acquisition or use or agricultural commodity production

· interest rates;

· tariff and inflation control policies;

· import duties on information technology equipment;

22

· liquidity of domestic capital and lending markets;

· electricity rationing;

· tax policies;

· armed conflict or war declaration; and

· other political, social and economic developments, including political, social or economic instability, in or affecting the country where each business is based.

Uncertainty on whether governments will implement changes in policy or regulation affecting these or other factors in the future may contribute to economic uncertainty and heightened volatility in the securities markets, which may have a material and adverse effect on our business, results of operations and financial condition. In addition, an eventual reduction of foreign investment in any of the countries where we operate may have a negative impact on such country’s economy, affecting interest rates and the ability of companies to access financial markets.

Developments in other markets may affect the Latin American countries where we operate or intend to operate, and as a result our financial condition and results of operations may be adversely affected.

The market value of securities of companies such as us may be, to varying degrees, affected by economic and market conditions in other global markets. Although economic conditions vary from country to country, investors’ perception of the events occurring in one country may substantially affect capital flows into and securities from issuers in other countries, including Latin American countries. Various Latin American economies have been adversely impacted by the political and economic events that occurred in several emerging economies in recent years. Furthermore, Latin American economies may be affected by events in developed economies which are trading partners or that impact the global economy and adversely affect our activities and the results of our operations.

Land in Latin American countries may be subject to expropriation or occupation.

Social movements that advocate for land reform and property redistribution are active in Latin America, especially in Brazil, with movements such as the Landless Rural Workers’ Movement (Movimento dos Trabalhadores Rurais Sem Terra) and the Pastoral Land Commission (Comissão Pastoral da Terra) and in Bolivia, with movements such as the Intercultural Confederation of Bolivia (Confederación de Interculturales de Bolivia).

 Invasion and occupation of agricultural land by large numbers of people is a common practice among the members of such movements and, in certain regions, including those where we currently invest, remedies such as police protection or eviction procedures are inadequate or non-existent. As a result, we cannot assure you that our agricultural properties will not be subject to invasion or occupation by any social movement. Any invasion or occupation may materially impair the use of our lands and adversely affect our business, financial condition and results of operations.

 In addition, environmental social movements often promote and organize gatherings and other events to prevent, delay or reduce legal deforestation, which may adversely affect our operations. As a result, we cannot assure you that our operations will be not adversely affected by environmental social movements, which could lead to the revocation of operating licenses, delays or amendments thereto, or that our properties will not be subject to invasion or occupation. A land invasion or occupation could materially affect the normal use of our properties or have a material adverse effect on us or the value of our common shares and our ADSs.

23

Disruption of transportation and logistics services or insufficient investment in public infrastructure could adversely affect our operating results.

One of the principal disadvantages of the agricultural sector in the countries in which we operate is that key growing regions lie far from major ports. As a result, efficient access to transportation and port infrastructure is critical to the growth of agriculture as a whole in the countries in which we operate and of our operations in particular. Improvements in transportation infrastructure are likely required to make agricultural production accessible to export terminals at competitive prices. A substantial portion of agricultural production in the countries in which we operate is currently transported by truck, a means of transportation significantly more expensive than the rail transportation available to U.S. and other international producers. Our dependence on truck transportation may affect our position as a low-cost producer so that our ability to compete in the world markets may be impaired.

Even though road and rail improvement projects have been considered for some areas of Brazil, and in some cases implemented, substantial investments are required for road and rail improvement projects, which may not be completed on a timely basis, if at all. Any delay or failure in developing infrastructure systems could reduce the demand for our products, impede our products’ delivery or impose additional costs on us. We currently outsource the transportation and logistics services necessary to operate our business. Any disruption in these services could result in supply problems at our farms and processing facilities and impair our ability to deliver our products to our customers in a timely manner.

The result of BrasilAgro’s operations are dependent upon economic conditions in Paraguay, in which BrasilAgro operates, and any decline in economic conditions could harm our results of operations or financial condition.

As of June 30, 2024, 29% of BrasilAgro’s assets were located in Paraguay. Paraguay has a history of economic and political instability, exchange controls, frequent changes in regulatory policies, corruption, and weak judicial security. However, in 2013, Paraguay had the highest GDP growth rate in Latin America and the third highest in the world with 14%. Since then, GDP has grown by 4% in 2014, 3% in 2015, 3.8% in 2016, 4.3% in 2017, 3.6% in 2018, 0.2% in 2019, decreased 6.0% in 2020, an increase of 4.1% in 2021, an increase of 0.08% in 2022, and a decrease of 0.5% in 2023. Paraguay’s GDP is closely related to the performance of the Paraguayan agricultural sector, which can be volatile and could adversely affect our business, financial condition and results of operations.

The exchange rate of Paraguay is free and floating and the Central Bank of Paraguay participates actively in the exchange market in order to reduce volatility. In 2018, the Paraguayan currency appreciated against the U.S. dollar by 6.7%, in 2019 the appreciation was 8.26%, in 2020 the appreciation was 6.7% while in 2021 the it had a decrease by 0.55% and had an increase by 6.92% in 2022. In 2023, the Paraguayan currency appreciated by 1.08% against the U.S. dollar. A significant depreciation of the local currency could adversely affect our business, financial condition and results of operations. However, since most of our costs of raw materials and supplies are denominated in U.S. dollars, a significant depreciation of the local currency could adversely affect our business, financial condition and results of operations, as well as impact other expenses, such as professional fees and maintenance costs.

In addition, a significant deterioration in the economic growth of Paraguay or any of its main trading partners, such as Brazil or Argentina, could have a material impact on the trade balance of Paraguay and could adversely affect their economic growth, which could adversely affect our business, financial condition and results of operations.

24

The result of BrasilAgro’s operations are dependent upon economic conditions in Bolivia, in which BrasilAgro operates, and any decline in economic conditions could harm our results of operations or financial condition.

As of June 30, 2024, 5% of BrasilAgro’s assets were located in Bolivia. Bolivia is exposed to frequent has a history of economic, social and political instability, exchange controls, frequent changes in regulatory frameworks policies, civic and labor strikes, high tax rates and corruption among state officials, the judiciary and also the private sector.

Bolivia is exposed to high risk of social unrest, causing marches and roadblocks deployed by protesters to pressure the government, increasing disruption risks. Furthermore, protests over environmental issues often overlap significantly with labor disputes, which can escalate into disruptive forms of protest, including site occupations.

In turn, the Bolivian economy is the 14th largest in Latin America and is heavily dependent on export commodities such as natural gas and minerals. Bolivia’s GDP growth over the last decade has been among the highest in Latin America, growing by 4.9% in 2015, 4.3% in 2016, 4.2% in 2017, 4.2% in 2018 and 2.2% in 2019, while in 2020 it had a decrease by 7.3%, an increase of 6.1% in 2021, an increase of 3.2% in 2022 and an increase of 3.5% in 2023. Within this context, inflation has been relatively low and under control for the last 30 years. The inflation rate for 2023 was around 3.6%. In addition, Bolivia it is in the process of becoming an active partner of MERCOSUR, a common market aiming to gradually integrate economic activity among Brazil, Argentina, Uruguay, Paraguay and Bolivia.

A significant deterioration in the global and internal macroeconomics, political stability or social unrest of Bolivia, could have a material impact on their economic growth, which could adversely affect our business, financial condition 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.

Prices for crops, oilseeds and by-products, like those of other commodities, have historically been cyclical and sensitive to domestic and international changes in supply and demand and can be expected to fluctuate significantly. In addition, the agricultural products and by-products we produce are traded on commodities and futures exchanges and thus are subject to speculative trading, which may adversely affect us. The prices that we are able to obtain for our agriculture products depend on many factors beyond our control, including:

· prevailing world prices, which historically have been subject to significant fluctuations over relatively short periods of time, depending on worldwide demand and supply;

· changes in agricultural subsidy levels and trade barriers in certain consumer markets, in some major countries (mainly the United States and EU countries), and the adoption of other government policies affecting market conditions and industry prices;

· increases in raw material costs, fuel costs and insurance premiums, especially in light of the ongoing conflicts between Russia and Ukraine, and between Israel and Hamas;

· changes in government policies for biofuels;

· the business strategies adopted by other major companies operating in the agricultural and agribusiness sectors;

· world inventory levels, i.e., the supply of commodities carried over from year to year;

· climatic conditions and natural disasters in areas where agricultural products are cultivated;

· the production capacity of our competitors; and

· demand and supply of competing commodities and substitutes.

25

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

We experience substantial worldwide competition in each of our markets in which we operate, and in many of our product lines. The market for cereals, oil seeds and by-products is highly competitive and also sensitive to changes in industry capacity, inventories and cyclical changes in the world’s economies, any of which may significantly affect the selling prices of our products and thereby our profitability. Argentina is more competitive in the oilseed market than in the market for cereals. Due to the fact that many of our products are agricultural commodities, they compete in the international markets almost exclusively on the basis of price. The market for commodities is highly fragmented. Small producers can also be important competitors, some of which operate in the informal economy and are able to offer lower prices by meeting lower quality standards. Competition from other producers is a barrier to expanding our sales in the domestic/foreign market. Many other producers of these products are larger than us, and have greater financial and other resources. Moreover, many other producers receive subsidies from their respective countries while we do not receive any such subsidies from the Argentine Government. These subsidies may allow producers from other countries to produce at lower costs than us and/or to endure periods of low prices and operating losses for longer periods than we can. Any increased competitive pressure with respect to our products could materially and 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.

The occurrence of severe adverse weather conditions, especially droughts, hail, or floods, is unpredictable and may have a potentially devastating impact upon our crop production and, to a lesser extent, our cattle and wool production, and may otherwise adversely affect the supply and price of the agricultural commodities that we sell and use in our business. The occurrence of severe adverse weather conditions may reduce yields on our farmlands or require us to increase our level of investment to maintain yields. Additionally, higher than average temperatures and rainfall can contribute to an increased presence of pest and insects that may adversely impact our agricultural production.

According to the United States Department of Agriculture USDA estimates, Argentina’s crops output (wheat, corn and soybean) for the 2024/2025 season will be reaching a production of 120 million tons. The estimated production of soybean is supposed to reach 51 million tons, the wheat production 18 million tons and the corn production 51 million tons.

The occurrence and effects of disease and plagues can be unpredictable and devastating to agricultural products, potentially rendering all or a substantial portion of the affected harvests unsuitable for sale. Our agricultural products are also susceptible to fungus and bacteria that are associated with excessively humid conditions. Even when only a portion of the production is damaged, our results of operations could be adversely affected because all or a substantial portion of the production costs had already been incurred. Although some diseases are treatable, the cost of treatment is high, and we cannot assure you that such events in the future will not adversely affect our operating results and financial condition. Furthermore, if we fail to control a given plague or disease and our production is threatened, we may be unable to supply our main customers, which could affect our results of operations and financial condition.

As a result, we cannot assure you that the current and future severe adverse weather conditions or pest infestations will not adversely affect our operating results and financial condition.

Our cattle are subject to diseases which can negatively impact the demand for and sales of cattle production.

Diseases among our cattle herds, such as mastitis, tuberculosis, brucellosis and foot-and-mouth disease, can have an adverse effect on fattening production, rendering cows unable to produce meat for human consumption. Outbreaks of cattle diseases may also result in the closure of certain important markets, such as the United States, to our cattle products. In addition, outbreaks, or fears of outbreaks, of any of these or other animal diseases can lead to the cancellation of our customers’ orders and, particularly if the disease can affect humans, or create adverse publicity that can have adverse material effect in the consumer demand of our products.

26

Although we abide by national veterinary health guidelines, which include laboratory analyses and vaccination, to control diseases among the herds, especially foot-and-mouth disease, we cannot assure that future outbreaks of cattle diseases will not occur. A future outbreak of diseases among our cattle herds may adversely affect our cattle sales which could adversely affect our operating results and financial condition.

The origination and spread of diseases may occur for many reasons beyond our control, including the failure of other producers to comply with applicable health and environmental regulations. The appearance of new diseases or the mutation or proliferation of existing diseases could damage or completely destroy our cattle herds, which would materially and adversely affect our business, financial condition and results of operations.

We may be exposed to significant losses due to volatile crop prices since a significant portion of our production is not hedged, and exposed to crop price risk.

Due to the fact that we do not have all of our crops hedged, we are unable to have guaranteed minimum prices for all of our production and are therefore exposed to significant risks associated with the level and volatility of crop prices. We are subject to fluctuations in crop prices which could result in receiving a lower price for our crops than our production cost. We are also subject to exchange rate risks related to our crops that are hedged, given that our futures and options positions are valued in U.S. dollars, and thus are subject to exchange rate risk.

In addition, if severe weather or any other disaster generates a lower crop production than the position already sold in the market, we may suffer significant losses in the repurchase of the sold contracts.

The creation of export taxes and/or market intervention may have an adverse impact on our sales and results of operations.

The Argentine Government maintains existing export tax regimes as a mechanism to control inflation and exchange rate fluctuations, increase fiscal revenue, and reduce Argentina’s fiscal deficit.

We produce export products, thus an increase in export taxes could result in a reduction in the price of our products and, consequently, lead to a decrease in our sales. Export taxes could have a substantial and adverse effect on our sales and results of operations.

Additionally, the Argentine Government has previously set market conditions and industry prices to prevent a substantial increase in the prices of basic products due to inflation. Since 2005, the Argentine Government, in order to increase the domestic supply of beef and reduce internal prices, has adopted several measures, including increasing the turnover tax and establishing a minimum average number of animals for slaughter. We cannot ensure that the Argentine Government will not interfere in other areas by setting prices or regulating other market conditions. Consequently, we cannot guarantee that we will be able to freely negotiate the prices of all our products in the future or that any prices or other market conditions imposed by the Argentine Government will allow us to freely negotiate the price of our products.

We cannot guarantee what measures the Argentine Government will take in the future or that such measures will not have a negative impact on our financial condition and results of operations. For more information see “Item 10. Additional Information- D. Exchange Controls.”

27

We depend on international trade and economic and other conditions in our key export markets.

The ability of our products to effectively compete in export markets may be adversely affected by a number of factors beyond our control, including the deterioration of macroeconomic conditions, the volatility of exchange rates, the imposition of tariffs or other trade barriers or other factors in those markets such as regulations relating to the chemical content of agricultural products and safety and health regulations.

The escalation of trade tensions between the United States and China, and the imposition of tariffs, retaliatory tariffs or other trade restrictions may result in a rebalancing of global export flows in our key export markets and an increase in global competition, which in turn could adversely affect our business, financial condition and results of operations.

If the competitiveness of our products in one or more of our significant markets were to be affected by any one of these events, we may not be able to reallocate our products to other markets on comparable terms, which could therefore adversely affect our business, financial condition and results of operations.

We may face risks associated with land-takings in Argentina.

Land-taking is a long-standing problem in Argentina that has escalated throughout the years with every economic crisis.

There is a conflict between two groups that claim, on the one hand, a right to decent housing, and on the other hand a group that claims that the right to private property should be respected. Argentina’s constant and cyclical economic crises over the past 50 years have also caused poverty to rise sharply, resulting in a housing deficit.

As a consequence, we cannot provide assurance that Government responses to such disruptions will restore investor confidence in Argentine lands, which could have an adverse impact on land values, our financial condition and results of operations.

The imposition of restrictions on acquisitions of agricultural properties by foreign nationals in the countries where we operate may materially restrict the development of our business in such countries.

Depending on the assets and/or activities that the company undertakes in Argentina, limitations could be imposed on holding percentages by foreigners in accordance with Law No. 26,737 “Régimen de Protección al Dominio Nacional sobre la Propiedad, Posesión o Tenencia de las Tierras Rurales” which regulates, with respect to foreigners or companies controlled by foreigners, the limits to the ownership and possession of rural lands, regardless of their intended use or production destination.

Law No. 26,737 was repealed by section 154 of Decree No. 70/2023. Following this repeal, a class action was filed against the Argentine Government, requesting the unconstitutionality and cancellation of section 154 of the Decree No. 70/2023, which repealed Law 26,737. Initially, this action was dismissed by the courts. However, on March 21, 2024, the Federal Court of Appeals of La Plata overturned that ruling and declared section 154 of the Decree No. 70/2023 unconstitutional. Although the ruling of the Federal Court of Appeals of La Plata is not final, the declaration of unconstitutionality of section 154 of Decree No. 70/2023 has temporarily reinstated the limits set forth by Law No. 26,737. Therefore, these limits are currently in effect, pending the final decision of the Supreme Court. In regards to Brazil, for further information concerning this subject, please see “Risks relating to Brazil - The imposition of restrictions on acquisitions of agricultural properties by foreign nationals in Brazil may materially restrict the development of our investment in BrasilAgro.”

A global economic recession could decrease the demand for our products or lower prices.

The demand for the products we sell may be affected by international, national and local economic conditions that are beyond our control. Adverse changes in the real or perceived economic climate, such as rising fuel prices, higher interest rates, falls and / or volatility of real estate and real estate markets, more restrictive credit markets, higher taxes and changes in government policies could reduce the level of demand or prices of the products we produce. We cannot predict the time or duration, magnitude or strength of this slowdown or economic recovery. If a recession continues for a prolonged period of time or worsens, we may experience a declined in long period of declining demand and prices. In addition, economic recessions have and can negatively affect our suppliers, which can lead to interruptions in goods and services and financial losses.

28

An international credit crisis could have a negative impact on our major customers which in turn could materially adversely affect our results of operations and liquidity.

An international credit crisis as the one that occurred in 2008 may have a significant negative impact on businesses around the world. Although we believe that available borrowing capacity under the current conditions and proceeds resulting from potential farmland sales will provide us with sufficient liquidity, the impact of the crisis on our major customers cannot be predicted and may be quite severe. A disruption in the ability of our significant customers to access liquidity could cause serious disruptions or an overall deterioration of their businesses which could lead to a reduction in their future orders of our products and the inability or failure on their part to meet their payment obligations to us, any of which could have a material adverse effect on our results of operations and liquidity.

Delays or failures in the delivery of raw materials used by us and our suppliers could have an adverse effect on us.

We depend on suppliers to provide us with fertilizers, seeds, other raw materials and machinery services. Possible delays in the delivery of such items may delay our planting efforts until we are able to establish agreements with other suppliers, or may delay our harvest in case of delay in delivery of machinery. Accordingly, any delays, failures or defects in the delivery of raw materials or inputs or with regard to the provision of services to us by our suppliers could adversely affect our business and results of operations.

We do not maintain insurance over all our crop storage facilities; therefore, if a fire or other disaster damages some or all of our harvest, we will not be completely covered.

Our production is, in general, subject to different risks and hazards, including adverse weather conditions, fires, diseases, pest infestations and other natural phenomena, as well as theft or other unexpected loss of grains or fertilizers and supplies. We store a significant portion of our grain production during harvest due to the seasonal drop in prices that normally occurs at that time. Currently, we store a significant portion of our grain production in plastic silos. We do not maintain insurance on our plastic silos. Although our plastic silos are placed in several different locations, and it is unlikely that a natural disaster affects all of them simultaneously, a fire or other natural disaster which damages the stored grain, particularly if such event occurs shortly after harvesting, could have an adverse effect on our operating results and financial condition.

29

We could be materially and adversely affected by our investment in BrasilAgro.

We consolidated our financial statements with BrasilAgro. BrasilAgro was formed on September 23, 2005 to exploit opportunities in the Brazilian agricultural sector. BrasilAgro seeks to acquire and develop future properties to produce a diversified range of agricultural products (which may include sugarcane, grains, cotton, forestry products and livestock). BrasilAgro is a company that has been operating since 2006. As a result, it has a developing business strategy and an established track record. BrasilAgro’s business strategy may not be successful, and if not successful, BrasilAgro may be unable to successfully modify its strategy. BrasilAgro’s ability to implement its proposed business strategy may be materially and adversely affected by many known and unknown factors. If we were to write-off our investments in BrasilAgro, this would likely materially and adversely affect our business. As of June 30, 2024, we owned 35.22% (net of treasury shares) of the outstanding common shares of BrasilAgro.

30

Changes in facts and circumstances may affect our accounting consolidation over BrasilAgro.

As of June 30, 2024, we owned 35.22% net of treasury shares of the outstanding common shares of BrasilAgro. We concluded that on accounting basis we exercise “de facto control” on BrasilAgro, based on the following: (i) the percentage and concentration of our voting rights, and the absence of the shareholders with significant voting rights (ii) the record of attendance to Shareholders’ Meetings and the record of votes cast by the other shareholders; and (iii) the effective control exercised by us to direct BrasilAgro’s relevant activities through the Board of Directors, where we appointed five out of nine board members. However, changes in fact pattern that we assessed might result in deconsolidation from an accounting perspective. 

Labor relations could negatively impact us.

As of June 30, 2024, approximately 36% of our employees in our Agricultural Business in Argentina were represented by unions under collective agreements. While we currently enjoy good relations with our employees and unions, we cannot assure that such good labor relations will continue in the future positively or that their eventual deterioration does not affect us materially or negatively.

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 reserves.

Our activities are subject to a wide set of federal, state and local laws and regulations relating to the protection of the environment, which impose various environmental obligations. Obligations include compulsory maintenance of certain preserved areas in our properties, management of pesticides and associated hazardous waste and the acquisition of permits for water use. Our proposed business is likely to involve the handling and use of hazardous materials that may cause the emission of certain regulated substances. In addition, the storage and processing of our products may create hazardous conditions. We could be exposed to criminal and administrative penalties, in addition to the obligation to remedy the adverse effects of our operations on the environment and to indemnify third parties for damages, including the payment of penalties for non-compliance with these laws and regulations. Since environmental laws and their enforcement are becoming more stringent in Argentina, our capital expenditures and expenses for environmental compliance may substantially increase in the future. In addition, due to the possibility of future regulatory or other developments, the amount and timing of environmental-related capital expenditures and expenses may vary substantially from those currently anticipated. The cost of compliance with environmental regulation may result in reductions of other strategic investments which may consequently decrease our profits. Any material unforeseen environmental costs may have a material adverse effect on our business, results of operations, financial condition or prospects. We cannot ensure that our internal processes and controls may be sufficient to comply with the extensive environmental regulation.

As of June 30, 2024, we owned land reserves extending over more than 331,214 hectares that were purchased at very attractive prices. In addition, we have a concession over 132,000 hectares reserved for future development. We believe that there are technological tools available to improve productivity in these farmlands and, therefore, achieve returns in the long term. However, current or future environmental regulations could prevent us from fully developing our land reserves by requiring that we maintain part of this land as natural woodlands not to be used for production purposes.

New restrictions on agricultural and food products we produce that contain genetically modified organisms could be established resulting in a potential adverse effect on our business.

Our agricultural products contain genetically modified organisms in varying proportions according to the year and the country of production. The use of genetically modified organisms in food has been achieved with varying degrees of acceptance in the markets in which we operate. Argentina and Brazil, for example, have approved the use of genetically modified organisms in food products, and genetically modified organisms and non-genetically modified organisms grains in those countries are produced and mixed frequently during the process of grain origination. Elsewhere, adverse publicity about genetically modified foods has led to Government regulation that limits sales of genetically modified organisms products. It is possible that new restrictions may be imposed on genetically modified organisms products in the main markets for some of our products, which could have an adverse effect on our business, equity and the result of our operations.

31

If our products become contaminated, we may be subject to product liability claims, product withdrawals and export restrictions that could adversely affect our business.

While we are subject to strict production protocols, the sale of products implies the risk of injury to consumers. These injuries may result from manipulation by third parties, bioterrorism, product contamination or deterioration, including the presence of bacteria, pathogens, foreign objects, substances, chemicals, other agents or waste introduced during the growth phases, storage, handling or transport.

We cannot be sure that the consumption of our products will not cause a health-related illness in the future or that we will not be subject to claims or judgments related to such matters. Even if a product liability claim is unsuccessful or not fully realized, the negative publicity surrounding any claim that our products caused a disease or injury could negatively affect our reputation with current and potential customers and our image as a Company, and we could also incur significant incidents. In addition, claims or liabilities of this nature may not be covered by any compensation or contribution rights we may have against others, which could have a material adverse effect on our business, equity status and the result of our operations.

We hold Argentine securities which might be more volatile than U.S. securities and carry a greater risk of default.

We currently have and in the past have had certain investments in Argentine Government debt securities, corporate debt securities, and equity securities. In particular, we hold a significant interest in IRSA, an Argentine company that has suffered material losses, particularly during the fiscal years 2001 and 2002. Although our holding of these investments, excluding IRSA, tends to be short term, investments in such securities involve certain risks, including market volatility, which is higher than those typically associated with U.S. Government and corporate securities, and loss of principal.

Some of the issuers in which we have invested and may invest in the future, including the Argentine Government, have in the past experienced substantial difficulties in servicing their debt obligations, which have led to the restructuring of certain indebtedness. We cannot assure that the issuers in which we have invested or may invest will not be subject to similar or other difficulties in the future which may adversely affect the value of our investments in such issuers. In addition, such issuers and, therefore, such investments, are generally subject to the risks that are described in this section with respect to us, and, thus, could have little or no value.

Risks Relating to our Business

Our level of debt may adversely affect our operations and our ability to pay our debt as it becomes due and our capacity to successfully access the local and international markets on favorable terms affects our cost of funding.

As of June 30, 2024, Cresud’s consolidated financial gross debt amounted to ARS 822,535 million. We cannot assure you that we will have sufficient cash flows and adequate financial capacity to finance our business in the future. Cresud is generating sufficient funds from its operating cash flows to meet our debt service obligations and its ability to obtain new financing is adequate, however, considering the current availability of loan financing in Argentina, we cannot assure you that we will have sufficient cash flows and adequate financial structure in the future.

Our leverage may affect our ability to refinance existing debt or borrow additional funds to finance working capital requirements, acquisitions and capital expenditures. In addition, the macroeconomic conditions of Argentine markets, may adversely impact our ability to refinance existing debt and the availability and cost of credit in the future. In such conditions, access to equity and debt financing options may be restricted and it may be uncertain how long these economic circumstances may last. This would require us to allocate a substantial portion of cash flow to repay capital and interest, thereby reducing the amount of money available to invest in operations, including acquisitions and capital expenditures. Furthermore, our leverage could also affect our competitiveness and limit our ability to pay our debt due to changes in market conditions, changes in the real estate industry and/or future economic downturns.

32

The success of our businesses and the feasibility of our transactions depend on the continuity of investments in the real estate markets and our ability to access capital and debt financing. In the long term, lack of confidence in real estate investment and lack of access to credit for acquisitions could restrict growth.

Our credit ratings are an important part of maintaining our liquidity. Any downgrade in credit ratings could potentially increase our borrowing costs or, depending on the severity of the downgrade, substantially limit our access to capital markets, require us to make cash payments or post collateral and permit termination by counterparties of certain significant contracts. Factors that may impact our credit ratings include, among others, debt levels, planned asset purchases or sales, and near-term and long-term growth opportunities. A ratings downgrade could adversely impact our ability to access debt markets in the future, increase the cost of future debt, and potentially require us to post letters of credit for certain obligations.

If we cannot satisfy our debt service requirements or if we default on any financial or other covenants in our debt arrangements, the lenders and/or holders of our securities will be able to accelerate the maturity of such debt or default under other debt arrangements. Our ability to service debt obligations or to refinance them will depend upon our future financial and operating performance, which will, in part, be subject to factors beyond our control such as macroeconomic conditions and regulatory changes in Argentina. If we cannot obtain future financing, we may have to delay or abandon some or all of our planned capital expenditures, which could adversely affect our ability to generate cash flows and repay our obligations as they become due.

For more information see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and capital resources—Indebtedness”.

We depend on our chairman and senior management.

Our success depends, to a significant extent, on the continued employment of Mr. Eduardo S. Elsztain, our chairman, and Alejandro G. Elsztain, our chief executive officer, and second vice-chairman. The loss of their services for any reason could have a material adverse effect on our business. If our current principal shareholders were to lose their influence on the management of our business, our principal executive officers could resign or be removed from office.

Our future success also depends in part upon our ability to attract and retain other highly qualified personnel. We cannot assure you that we will be successful in hiring or retaining qualified personnel, or that any of our personnel will remain employed by us.

Cybersecurity events could negatively affect our reputation, our financial condition and our results of operations.

We rely on the efficient and uninterrupted operation of our platforms, data processing networks, communication, and internet-based information exchange. We have access to large amounts of information and control a substantial amount of assets through online platforms. Therefore, a cybersecurity breach represents a significant risk for us.

Although our operations do not rely exclusively on the internet, cybersecurity remains a critical risk for the Company. We depend on digital systems to manage financial, operational and administrative information. These systems can be subject to cyber intrusions, viruses, ransomware, denial-of-service attacks, phishing, identity theft, and other disruptions that could affect our operations and cause financial losses or damage to our reputation.

We have implemented robust security measures, including multi-factor authentication and constant cybersecurity monitoring in our environment, to protect information and systems. We also raise awareness among our employees about cybersecurity practices to reduce risks. Despite these efforts, we cannot guarantee that our systems are completely free of vulnerabilities.

33

In the event of a significant cyberattack, we could face disruptions in our operations, fraud, or theft of sensitive information that negatively affect our financial situation and shareholder confidence. Additionally, insurance coverage may not be sufficient to cover all potential losses, which could have a negative impact on our business.

Although we intend to continue implementing and updating our security technology devices and operational procedures to prevent cybersecurity damage, it is possible that our systems are not free of vulnerabilities and that these security countermeasures could be defeated. If any of these events occur, our reputation could be damaged, affecting our business, as well as our results of operations and financial condition.

The Investment Company Act may limit our future activities.

Under Section 3(a)(3) of the Investment Company Act, an investment company is defined in relevant part to include any company that owns or proposes to acquire investment securities that have a value exceeding 40% of such company’s unconsolidated total assets (exclusive of U.S. Government securities and cash items). Investments in minority interests of related entities as well as majority interests in consolidated subsidiaries which themselves are investment companies are included within the definition of “investment securities” for purposes of the 40% limit under the Investment Company Act.

Companies that are investment companies within the meaning of the Investment Company Act, and that do not qualify for an exemption from the provisions, are required to register with the SEC and are subject to substantial regulations with respect to capital structure, operations, transactions with affiliates and other matters. In the event such companies do not register under the Investment Company Act, they may not, among other things, conduct public offerings of their securities in the United States or engage in interstate commerce in the United States. Moreover, even if we desired to register with the SEC as an investment company, we could not do so without an order of the SEC because we are a non-U.S. corporation, and it is unlikely that the SEC would issue such an order.

As of June 30, 2024, we owned approximately 55.40% equity interest in IRSA (net of treasury shares). Although we believe we are not an “investment company” for purposes of the Investment Company Act, our belief is subject to substantial uncertainty, and we cannot give you any assurance that we would not be determined to be an “investment company” under the Investment Company Act. As a result, the uncertainty regarding our status under the Investment Company Act may adversely affect our ability to offer and sell securities in the United States or to U.S. persons. The U.S. capital markets have historically been an important source of funding for us, and our ability to obtain financing in the future may be adversely affected by a lack of access to the U.S. markets. If an exemption under the Investment Company Act is unavailable to us in the future and we desire to access the U.S. capital markets, our only recourse would be to file an application to the SEC for an exemption from the provisions of the Investment Company Act which is a lengthy and highly uncertain process.

Moreover, if we offer and sell securities in the United States or to U.S. persons and we were deemed to be an investment company under the investment company act and not exempted from the application of the Investment Company Act, contracts we enter into in violation of, or whose performance entails a violation of, the Investment Company Act, including any such securities, may not be enforceable against us.

Risks Relating to IRSA’s business in Argentina

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

IRSA’s shopping malls are subject to various factors that affect their development, administration and profitability, including:

· declines in lease prices or increases in levels of default by our tenants due to economic conditions;

· increases in interest rates and other factors outside our control;

· the accessibility and attractiveness of the areas where our shopping malls are located;

34

· the intrinsic attractiveness of the shopping mall;

· the flow of people and the level of sales of rental units in our shopping malls;

· the increasing competition from internet sales;

· the amount of rent collected from tenants at our shopping malls;

· changes in consumer demand and availability of consumer credit, both of which are highly sensitive to general macroeconomic conditions; and

· fluctuations in occupancy levels in our shopping malls.

An increase in our operating costs could also have a material adverse effect on us if our tenants were to become unable to pay higher rent we may be required to impose as a result of increased expenses. Moreover, the shopping mall business is closely related to consumer spending and affected by prevailing economic conditions. All of our shopping malls and commercial properties are located in Argentina, and consequently, these operations may be adversely affected by recession or economic uncertainty in Argentina. Persistently poor economic conditions could result in a decline in consumer spending which could have a material adverse effect on shopping mall revenue.

IRSA’s performance is subject to the risks associated with its properties and with the real estate industry.

IRSA’s operating performance and the value of its real estate assets, and as a result, the value of its securities, are subject to the risk that its properties may not be able to generate sufficient revenue to meet its operating expenses, including debt service and capital expenditures, its cash flow needs and its ability to service our debt service obligations. Events or conditions beyond its control that may adversely affect its operations or the value of its properties include:

· downturns in national, regional and local economies;

· decrease in consumer spending and consumption;

· competition from other shopping malls and sales outlets;

· local real estate market conditions, such as oversupply or lower demand for retail space;

· changes in interest rates and availability of financing;

· the exercise by our tenants of their right to early termination of their leases;

· vacancies, changes in market rental rates and the need to periodically repair, renovate and re-lease space;

· increased operating costs, including insurance expenses, salary increases, utilities, real estate taxes, federal and local taxes and higher security costs;

· the impact of losses resulting from civil disturbances, strikes, natural disasters, terrorist acts or acts of war;

· significant fixed expenditures associated with each investment property, such as debt service payments, real estate taxes, insurance and maintenance costs;

35

· declines in the financial condition of our tenants and our ability to collect rents when due;

· changes in our or our tenants’ ability to provide for adequate maintenance and insurance that result in a reduction in the useful life of a property; and

· changes in law or governmental regulations (such as those governing usage, zoning and real property taxes) or changes in the exchange controls or government action (such as expropriation).

If any one or more of the foregoing conditions were to affect IRSA’s activities, this could have a material adverse effect on our financial condition and results of operations, and as a result, on the Company’s results.

IRSA could be adversely affected by decreases in the value of its investments.

IRSA’s investments are exposed to the risks generally inherent to the real estate industry, many of which are out of our control. Any of these risks could adversely and materially affect IRSA’s business, financial condition and results of operations. Any returns on capital expenditures associated with real estate are dependent upon sales volumes and/or revenue from leases and the expenses incurred. In addition, there are other factors that may adversely affect the performance and value of a property, including local economic conditions prevailing in the area where the property is located, macroeconomic conditions in Argentina and globally, competition, IRSA’s ability to find lessees and their ability to perform on their leases, changes in legislation and in governmental regulations (such as the use of properties, urban planning and real estate taxes) as well as exchange controls (given that the real estate market in Argentina relies on the U.S. dollar to determine valuations), variations in interest rates (including the risk of an increase in interest rates that reduces sales of lots for residential development) and the availability of third party financing. In addition, and given the relative illiquidity of the Argentine real estate market, we could be unable to effectively respond to adverse market conditions and/or be compelled to undersell one or more properties. Some significant expenses, such as debt service, real estate taxes and operating and maintenance costs do not fall when there are circumstances that reduce the revenue from an investment, increasing our relative expenditures. These factors and events could impair IRSA’s ability to respond to adverse changes in the returns on IRSA’s investments, which in turn could have an adverse effect on our financial position and the results of IRSA’s operations.

IRSA’s level of debt may adversely affect its operations and its ability to pay its debt as it becomes due and its capacity to successfully access the local and international markets on favorable terms affects its cost of funding.

As of June 30, 2024, IRSA’s consolidated financial gross debt amounted to ARS 366,754 million. IRSA is generating sufficient funds from their operating cash flows to meet their debt service obligations and their ability to obtain new financing is adequate. Considering the current availability of loan financing in Argentina, we cannot assure you that IRSA will have sufficient cash flows and adequate financial structure in the future. For more information see “Item 10. Additional Information—D. Exchange Controls.”

IRSA’s leverage may affect IRSA’s ability to refinance existing debt or borrow additional funds to finance working capital requirements, acquisitions and capital expenditures. Access to equity and debt financing options may be restricted and it may be uncertain how long these economic circumstances may last. This would require IRSA to allocate a substantial portion of cash flow to repay principal and interest, thereby reducing the amount of money available to invest in operations, including acquisitions and capital expenditures.

IRSA may not be able to generate sufficient cash flows from operations to satisfy IRSA’s debt service requirements or to obtain future financing. If IRSA cannot satisfy IRSA’s debt service requirements or if IRSA defaults on any financial or other covenants in its debt arrangements, the lenders and/or holders of IRSA’s securities will be able to accelerate the maturity of such debt or default under other debt arrangements. IRSA’s ability to service debt obligations or to refinance them will depend upon our future financial and operating performance, which will, in part, be subject to factors beyond its control such as macroeconomic conditions and regulatory changes in Argentina. If IRSA cannot obtain future financing, IRSA may have to delay or abandon some or all of its planned capital expenditures, which could adversely affect IRSA’s ability to generate cash flows and repay its obligations as they become due.

36

For more information see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and capital resources—Indebtedness”.

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

As of June 30, 2024, most of IRSA’s revenue from leases and services provided by the Shopping Malls segment derived from properties located in the City of Buenos Aires and the Greater Buenos Aires metropolitan area. In addition, all of IRSA’s office buildings are located in Buenos Aires and a substantial portion of IRSA’s revenue is derived from such properties. Although IRSA owns properties and may acquire or develop additional properties outside Buenos Aires and the Greater Buenos Aires metro area, IRSA could be largely affected by economic conditions or by other effects which could affect these high populated areas. Consequently, an economic downturn in those areas could cause a reduction in our rental income and adversely affect its ability to comply with IRSA’s debt service and fund operations.

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

Although no single tenant represents more than 6.0% of IRSA’s revenues in any fiscal year, if a significant number of tenants at its retail or office properties were to experience financial difficulties, including bankruptcy, insolvency or a general downturn of business, or if IRSA failed to retain them, IRSA’s business could be adversely affected. Further, IRSA’s shopping malls typically have a significant “anchor” tenant, such as well-known department stores, that generate consumer traffic at each mall. A decision by such tenants to cease operating at any of IRSA’s shopping mall properties could have a material adverse effect on our financial condition and the results of our operations. In addition, the closing of one or more stores that attract consumer traffic may motivate other tenants to terminate or to not renew their leases, to seek rent concessions and/or close their stores. Moreover, tenants at one or more properties might terminate their leases as a result of mergers, acquisitions, consolidations, dispositions or bankruptcies. The bankruptcy and/or closure of multiple stores, if IRSA is not able to successfully release the affected space, could have a material adverse effect on both the operating revenue and underlying value of the properties involved.

IRSA may face risks associated with acquisitions of properties.

As part of IRSA’s growth strategy, IRSA has acquired, and intends to do so in the future, properties, including large properties, that tend to increase the size of our operations and potentially alter our capital structure. Although IRSA believes that the acquisitions IRSA has completed in the past and that IRSA expects to undertake enhance IRSA’s financial performance, the success of such transactions is subject to a number of uncertainties, including the risk that:

· IRSA may not be able to obtain financing for acquisitions on favorable terms;

· acquired properties may fail to perform as expected;

· the actual costs of repositioning or redeveloping acquired properties may be higher than IRSA’s estimates;

· acquired properties may be located in new markets where IRSA may have limited knowledge and understanding of the local economy, absence of business relationships in the area or are unfamiliar with local governmental and permitting procedures; and

· IRSA may not be able to efficiently integrate acquired properties, particularly portfolios of properties, into IRSA’s organization and to manage new properties in a way that allows it to realize cost savings and synergies.

37

IRSA’s future acquisitions may not be profitable.

IRSA seeks to acquire additional shopping malls to the extent IRSA manages to acquire them on favorable terms and conditions and they meet our investment criteria. Acquisitions of commercial properties entail general investment risks associated with any real estate investment, including:

· IRSA’s estimates of the cost of improvements needed to bring the property up to established standards for the market may prove to be inaccurate;

· properties IRSA acquires may fail to achieve, within the time frames we project, the occupancy or rental rates we expect to achieve at the time we make the decision to acquire, which may result in the properties’ failure to achieve the returns we projected;

· IRSA’s pre-acquisitions evaluation and the physical condition of each new investment may not detect certain defects or identify necessary repairs, which could significantly increase our total acquisition costs; and

· IRSA’s investigation of a property or building prior to its acquisition, and any representations IRSA may receive from the seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the property or increase our acquisition cost.

If IRSA acquires a business, IRSA will be required to merge and integrate the operations, personnel, accounting and information systems of such acquired business. In addition, acquisitions of or investments in companies may cause disruptions in our operations and divert management’s attention away from day-to-day operations, which could impair our relationships with our current tenants and employees.

An adverse economic environment for real estate companies and the credit crisis may adversely affect IRSA’s results of operations.

The success of IRSA’s business and profitability of its operations depend on continued investment in real estate and access to long-term financing. A prolonged crisis of confidence in real estate investments and lack of credit for acquisitions may constrain IRSA’s growth and the maintenance of our current business and operations. As part of our strategy, IRSA intends to increase our properties portfolio through strategic acquisitions at favorable prices, where IRSA believe it can bring the necessary expertise to enhance property values. In order to pursue acquisitions, IRSA may require capital or debt financing. Disruptions in the financial markets may adversely impact IRSA’s ability to refinance existing debt and the availability and cost of credit in the future. Any consideration of sales of existing properties or portfolio interests may be offset by lower property values. IRSA’s ability to make scheduled payments or to refinance its existing debt obligations depends on IRSA’s operating and financial performance, which in turn is subject to prevailing economic conditions. If disruptions in financial markets prevail or arise in the future, IRSA cannot provide assurances that Argentine Government responses to such disruptions will restore investor confidence.

In September 2021, Evergrande, one of China’s largest real estate companies, announced that it would be unable to meet its debt obligations. Since then, the markets have been negatively impacted by the announcement. In August 2023, Evergrande filed for bankruptcy, seeking recognition of foreign restructuring proceedings before the High Court of Hong Kong and the High Court of the Eastern Caribbean Supreme Court of the British Virgin Islands.

In January 2024, the High Court of Hong Kong ordered Evergrande to liquidate its subsidiary in mainland China following a failed attempt to restructure USD 300 billion owed to its creditors. Liquidators have begun legal actions to recover around USD 6 billion from various defendants, including former executives.

The real estate sector in China accounts for approximately 30% of the China’s economic activity, and more than two-thirds of household wealth is tied to the real estate sector.

38

We cannot predict whether, and to what extent, the uncertainty of the property crisis in China may and how will affect our business, stabilize the markets or increase liquidity and the availability of credit.

IRSA’s revenue and profit may be materially and adversely affected by continuing inflation and economic activity in Argentina.

IRSA’s business is mainly driven by consumer spending since a portion of the revenue from its Shopping Mall segment derives directly from the sales of our tenants, whose revenue relies on the sales to consumers. As a result, IRSA’s revenues and net income are impacted to a significant extent by economic conditions in Argentina, including the development in the textile industry and domestic consumption. Consumer spending is influenced by many factors beyond IRSA’s control, including consumer perception of current and future economic conditions, inflation, political uncertainty, rates of employment, interest rates, taxation and currency exchange rates. Any continuing economic slowdown, whether actual or perceived, could significantly reduce domestic consumer spending in Argentina and therefore adversely affect our business, financial condition and results of operations.

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

IRSA owns several plots of land which are not zoned for our intended development plans. In addition, IRSA has not yet applied for the required land-use, building, occupancy and other required governmental permits and authorizations for these properties. We cannot assure you that IRSA will continue to be successful in its attempts to rezone land and to obtain all necessary permits and authorizations, or that rezoning efforts and permit requests will not be delayed or rejected. Moreover, IRSA may be affected by building moratorium and anti-growth legislation. If IRSA is unable to obtain the governmental permits and authorizations we need to develop our present and future projects as planned, IRSA may be forced to make unwanted modifications to such projects or abandon them altogether.

IRSA may face risks associated with land-takings in Argentina.           

Land-taking is a long-standing problem in Argentina that has escalated throughout the years with every economic crisis.

The spread of land takes has revived an old debate in Argentina. There is a conflict between two groups that claim, on the one hand, a right to decent housing, and on the other hand a group that claims that the right to private property should be respected Argentina’s constant and cyclical economic crises over the past 50 years have also caused poverty to rise sharply, so less people can access a roof, resulting in a housing deficit.

As a consequence, we cannot provide assurance that Argentine Government responses to such disruptions will restore investor confidence in Argentine lands, which could have an adverse impact on our financial condition and results of operations.

IRSA’s dependence on rental income may adversely affect IRSA’s ability to meet IRSA’s debt obligations.

A substantial part of IRSA’s revenue is derived from rental income. As a result, IRSA’s performance depends on its ability to collect rent from IRSA’s tenants. IRSA’s revenue and profits would be negatively affected if a significant number of its tenants or any significant tenant were to:

· delay lease commencements;

· decline to extend or renew leases upon expiration;

· fail to make rental payments when due; or

· close stores or declare bankruptcy.

39

Any of these actions could result in the termination of leases and the loss of related rental income. In addition, IRSA cannot assure you that any tenant whose lease expires will renew that lease or that we will be able to re-let the space on economically reasonable terms. The loss of rental revenue from a number of our tenants and IRSA’s inability to replace such tenants may adversely affect our profitability and its ability to comply with our debt service obligations. These factors are particularly disruptive in the context of emergency situations, such as pandemics or epidemics, which may cause significant adverse impacts on our business.

It may be difficult to buy and sell real estate quickly and transfer restrictions may apply to part of IRSA’s portfolio of properties.

Real estate investments are relatively illiquid and this tends to limit our ability to change the mix of IRSA’s portfolio in response to economic circumstances or other conditions. In addition, significant expenditures associated with each investment, such as mortgage payments (if any), real estate taxes and maintenance costs, are generally not reduced when an investment generates lower revenue. If revenue from a property declines while expenses remain the same, our results of operations would be adversely affected. Certain properties are mortgaged and if we were unable to meet our underlying payment obligations, we could suffer losses as a result of foreclosures on those mortgaged properties. Furthermore, if we are required to dispose of one or more of our mortgaged properties, we would not be able to obtain release of the mortgage interest without payment of the associated debt. The foreclosure of a mortgage on a property or inability to sell a property could adversely affect our business. In this kind of transactions, we may agree not to sell the acquired properties for a considerable time which could affect our results of operations.

IRSA’s ability to grow will be limited if IRSA cannot obtain additional financing.

Although IRSA is liquid as of the date of this Annual Report, IRSA must maintain liquidity to fund its working capital, service its outstanding indebtedness and finance investment opportunities. Without sufficient liquidity, IRSA could be forced to curtail its operations or may not be able to pursue new business opportunities.

IRSA’s growth strategy is focused on the development and redevelopment of properties IRSA already owns and the acquisition of additional properties for development. As a result, IRSA is likely to have to depend to an important degree on the availability of capital financing, which may or may not be available on favorable terms if at all. IRSA cannot assure you that additional financing, refinancing or other capital will be available in the amounts IRSA requires or on favorable terms. IRSA’s access to debt or equity capital markets depends on a number of factors, including the market’s perception of IRSA’s growth potential, IRSA’s ability to pay dividends, IRSA’s financial condition, IRSA’s credit rating and its current and potential future earnings. Depending on these factors, we could experience delays or difficulties in implementing IRSA’s growth strategy on satisfactory terms or at all.

The capital and credit markets for Argentina have been experiencing extreme volatility and disruption since the last years. If IRSA’s current resources do not satisfy our liquidity requirements, IRSA may have to seek additional financing. The availability of financing will depend on a variety of factors, such as economic and market conditions, the availability of credit and our credit ratings, as well as the possibility that lenders could develop a negative perception of the prospects of risk in Argentina, of IRSA’s company or the industry generally. IRSA may not be able to successfully obtain any necessary additional financing on favorable terms, or at all.

A downgrade in IRSA’s credit rating could negatively impact our cost of and ability to access capital.

IRSA’s credit ratings are an important part of maintaining its liquidity. Any downgrade in credit ratings could potentially increase IRSA’s borrowing costs or, depending on the severity of the downgrade, substantially limit IRSA’s access to capital markets, require IRSA to make cash payments or post collateral and permit termination by counterparties of certain significant contracts. Factors that may impact IRSA’s credit ratings include, among others, debt levels, planned asset purchases or sales, and near-term and long-term growth opportunities. Factors such as liquidity, asset quality, cost structure, product mix, and others are also considered by the rating agencies. A ratings downgrade could adversely impact IRSA’s ability to access debt markets in the future, increase the cost of future debt, and potentially require IRSA to post letters of credit for certain obligations.

40

Adverse incidents that occur in IRSA’s shopping malls may result in damage to IRSA’s reputation and a decrease in the number of customers.

Given that IRSA’s shopping malls are open to the public, with significant circulation of people, accidents, theft, robbery, public protest, pandemic effects and other incidents may occur in our facilities, regardless of the preventative measures we adopt. If such an incident or series of incidents occurs, shopping mall customers and visitors may choose to visit other shopping venues that they believe are safer, which may cause a reduction in the sales volume and operating income of our shopping malls.

Argentine laws governing leases impose restrictions that limit IRSA’s flexibility.

Argentine laws governing leases impose certain restrictions. In December 2023, the current Argentine administration approved Decree No. 70/2023, which modifies certain aspects of lease agreements in Argentina, repeals Law No. 27,551 and amends certain sections of the Argentine Civil and Commercial Code. The following are the main aspects of the real estate leasing sector that were modified through Decree No. 70/2023: (i) the legal minimum terms applicable to leases have been removed and, if no term is specified in the lease agreement, the default term under the Argentine Civil and Commercial Code is two years for permanent residential leases with or without furniture or three years for other uses and for temporary leases; (ii) rent can be set in pesos or foreign currency and, if it is set in a foreign currency, the tenant cannot require the landlord to accept payment in a different currency; and (iii) the parties may freely agree on the payment frequency, which cannot be less than one month.

Under the Argentine laws governing leases, IRSA is exposed to the risk of exercise of rescission rights by its tenants, which could materially and adversely affect our business and results of operations. IRSA cannot assure you that its tenants will not exercise such right, especially if rental rates stabilize or decline in the future or if economic conditions continue to deteriorate. In addition, IRSA cannot predict at this time how Decree No. 70/2023 may affect its business, result of operations or financial condition.

IRSA may be liable for certain defects in IRSA’s buildings.

The Argentine Civil and Commercial Code imposes liability for real estate developers, builders, technical project managers and architects in case of hidden defects in a property for a period of three years from the date title on the property is tendered to the purchaser, even when those defects did not cause significant property damage. If any defect affects the structural soundness or makes the property unfit for use, the liability term is ten years.

In IRSA’s real estate developments, IRSA usually act as developers and sellers while construction generally is carried out by third party contractors. Absent a specific claim, IRSA cannot quantify the potential cost of any obligation that may arise as a result of a future claim, and IRSA has not recorded provisions associated with them in IRSA’s financial statements. If IRSA was required to remedy any defects on completed works, our financial condition and results of operations could be adversely affected.

IRSA could have losses if we have to resort to eviction proceedings in Argentina to collect unpaid rent because such proceedings are complex and time-consuming.

Although Argentine law permits filing of an executive proceeding to collect unpaid rent and a special proceeding to evict tenants, eviction proceedings in Argentina are complex and time-consuming. Historically, the heavy workloads of the courts and the numerous procedural steps required have generally delayed landlords’ efforts to evict tenants. Eviction proceedings generally take between six months and two years from the date of filing of the suit to the time of actual eviction.

Historically, IRSA has sought to negotiate the termination of leases with defaulting tenants after the first few months of non-payment in an effort to avoid legal proceedings. Delinquency may increase significantly in the future, and such negotiations with tenants may not be as successful as they have been in the past. Moreover, new Argentine laws and regulations may forbid or restrict eviction, and in each such case they would likely have a material and adverse effect on our financial condition and results of operations.

41

Climate change may have adverse effects on IRSA’s business.

We, our customers, and communities in which we operate, may be adversely affected by the physical risks of climate change, including increases in temperatures, sea levels, and the frequency and severity of adverse climatic events including fires, storms, floods and droughts. These effects, whether acute or chronic in nature, may directly impact us and our customers through disruptions to business and economic activity or impacts on income and asset values.

Climate change implies multiple drivers of financial risk that could adversely affect us:

· Transition risks: the move to a low-carbon economy, both at idiosyncratic and systemic levels -such as through policy, regulatory and technological changes, and business and consumers preferences- could increase our expenses and impact our strategies.

· Physical risks: discrete events, such as flooding and wildfires, and extreme weather impacts and longer-term shifts in climate patterns, such as extreme heat, sea level rise and more frequent and prolonged drought, which could result in financial losses that could impair asset values and the creditworthiness of our customers. Such events could disrupt our operations or those of our customers or third parties on which we rely and do business with.

· Liability risks: parties who may suffer losses from the effects of climate change may seek compensation from state entities, regulators, investors and lenders, among others.

· Credit risks: physical climate change could lead to increased credit exposure and companies with business models not aligned with the transition to a low-carbon economy may face a higher risk of reduced corporate earnings and business disruption due to new regulations or market shifts.

· Market and liquidity risks: market and liquidity changes in the most carbon-intensive sectors could affect energy and commodity prices, corporate bonds, equities and certain derivatives contracts. Increasing frequency of severe weather events could affect macroeconomic conditions, weakening fundamental factors such as economic growth, employment and inflation. Companies could face liquidity risks derived from cash outflows targeted to improve their reputation in the market or solve climate-related problems.

· Operational risks: severe weather events could directly impact business continuity and operations both of customers and ours operations.

· Regulatory compliance risks: increased regulatory compliance risk may result from the increasing pace, breadth and depth of regulatory expectations requiring implementation in short timeframes across multiple jurisdictions and from changes in public policy, laws and regulations in connection with climate change and related environmental sustainability matters.

· Conduct risks: increasing demand for “green” products where there are differing and developing standards or taxonomies.

· Reputational risk: our reputation and client relationships may be damaged as a result of our practices and decisions related to climate change, social and environmental matters, or to the practices or involvement of our clients vendors or suppliers, in certain industries or projects associated with causing or exacerbating climate change.

42

Initiatives to mitigate or respond to climate change may impact market and asset prices, economic activity, and customer behavior, particularly in emissions intensive industry sectors and geographies affected by these changes. Any of the conditions described above, or failure to effectively manage and disclose these risks could adversely affect our business, prospects, reputation, financial performance or financial condition.

The recurrence of a credit crisis could have a negative impact on IRSA’s major customers, which in turn could materially adversely affect IRSA’s results of operations and liquidity.

Argentina is undergoing a credit crisis that could negatively impact IRSA’s tenants’ ability to comply with their lease obligations. The impact of a future credit crisis on IRSA’s major tenants cannot be predicted and may be quite severe. A disruption in the ability of IRSA’s significant tenants to access liquidity could pose serious disruptions or an overall deterioration of their businesses, which could lead to a significant reduction in future orders of their products and their inability or failure to comply with their obligations, any of which could have a material adverse effect on our results of operations and liquidity.

IRSA is subject to risks inherent to the operation of office buildings that may affect IRSA’s profitability.

Office buildings are exposed to various factors that may affect their development, administration and profitability, including the following factors:

· lower demand for office space as a consequence of the implementation of hybrid and home office work;

· a deterioration in the financial condition of our tenants that causes defaults under leases due to lack of liquidity, access to capital or for other reasons;

· difficulties or delays renewing leases or re-leasing space;

· decreases in rents as a result of oversupply, particularly offerings at newer or re-developed properties;

· competition from developers, owners and operators of office properties and other commercial real estate, including sublease space available from our tenants;

· maintenance, repair and renovation costs incurred to maintain the competitiveness of our office buildings;

· exchange controls that may interfere with their ability to pay rents that generally are pegged to the U.S. dollar;

· the consequences of a pandemic, epidemic or disease outbreak that would produce lower demand for offices spaces; and

· an increase in our operating costs, caused by inflation or by other factors could have a material adverse effect on us if our tenants are unable to pay higher rent as a result of increased expenses.

43

IRSA’s investment in property development and management activities may be less profitable than IRSA anticipate.

IRSA is engaged in the development and construction of properties to be used for office, residential or commercial purposes, shopping malls and residential complexes, in general through third-party contractors. Risks associated with our development, reconversion and construction activities include the following, among others:

· abandonment of development opportunities and renovation proposals;

· construction costs may exceed our estimates for reasons including higher interest rates or increases in the cost of materials and labor, making a project unprofitable;

· occupancy rates and rents at newly completed properties may fluctuate depending on a number of factors, including market and economic conditions, resulting in lower than projected rental revenue and a corresponding lower return on our investment;

· pre-construction buyers may default on their purchase contracts or units in new buildings may remain unsold upon completion of construction;

· lack of affordable financing alternatives in the private and public debt markets;

· sale prices of residential units may be insufficient to cover development costs;

· construction and lease commencements may not be completed on schedule, resulting in increased debt service expense and construction costs;

· failure or delays in obtaining necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, or building moratoria and anti-growth legislation;

· significant time lags between the commencement and completion of projects subjects us to greater risks due to fluctuation in the general economy;

· construction may be delayed because of a number of factors, including weather, strikes or delays in receipt of zoning or other regulatory approvals, or man-made or natural disasters, resulting in increased debt service expense and construction costs;

· changes in our tenants’ demand for rental properties outside of Buenos Aires; and

IRSA may incur capital expenditures that require considerable time and effort and which may never be completed due to government restrictions or overall market conditions.

In addition, IRSA may face claims for the enforcement of labor laws in Argentina. Many companies hire personnel from third parties that provide outsourced services, and sign indemnity agreements if labor claims from employees of such third parties arise. However, in recent years several courts have rejected the existence of independence in those labor relations and ruled that joint and several responsibilities by both companies.

While IRSA’s policies with respect to expansion, renovation and development activities are intended to limit some of the risks otherwise associated with such activities, IRSA is nevertheless subject to risks associated with property development, such as cost overruns, design changes and timing delays arising from a lack of availability of materials and labor, weather conditions and other factors outside of our control, as well as financing costs that, may exceed original estimates, possibly making the associated investment unprofitable. Any delays or unanticipated expenses could adversely affect the investment returns from these development projects and harm our operating results.

44

Greater than expected increases in construction costs could adversely affect the profitability of IRSA’s new developments.

IRSA’s business activities include real estate developments. One of the main risks related to this activity corresponds to potential increases in construction costs, which may be driven by higher demand and new development projects in the shopping malls and buildings sectors. Increases higher than those included in the original budget may result in lower profitability than expected.

Profitability of real estate developments may also be impacted by failure to obtain financing on favorable terms, delays in construction, and failure to obtain necessary zoning, land use, building, occupancy and other required governmental permits and authorizations.

The increasingly competitive real estate sector in Argentina may adversely affect IRSA’s ability to rent or sell office space and other real estate and may affect the sale and lease price of IRSA’s premises.

IRSA’s real estate activities are highly concentrated in the Buenos Aires metropolitan area where the market is highly competitive due to a scarcity of properties in sought-after locations and an increasing number of local and international competitors. The Argentine real estate industry is highly competitive and fragmented and does not have high barriers to entry for new competitors. The main competitive factors in the real estate development business include availability and location of land, price, funding, design, quality, reputation and partnerships with developers. A number of residential and commercial developers and real estate service companies compete in identifying land acquisition opportunities, attracting financial resources, and appealing to prospective purchasers and tenants. Other companies, including joint ventures of foreign and local companies, have become increasingly active in the market, further increasing competition. If one or more of our competitors is able to acquire and develop desirable properties, because it has access to greater financial resources or otherwise, if we are unable to respond to such pressures as promptly as our competitors, or competition increases, our business and financial condition could be adversely affected.

All of IRSA’s shopping mall and commercial office properties are located in Argentina. There are other shopping malls and independent retail stores and residential properties that are within the geographic scope of each of our properties. The number of competing properties in a particular area could have a material adverse effect both on our ability to lease retail space in our shopping malls or sell units in our residential complexes and on the amount of rent or the sale price that we are able to charge. IRSA cannot assure you that other shopping mall operators will not invest in Argentina in the near future. If additional competitors become active in the shopping mall segment, such competition could have a material adverse effect on our results of operations.

Substantially all of IRSA’s offices and other non-shopping mall rental properties are located in developed urban areas. There are many office buildings, shopping malls, retail and residential premises in the areas where IRSA’s properties are located. This is a highly fragmented market, and the abundance of comparable properties in our vicinity may adversely affect our ability to rent or sell office space and other real estate and may affect the sale and lease price of our premises. In the future, both national and foreign companies may participate in Argentina’s real estate development market, competing with us for business opportunities.

An uninsured loss or a loss that exceeds policies on IRSA’s properties could subject IRSA to lost capital or revenue on those properties.

The terms of IRSA’s standard form property leases currently in effect, require tenants to indemnify and hold IRSA harmless from liabilities resulting from injury to persons or property at or outside the premises, due to activities conducted on the properties, except for claims arising from negligence or intentional misconduct of IRSA’s agents. Tenants are generally required, at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability insurance policies. IRSA cannot provide assurance that its tenants will be able to properly maintain their insurance policies or have the ability to pay deductibles. If an uninsured loss occurs or a loss arises that exceeds the combined aggregate limits for the policies, or if a loss arises that is subject to a substantial deductible under an insurance policy, IRSA could lose all or part of our capital invested in, and anticipated revenue from, one or more of our properties, which could have a material adverse effect on IRSA’s business, financial condition and results of operations.

45

Some potential losses are not covered by insurance and certain kinds of insurance coverage may become prohibitively expensive.

IRSA currently have insurance policies in place that cover potential risks such as civil liability, all operational risks (including, among others, fire, loss of profits, floods, natural events, and other material damages to our assets), and terrorism, in all of IRSA’s properties. Although we believe the policy specifications and insured limits of these policies are customary, there are certain types of losses, such as leases and other contract claims and acts of war, that are generally not covered under the insurance policies offered in Argentina. In the event of a loss that was not insured or a loss in excess of insured limits, IRSA could lose all or a portion of the capital IRSA has invested in a property, as well as its anticipated future revenue. In such an event, IRSA might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. IRSA cannot assure you that material losses in excess of insurance proceeds will not occur in the future. If any of IRSA’s properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenues, and result in large expenses to repair or rebuild the property.

IRSA does not has life or incapacity insurance for our employees. If any of our employees were to die or become disabled, IRSA could experience losses caused by a disruption in our operations which will not be covered by insurance, and this could have a material adverse effect on IRSA’s financial condition and results of operations.

Moreover, we cannot assure that IRSA will be able to renew its insurance coverage in an adequate amount or at reasonable prices. It is possible that insurance companies no longer offer coverage for certain types of losses, or, if they do, these types of insurance may be prohibitively expensive.

Demand for IRSA’s premium properties, aimed at high-income consumers, may not be sufficient.

IRSA have focused on development projects that cater to affluent consumers and IRSA has entered into property barter arrangements pursuant to which IRSA contributes undeveloped land parcels to joint venture entities with developers who agree to deliver units at premium development locations in exchange for IRSA’s land contribution. When the developers return these properties to us, demand for premium residential units could be significantly lower. In such case, IRSA would be unable to sell these residential units at the estimated prices or time frame, which could have an adverse effect on IRSA’s financial condition and results of operations.

The shift by consumers to purchasing goods over the internet, where barriers to entry are low, may negatively affect sales at IRSA’s shopping malls.

In recent years, internet retail sales have grown significantly in Argentina, even though the market share of such sales is still modest. The Internet enables manufacturers and retailers to sell directly to consumers, diminishing the importance of traditional distribution channels such as retail stores and shopping malls. IRSA believes that our target consumers are increasingly using the Internet, from home, work or elsewhere, to shop electronically for retail goods, and this trend is likely to continue. Retailers at IRSA’s properties face increasing competition from online sales and this could cause the termination or non-renewal of their leases or a reduction in their gross sales, affecting our percentage rent based revenue. If e-commerce and retail sales through the Internet continue to grow, retailers’ and consumers’ reliance on our shopping malls could be materially diminished, having a material adverse effect on our financial condition, results of operations and business prospects.

46

IRSA is subject to risks affecting the hotel industry.

The full-service segment of the lodging industry in which our hotels operate is highly competitive. The operational success of IRSA’s hotels is highly dependent on our ability to compete in areas such as access, location, quality of accommodations, rates, quality food and beverage facilities and other services and amenities. IRSA’s hotels may face additional competition if other companies decide to build new hotels or improve their existing hotels to increase their attractiveness.

· In addition, the profitability of our hotels depends on:

· our ability to form successful relationships with international and local operators to run our hotels;

· changes in tourism and travel trends, including seasonal changes and changes due to pandemic outbreaks, such as the Influenza A Subtype H1N1 and Zika viruses, a potential Ebola outbreak, Covid-19, monkeypox, among others, or weather phenomenons or other natural events, such as the eruption of the Puyehué and the Calbuco volcano in June 2011 and April 2015, respectively;

· affluence of tourists, which can be affected by a slowdown in global and local economy; and

· taxes and governmental regulations affecting wages, prices, interest rates, construction procedures and costs.

IRSA’s business is subject to extensive regulation and additional regulations may be imposed in the future.

IRSA’s activities are subject to Argentine federal, state and municipal laws, and to regulations, authorizations and licenses required with respect to construction, zoning, use of the soil, environmental protection and historical landmark preservation, consumer protection, antitrust and other requirements, all of which affect IRSA’s ability to acquire land, buildings and shopping malls, develop and build projects and negotiate with customers. In addition, companies in this industry are subject to increasing tax rates, the introduction of new taxes and changes in the taxation regime. IRSA is required to obtain permits from different government agencies in order to carry out our projects. Maintaining IRSA’s licenses and authorizations can be costly. If we fail to comply with such laws, regulations, licenses and authorizations, IRSA may face fines, project shutdowns, and cancellation of licenses and revocation of authorizations.

Antitrust laws in Argentina could limit IRSA’s ability to expand our business through acquisitions or joint ventures. Argentine antitrust laws contain provisions that require authorization by the antitrust authorities in those countries for the acquisition of, or entering into joint venture agreements with, companies with a relevant market share.

In addition, public agencies may issue new and stricter standards, or enforce or construe existing laws and regulations in a more restrictive manner, which may force us to incur expenditures in order to comply. Development activities are also subject to risks of potential delays in or an inability to obtain all necessary zoning, environmental, land-use, development, building, occupancy and other permits and authorizations. Any such delays or failures to obtain such government approvals may have an adverse effect on IRSA’s business.

In the past, the Argentine Government issued regulations regarding leases in response to housing shortages, high rates of inflation and difficulties in accessing credit. Such regulations limited or prohibited increases on rental prices and prohibited eviction of tenants, even for failure to pay rent. Most of IRSA’s leases provide that tenants pay all costs and taxes related to their respective leased areas. In the event of a significant increase in such costs and taxes, the Argentine Government may respond to political pressure to intervene by regulating this practice, thereby negatively affecting IRSA’s rental income. IRSA cannot assure you that the Argentine Government will not impose similar or other regulations in the future. Changes in existing laws or the enactment of new laws governing the ownership, operation or leasing of shopping malls and office properties in Argentina could negatively affect the real estate and the rental market and materially and adversely affect IRSA’s operations and financial condition.

Labor relations may negatively impact IRSA.

As of June 30, 2024, 69.8% of IRSA’s workforce was represented by unions under collective bargaining agreements. Although IRSA currently enjoys good relations with IRSA’s employees and their unions, IRSA cannot assure you that labor relations will continue to be positive or that deterioration in labor relations will not materially and adversely affect us.

47

IRSA’s results of operations include unrealized revaluation adjustments on investment properties, which may fluctuate significantly over financial periods and may materially and adversely affect IRSA’s business, results of operations and financial condition.

During the year ended June 30, 2024, IRSA had fair value loss on investment properties of ARS 350,591 million. Although the upward or downward revaluation adjustments reflect unrealized capital gains or losses on our investment properties during the relevant periods, the adjustments do not reflect the actual cash flow or profit or losses generated from the sales or rental of our investment properties. Unless such investment properties are disposed of at similarly revalued amounts, IRSA will not realize the actual cash flow. The amount of revaluation adjustments has been, and will continue to be, significantly affected by the prevailing property markets and macroeconomic conditions prevailing in Argentina and will be subject to market fluctuations in those markets.

We cannot guarantee whether changes in market conditions will increase, maintain or decrease the historical average fair value gains on our investment properties or at all. In addition, the fair value of our investment properties may materially differ from the amount we receive from any actual sale of an investment property. If there is any material downward adjustment in the revaluation of our investment properties in the future or if our investment properties are disposed of at significantly lower prices than their valuation or appraised value, our business, results of operations and financial condition may be materially and adversely affected.

Due to the currency mismatches between IRSA’s assets and liabilities, IRSA has high currency exposure.

As of June 30, 2024, the majority of its liabilities, such as its Series  XIV, XV, XVI, XVII, XVIII and XX Notes, were denominated in U.S. dollars while the Company’s revenues are mainly denominated in Pesos. This currency gap mainly affects our operational flows to pay interests of our U.S. dollar denominated debt, considering our assets are transacted in U.S dollars.  In addition, restrictions to access to MULC to acquire the required U.S. dollars to pay our U.S. dollar denominated debt or future regulations that may be enacted establishing a different exchange rate (higher than the current official exchange rate) to convert the Pesos into U.S. dollars  exposes us to a risk of volatility, which may adversely affect our financial results if the U.S. dollar appreciates against the Peso and may affected our ability to pay interests of our U.S. dollar denominated debt. Any depreciation of the Peso against the U.S. dollar increases the nominal amount of IRSA’s debt in Pesos, which further adversely affects the results of IRSA’s operations and financial conditions and may increase the collection risk of IRSA’s leases and other receivables from our tenants and mortgages, most of which generate Peso denominated revenue.

IRSA issue debt in the local and international capital markets as one of its main sources of funding and its capacity to successfully access the local and international markets on favorable terms affects its cost of funding.

IRSA’s ability to successfully access the local and international capital markets on acceptable terms depends largely on capital markets conditions prevailing in Argentina and internationally. IRSA has no control over capital markets conditions, which can be volatile and unpredictable. If IRSA is unable to issue debt in the local and/or international capital markets and on terms acceptable to IRSA, whether as a result of regulations and foreign exchange restrictions, a deterioration in capital markets conditions or otherwise, IRSA would likely be compelled to seek alternatives for funding, which may include short-term or more expensive funding sources. If this were to happen, IRSA may be unable to fund our liquidity needs at competitive costs and its business results of operations and financial condition may be materially and adversely affected.

Property ownership through joint ventures or investees may limit our ability to act exclusively in our interest.

We develop and acquire properties in joint ventures with other persons or entities or make minority investments in entities when we believe circumstances warrant the use of such structures.

As of June 30, 2024, IRSA owns 50% of the equity of Puerto Retiro and 50% of the equity of Cyrsa S.A. In the Hotel segment, IRSA owns 50% of the equity of Hotel Llao Llao and the other 50% is owned by the Sutton Group. In the Shopping Malls segment IRSA owns 50% of the equity of Nuevo Puerto Santa Fe S.A., which is the tenant of a building in which it built and currently operates “La Ribera” shopping mall.

48

In addition, as of June 30, 2024, IRSA holds approximately 29.9% of the equity of Banco Hipotecario, of which the Argentine Government is the controlling shareholder.

IRSA could engage in a dispute with one or more of its joint venture partners or controlling shareholders in an investment that might affect its ability to operate a jointly-owned property. Moreover, its joint venture partners or controlling shareholders in an investment may, at any time, have business, economic or other objectives that are inconsistent with its objectives, including objectives that relate to the timing and terms of any sale or refinancing of a property. For example, the approval of certain of its investors is required with respect to operating budgets and refinancing, encumbering, expanding or selling any of these properties. In some instances, its joint venture partners or controlling shareholders in an investment may have competing interests in their markets that could create conflicts of interest. If the objectives of its joint venture partners or controlling shareholder in an investment are inconsistent with our own objectives, IRSA will not be able to act exclusively in our interests.

If one or more of the investors in any of its jointly owned properties were to experience financial difficulties, including bankruptcy, insolvency or a general downturn of business, there could be an adverse effect on the relevant property or properties and in turn, on IRSA’s financial performance. Should a joint venture partner or controlling shareholder in an investment declare bankruptcy, IRSA could be liable for its partner’s common share of joint venture liabilities or liabilities of the investment vehicle.

IRSA is dependent on its Board of Directors, senior management and other key personnel.

IRSA’s success, to a significant extent, depends on the continued employment of Eduardo S. Elsztain and certain other members of our Board of Directors and senior management, who have significant expertise and knowledge of our business and industry. The loss or interruption of their services for any reason could have a material adverse effect on our business and results of operations. Our future success also depends in part upon our ability to attract and retain other highly qualified personnel. We cannot assure you that we will be successful in hiring or retaining qualified personnel, or that any of our personnel will remain employed by us, which may have a material adverse effect on our financial condition and results of operations.

IRSA may face potential conflicts of interest relating to our principal shareholders.

IRSA’s largest beneficial owner is Mr. Eduardo S. Elsztain, according to his indirect shareholding through the Company. As of June 30, 2024, such beneficial ownership consisted of 422,460,367 common shares held by the Company. Conflicts of interest between our management and that of our related companies may arise in connection with the performance of their respective business activities. As of June 30, 2024, Mr. Eduardo S. Elsztain also beneficially owned approximately 57.0% of IRSA’s common shares. IRSA cannot assure you that our principal shareholders and our affiliates will not limit or cause us to forego business opportunities that our affiliates may pursue or that the pursuit of other opportunities will be in our interest.

Risks Relating to IRSA’s Investment in Banco Hipotecario

The stability of the financial system depends upon the ability of financial institutions, including Banco Hipotecario, to maintain and increase the confidence of depositors.

As of June 30, 2024, IRSA owned approximately 29.9% of the outstanding capital stock of Banco Hipotecario. Banco Hipotecario’s assets as of such date were ARS 2,281,942 million. All of Banco Hipotecario’s operations, properties and customers are located in Argentina. Accordingly, the quality of Banco Hipotecario’s loan portfolio, financial condition and results of operations depend on economic, regulatory and political conditions prevailing in Argentina. These conditions include growth rates, inflation rates, exchange rates, changes to interest rates, changes to government policies, social instability and other political, economic or international developments either taking place in, or otherwise affecting, Argentina.

49

In the event that depositors are unable to freely withdraw their money from banks in the future, there may be a substantial negative impact on the manner in which financial institutions, including Banco Hipotecario, conduct their business, and on their ability to operate as financial intermediaries. Loss of confidence in the international financial markets may also adversely affect the confidence of Argentine depositors in local banks.

In the case of an adverse economic situation, even if it is not related to the financial system, could trigger a massive withdrawal of capital from local banks by depositors, as an alternative to protect their assets from potential crises. Any massive withdrawal of deposits could cause liquidity issues in the financial sector and, consequently, a contraction in credit supply.

The occurrence of any of the above could have a material and adverse effect on Banco Hipotecario’s expenses and business, results of operations and financial condition.

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

Financial institutions carry significant portfolios of bonds issued by the Argentine Government and by provincial governments as well as loans granted to these governments. According to the Banks Report published by the Central Bank, loans to the public sector represent 36.9% of the financial sector's assets as of June 2024.

In addition, financial institutions currently carry securities issued by the Central Bank in their portfolios, which generally are short-term. As of June 30, 2024, Banco Hipotecario’s total exposure to the public sector was ARS 1,237,589 million, which represented 57.8% of its assets as of that date, and the total exposure to securities issued by the Central Bank was ARS 182,734 million, which represented 8.5% of its total assets as of June 30, 2024.

Banco Hipotecario could suffer losses in its investment portfolios due to volatility in the capital markets and in the exchange rate, which could significantly affect Banco Hipotecario's financial condition and results of operations. 

Banco Hipotecario could suffer losses related to its U.S. dollar investments due to changes in market prices, defaults, fluctuations in market interest rates and exchange rates, changes in the market perception of the credit quality of both public sector instruments and private issues, or other reasons. A decline in the performance of the capital markets may cause Banco Hipotecario to record net losses due to a decrease in the value of its investment portfolios, in addition to losses from trading positions caused by volatility in financial market prices, even in the absence of a general economic downturn. Any of these losses could have a material adverse effect on Banco Hipotecario's financial condition and results of operations. 

Potential Adverse Effects of Consumer Protection Law and Class Actions on Banco Hipotecario.

Law No. 24,240 (the “Consumer Protection Law”) and its amendments, along with the Credit Card Law and Central Bank regulations, establish rules aimed at protecting consumers, including Banco Hipotecario’s customers. The Argentine Civil and Commercial Code also includes provisions that favor consumers. The increasing enforcement of these laws by authorities and courts could negatively affect Banco Hipotecario's ability to collect payments, thereby impacting its operating results.

Additionally, class actions against financial institutions, supported by the Argentine Constitution and the Consumer Protection Law, have increased in Argentina. Despite the lack of clear procedural rules, courts have admitted class actions in several cases involving financial institutions, such as claims over interest rates or product charges. If these claims succeed, they could negatively impact the profitability of Banco Hipotecario and the financial system as a whole.

50

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

Financial institutions are subject to a major number of regulations concerning functions historically determined by the Central Bank and other regulatory authorities. The Central Bank may penalize Banco Hipotecario and its directors, members of the Executive Committee and members of its Supervisory Committee, in the event of any breach of the applicable regulation. Potential sanctions, for any breach of the applicable regulations, may vary from administrative and/or disciplinary penalties to criminal sanctions. Similarly, the CNV, which authorizes securities offerings and regulates the capital markets in Argentina, has the authority to impose sanctions on us and Banco Hipotecario’s Board of Directors for breaches of corporate governance established in the capital markets laws and the CNV Rules. The UIF regulates matters relating to the prevention of asset laundering and has the ability to monitor compliance with any such regulations by financial institutions and, eventually, impose sanctions.

We cannot assure you whether such regulatory authorities will commence proceedings against Banco Hipotecario, its shareholders, directors or its Supervisory Committee, or penalize Banco Hipotecario. Banco Hipotecario has adopted “Know Your Customer” and other policies and procedures to comply with its duties under currently applicable rules and regulations.

In addition to regulations specific to the banking industry, Banco Hipotecario is subject to a wide range of federal, provincial and municipal regulations and supervision generally applicable to businesses operating in Argentina, including laws and regulations pertaining to labor, social security, public health, consumer protection, the environment, competition and price controls. We cannot assure you that existing or future legislation and regulation will not require material expenditures by Banco Hipotecario or otherwise have a material adverse effect on Banco Hipotecario’s consolidated operations.

Increased competition and M&A activities in the banking industry may adversely affect Banco Hipotecario.

Banco Hipotecario foresees increased competition in the banking sector. If the trend towards decreasing spreads is not offset by an increase in lending volumes, the ensuing losses could lead to mergers in the industry. These mergers could lead to the establishment of larger, stronger banks with more resources than us. Therefore, although the demand for financial products and services in the market continues to grow, competition may adversely affect Banco Hipotecario’s results of operations, resulting in shrinking spreads and commissions.

Future governmental measures may adversely affect the economy and the operations of financial institutions.

We cannot assure you that the laws and regulations currently governing the economy or the banking sector will remain unaltered in the future or that any such changes will not adversely affect Banco Hipotecario’s business, financial condition or results of operations and Banco Hipotecario’s ability to honor its debt obligations in foreign currency.

If the law currently in force were to be comprehensively modified, the financial system as a whole could be substantially and adversely affected. If any of these legislative bills were to be enacted or if the Financial Institutions Law were amended in any other way, the impact of the subsequent amendments to the regulations on the financial institutions in general, Banco Hipotecario’s business, its financial condition and the results of operations is uncertain.

The option to discharge in Pesos a foreign currency obligation may be waived by the debtor is still under discussion. In recent years some court decisions have established the obligation to pay in foreign currency when it was so freely agreed by the parties. We are not able to ensure that any current or future laws and regulations (including, in particular, the amendment to the Financial Institutions Law and the amendment to the Central Bank’s charter) will not result in significant costs to Banco Hipotecario, or will otherwise have an adverse effect on Banco Hipotecario’s operations.

51

The exposure of Banco Hipotecario to individual borrowers could lead to higher levels of past due loans, allowances for loan losses and charge-offs.

A substantial portion of Banco Hipotecario’s loan portfolio consists of loans to individual customers in the lower-middle to middle income segments of the Argentine population. The quality of Banco Hipotecario’s portfolio of loans to individuals is dependent to a significant extent on economic conditions prevailing from time to time in Argentina. Lower-middle to middle income individuals are more likely to be exposed to and adversely affected by adverse developments in the Argentine economy than corporations and high-income individuals. As a result, lending to these segments represents higher risk than lending to such other market segments. Consequently, Banco Hipotecario may experience higher levels of past due amounts, which could result in higher provisions for loan losses. Therefore, there can be no assurance that the levels of past due amounts and subsequent charge-offs will not be materially higher in the future.

An increase in fraud or transaction errors may adversely affect Banco Hipotecario.

As with other financial institutions, Banco Hipotecario is susceptible to, among other things, fraud by employees or outsiders, unauthorized transactions by employees and other operational errors (including clerical or record keeping errors and errors resulting from faulty computer or telecommunications systems). Given the high volume of transactions that may occur at a financial institution, errors could be repeated or compounded before they are discovered and remedied. In addition, some of our transactions are not fully automated, which may further increase the risk that human error or employee tampering will result in losses that may be difficult to detect quickly or at all. Losses from fraud by employees or outsiders, unauthorized transactions by employees and other operational errors might adversely affect Banco Hipotecario’s reputation, business, the results of operations and financial condition.

Risks Relating to our ADSs and the Common Shares.

Shares eligible for sale could adversely affect the price of our common shares and ADSs.

The market prices of our common shares and ADS could decline as a result of sales by our existing shareholders of common shares or ADSs in the market, or the perception that these sales could occur. These sales also might make it difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. The ADSs are freely transferable under U.S. securities laws, including common shares sold to our affiliates. Eduardo Elsztain, which as of June 30, 2024, was the beneficial owner of approximately 38.7% (without considering treasury shares) of our common shares (or approximately 230,771,688 common shares which may be exchanged for an aggregate of 23,077,168 ADSs, for more information see “Item 6. Directors, Senior Management and Employees - E. Share Ownership”), is free to dispose of any or all of its common shares or ADSs at any time in its discretion. Sales of a large number of our common shares and/or ADSs would likely have an adverse effect on the market price of our common shares and the ADSs.

If we issue additional equity securities in the future, you may suffer dilution, and trading prices for our equity securities may decline.

We may issue additional shares of our common stock for financing future acquisitions or new projects or for other general corporate purposes. Any such issuance could result in a dilution of your ownership stake and/or the perception of any such issuances could have an adverse impact on the market price of the ADSs.

We are subject to certain different corporate disclosure requirements and accounting standards than domestic issuers of listed securities in the United States.

There is less publicly available information about the issuers of securities listed on the Argentine stock exchanges than information publicly available about domestic issuers of listed securities in the United States and certain other countries.

52

Although the ADSs are listed on the NASDAQ Global Market, as a foreign private issuer we are able to rely on home country governance requirements rather than relying on the NASDAQ corporate governance requirements. See “Item 16.G. Corporate Governance—Compliance with NASDAQ listing standards on corporate governance.” Additionally, as a foreign private issuer, we are exempt from certain rules under the Exchange Act including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, foreign private issuers are not required to file their Annual Report on Form 20-F until four months after the end of each fiscal year, while United States domestic issuers that are accelerated filers are required to file their Annual Report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from the Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, you may not have the same protections afforded to shareholders companies that are not foreign private issuers.

Investors may not be able to effect service of process within the United States, limiting their recovery of any foreign judgment.

We are a publicly held corporation (sociedad anónima) organized under the laws of Argentina. Most of our directors and our senior managers are located in Argentina. As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons or to enforce against us or them in United States courts judgments obtained in such courts predicated upon the civil liability provisions of the United States federal securities laws. We have been advised by our Argentine counsel, Zang, Bergel & Viñes, that there is doubt whether the Argentine courts will enforce, to the same extent and in as timely a manner as a United States or foreign court, an action predicated solely upon the civil liability provisions of the United States federal securities laws or other foreign regulations brought against such persons or against us.

If we are considered to be a passive foreign investment company for United States federal income tax purposes, United States holders of our common shares or ADSs would suffer negative consequences.

Based on the past and projected composition of our income and assets and the valuation of our assets, including goodwill, we do not believe we were a passive foreign investment company (a “PFIC”) for United States federal income tax purposes for the taxable year ending June 30, 2024, and do not currently expect to become a PFIC, although there can be no assurance in this regard. The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may be a PFIC in the current or any future taxable year due to changes in our asset or income composition or if our projections are not accurate. The volatility and instability of Argentina’s economic and financial system may substantially affect the composition of our income and assets and the accuracy of our projections. In addition, this determination is based on the interpretation of certain United States Treasury regulations relating to rental income, which regulations are potentially subject to different interpretations. If we become a PFIC, U.S. Holders (as defined in “Item 10. Additional Information—E. Taxation—United States Taxation”) of our common shares or ADSs will be subject to certain United States federal income tax rules that have negative consequences for them, as well as reporting requirements. See “Item 10. Additional Information—E. Taxation—United States Taxation—Passive Foreign Investment Company” for a more detailed discussion of the consequences if we are deemed a PFIC. You should consult your own tax advisors regarding the application of the PFIC rules to your particular circumstances.

Changes in Argentine tax laws may affect the tax treatment of our common shares or ADSs.

Law No. 26,893, which amended Law No. 20,628 (the “Income Tax Law”), was enacted on September 12, 2013, and published in the Official Gazette on September 23, 2013. According to the amendments, the distribution of dividends by an Argentine corporation was subject to income tax at a rate of 10.0%, unless such dividends were distributed to Argentine corporate entities.

53

The dividend tax was repealed by Law No. 27,260, published in the Official Gazette on July 22, 2016, and consequently no income tax withholding was applicable on the distribution of dividends in respect of both Argentine and non-Argentine resident shareholders, except when dividends distributed were greater than the income determined according to the application of the Income Tax Law, accumulated at the fiscal year immediately preceding the year in which the distribution is made. In such case, the excess was subject to a rate of 35%, for both Argentine and non-Argentine resident shareholders. This treatment still applies to dividends to be distributed at any time out of retained earnings accumulated until the end of the last fiscal year starting before January 1, 2018.

However, pursuant to Law No. 27,430, as amended by Law No. 27,541 and Law No. 27,630, dividends distributed out of earnings accrued in fiscal years starting on or after January 1, 2018, and other profits paid in cash or in kind —except for stock dividends or quota dividends— by companies and other entities incorporated in Argentina referred to in the Income Tax Law, to Argentine resident individuals, resident undivided estates and foreign beneficiaries are subject to income tax at a 7% rate on profits accrued in fiscal years starting on January 1, 2018 and onwards. If dividends are distributed to Argentine corporate taxpayers (in general, entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of foreign entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina), no dividend tax would apply.

In addition, capital gains originated from the disposal of shares and other securities, including securities representing shares and deposit certificates, are subject to capital gains tax. Law No. 27,430 effective as of January 1, 2018, provides that capital gains obtained by Argentine resident individuals from the disposal of shares and ADSs are exempt from capital gains tax in the following cases: (i) when the shares are placed through a public offering authorized by the CNV, (ii) when the shares are traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, and/or (iii) when the sale, exchange or other disposition of shares is made through an initial public offering and/or exchange of shares authorized by the CNV.

Such law also provides that the capital gains tax applicable to non-residents for transactions entered into until December 30, 2017 is still due, although no taxes will be claimed to non-residents with respect to past sales of Argentine shares or other securities traded in the CNV’s authorized markets (such as ADSs) as long as the cause of the non-payment was the absence of regulations stating the mechanism of tax collection at the time the transaction was closed. The AFIP’s General Resolution No. 4,227, which came into effect on April 26, 2018, sets forth the procedures through which the income tax should be paid to the AFIP. The payment of capital gains tax applicable for transactions entered into before December 30, 2017 was due on June 11, 2018.

In addition, Decree No. 824/2019, published in the Official Gazette on December 6, 2019 and which introduced the new consolidated text of the Income Tax Law, maintains the 15% capital gains tax (calculated on the actual net gain or a presumed net gain equal to 90% of the sale price) on the disposal of shares or securities by non-residents. However, non-residents are exempt from the capital gains tax on gains obtained from the sale of (a) Argentine shares in the following cases: (i) when the shares are placed through a public offering authorized by the CNV, (ii) when the shares were traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, and/or (iii) when the sale, exchange or other disposition of shares is made through an initial public offering and/or exchange of shares authorized by the CNV; and (b) depositary shares or depositary receipts issued abroad, when the underlying securities are shares (i) issued by Argentine companies, and (ii) with authorization of public offering. The exemptions will only apply to the extent the foreign beneficiaries reside in, and the funds used for the investment proceed from jurisdictions not considered as not cooperating for purposes of fiscal transparency.

In case the exemption is not applicable and, to the extent foreign beneficiaries neither reside in, nor the funds arise from, jurisdictions considered as not cooperating for purposes of fiscal transparency, the gain realized from the disposition of shares would be subject to Argentine income tax at a 13.5% effective rate on the gross price. In case such foreign beneficiaries reside in, or the funds arise from, jurisdictions considered as not cooperating for purposes of fiscal transparency, a 31.5% effective rate on the gross price should apply.

Therefore, holders of our common shares, including in the form of ADSs, are encouraged to consult their tax advisors as to the particular Argentine income tax consequences under their specific facts.

54

Holders of the ADSs may be unable to exercise voting rights with respect to the common shares underlying their ADSs.

As a holder of ADS, we will not treat you as one of our shareholders and you will not have shareholder rights. The depositary will be the holder of the common shares underlying your ADSs and holders may exercise voting rights with respect to the common shares represented by the ADSs only in accordance with the deposit agreement relating to the ADSs. There are no provisions under Argentine law or under our bylaws that limit the exercise by ADS holders of their voting rights through the depositary with respect to the underlying common shares. However, there are practical limitations on the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with these holders. For example, holders of our common shares will receive notice of shareholders’ meetings through publication of a notice in the CNV’s website, an Official Gazette in Argentina, an Argentine newspaper of general circulation and the bulletin of BASE, and will be able to exercise their voting rights by either attending the meeting in person or voting by proxy. ADS holders, by comparison, will not receive notice directly from us. Instead, in accordance with the deposit agreement, we will provide the notice to the ADS Depositary. If we ask the ADS Depositary to do so, the ADS Depositary will mail to holders of ADSs the notice of the meeting and a statement as to the manner in which instructions may be given by holders. To exercise their voting rights, ADS holders must then instruct the ADS Depositary as to voting the common shares represented by their ADSs. Under the deposit agreement, the ADS Depositary is not required to carry out any voting instructions unless it receives a legal opinion from us that the matters to be voted on would not violate our by‑laws or Argentine law. We are not required to instruct our legal counsel to give that opinion. Due to these procedural steps involving the ADS Depositary, the process for exercising voting rights may take longer for ADS holders than for holders of common shares and common shares represented by ADSs may not be voted as you desire.

We are traded on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets.

In addition to the trading of our ADSs in the United States, our common shares are traded in Argentina. Trading the ADSs or our common shares on these markets will take place in different currencies (U.S. dollars on the NASDAQ and Pesos on ByMA), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Argentina). The trading prices of these securities on these two markets may differ due to these and other factors. Any decrease in the price of our common shares on ByMA could cause a decrease in the trading price of the ADSs on the NASDAQ. Investors could seek to sell or buy our shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the ADSs available for trading on the other exchange. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying common shares for trading on the other market without effecting necessary procedures with the ADS Depositary. This could result in time delays and additional cost for holders of ADSs.

Under Argentine law, shareholder rights may be fewer or less well defined than in other jurisdictions.

Our corporate affairs are governed by our by-laws and by Argentine corporate law, which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States, such as the States of Delaware or New York, or in other jurisdictions outside Argentina. In addition, your rights or the rights of holders of our common shares to protect your or their interests in connection with actions by our Board of Directors may be fewer and less well defined under Argentine corporate law than under the laws of those other jurisdictions. Although insider trading and price manipulation are illegal under Argentine law, the Argentine securities markets are not as highly regulated or supervised as the United States securities markets or markets in some other jurisdictions. In addition, rules and policies against self-dealing and regarding the preservation of shareholder interests may be less well defined and enforced in Argentina than in the United States, putting holders of our common shares and ADSs at a potential disadvantage.

55

Restrictions on the movement of capital out of Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, the common shares underlying the ADSs.

Over the last twenty years in Argentina exchange controls and transfer restrictions have been periodically imposed, substantially limiting the ability of companies to retain foreign currency or make payments abroad. Since 2019, new regulations have significantly curtailed access to the foreign exchange market by individuals and private sector entities.

In this regard, the Argentine Government imposed restrictions on the conversion of Argentine currency into foreign currencies and on the remittance to foreign investors of proceeds from their investments in Argentina. Argentine law currently permits the Argentine Government to impose these kind of restrictions temporarily in circumstances where a serious imbalance develops in Argentina’s balance of payments or where there are reasons to foresee such an imbalance. We cannot assure you that ADS Depositary for the ADSs may hold the Pesos it cannot convert for the account of the ADS holders who have not been paid. No assurance can be given that payments to non-resident investors will not suffer delays under the current foreign exchange market regulations or be subject to any additional restrictions, such as a different exchange rate to convert the Pesos into U.S dollars, that may be higher than the current official exchange rate. In this regard, we suggest consulting with the corresponding custodian banks about the exchange regulations applicable. For more information, please see “Item 10. Additional Information—D Exchange Controls.” and “Item 3. Key Information – D. Risk Factors.”

The protections afforded to minority shareholders in Argentina are different from and more limited than those in the United States and may be more difficult to enforce.

Under Argentine law, the protections afforded to minority shareholders are different from, and much more limited than, those in the United States and some other Latin American countries. For example, the legal framework with respect to shareholder disputes, such as derivative lawsuits and class actions, is less developed under Argentine law than under United States law as a result of Argentina’s short history with these types of claims and few successful cases. In addition, there are different procedural requirements for bringing these types of shareholder lawsuits. As a result, it may be more difficult for our minority shareholders to enforce their rights against us or our directors or controlling shareholder than it would be for shareholders of a United States company.

We may not pay any dividends.

In accordance with Argentine corporate law, we may pay dividends to shareholders out of net and realized profits, if any, as set forth in our Audited Consolidated Financial Statements prepared in accordance with IFRS Accounting Standards. The approval, amount and payment of dividends are subject to the approval by our shareholders at our annual ordinary shareholders meeting. The approval of dividends requires the affirmative vote of a majority of the shareholders entitled to vote present at the meeting. As a result, we cannot assure you that we will be able to generate enough net and realized profits so as to pay dividends or that our shareholders will decide that dividends will be paid.

Our ability to pay dividends is limited by law and our by-laws.

In accordance with Argentine corporate law, we may pay dividends in Pesos out of retained earnings and/or Other Reserves, if any, to the extent set forth in our Audited Consolidated Financial Statements prepared in accordance with IFRS Accounting Standards. Our shareholders’ ability to receive cash dividends may be limited by the ability of the ADS Depositary to convert cash dividends paid in Pesos into U.S. dollars. Under the terms of our deposit agreement with the depositary for the ADSs, to the extent that the depositary can in its judgment convert Pesos (or any other foreign currency) into U.S. dollars on a reasonable basis and transfer the resulting U.S. dollars to the United States, the depositary will promptly as practicable convert or cause to be converted all cash dividends received by it on the deposited securities into U.S. dollars. If in the judgment of the depositary this conversion is not possible on a reasonable basis (including as a result of applicable Argentine laws, regulations and approval requirements), the depositary may distribute the foreign currency received by it or in its discretion hold such currency uninvested for the respective accounts of the owners entitled to receive the same. As a result, if the exchange rate fluctuates significantly during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the dividend distribution.

56

You might be unable to exercise preemptive or accretion rights with respect to the common shares underlying your ADSs.

Under Argentine corporate law, if we issue new common shares as part of a capital increase, our shareholders will generally have the right to subscribe for a proportional number of common shares of the class held by them to maintain their existing ownership percentage, which is known as preemptive rights. In addition, shareholders are entitled to the right to subscribe for the unsubscribed common shares of either the class held by them or other classes which remain unsubscribed at the end of a preemptive rights offering, on a pro rata basis, which is known as accretion rights. Under the deposit agreement, the ADS Depositary will not exercise rights on your behalf or make rights available to you unless we instruct it to do so, and we are not required to give that instruction. In addition, you may not be able to exercise the preemptive or accretion rights relating to the common shares underlying your ADSs unless a registration statement under the Securities Act, is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to the common shares relating to these preemptive rights, and we cannot assure you that we will file any such registration statement. Unless we file a registration statement or an exemption from registration is available, you may receive only the net proceeds from the sale of your preemptive rights by the ADS Depositary or, if the preemptive rights cannot be sold, they will be allowed to lapse. As a result, U.S. holders of common shares or ADSs may suffer dilution of their interest in our company upon future capital increases.

Our shareholders may be subject to liability for certain votes of their securities.

Our shareholders are not liable for our obligations. Instead, shareholders are generally liable only for the payment of the shares they subscribe for. However, shareholders who have a conflict of interest with us and do not abstain from voting may be held liable for damages to us, but only if the transaction would not have been approved without such shareholders’ votes. Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to LGS or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders.

Our warrants are exercisable under limited circumstances and will expire.

On March 10, 2021, we issued an aggregate of 90,000,000 warrants to purchase 90,000,000 of our common shares, and will expire on March 10, 2026. Each warrant will be exercisable only if the common share rights or ADS rights to which such warrant relates have been exercised, and such warrant will be exercisable after 90 days following its issuance during the nine-day period from and including the 17th through the 25th day of each February, May, September and November (to the extent such dates are business days in New York City and Buenos Aires, Argentina). As of the date of this Annual Report, there are 84,261,280 warrants outstanding.

Item 4. Information on the Company

A. History and Development of the Company

General Information

Our legal name is Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria, and our commercial name is “Cresud”. We were incorporated and organized on December 31, 1936, under Argentine law as a stock corporation (sociedad anónima) and were registered with the IGJ, on February 19, 1937 under number 26, on page 2, book 45 of National By-laws Volume. Pursuant to our bylaws, our term of duration expires on June 6, 2082.

Our common shares are listed and traded on the ByMA and our ADSs representing our common shares are listed on the NASDAQ. Our headquarters are located at Carlos M. Della Paolera 261, 9th Floor (C1001ADA), City of Buenos Aires, Argentina. Our telephone is +54 (11) 4814-7800, and our website is www.cresud.com.ar. Information contained in or accessible through our website is not a part of this Annual Report. We assume no responsibility for the information contained on these sites.

57

Our depositary agent for the ADSs in the United States is The Bank of New York Mellon whose address is 240 Greenwich Street, New York, NY 10286, and whose telephone numbers are +1-888-BNY-ADRS (+1-888-269-2377) for U. S. calls and +1-201-680-6825 for calls outside U.S.

History

We were incorporated in 1936 as a subsidiary of Credit Foncier, a Belgian company engaged in the business of providing rural and urban loans in Argentina. We were incorporated to manage real estate holdings foreclosed by Credit Foncier. Credit Foncier was liquidated in 1959, and as part of such liquidation, our shares were distributed to Credit Foncier’s shareholders and in 1960 were listed on the BASE. During the 1960s and 1970s, our business shifted to exclusively agricultural activities.

During 1993 and 1994, Consultores Asset Management acquired on behalf of certain investors approximately 22% of our outstanding shares on the Buenos Aires Stock Exchange. In late 1994, an investor group led by Consultores Asset Management (and including Dolphin Fund plc., currently Dolphin Fund Ltd.) purchased additional shares increasing their aggregate shareholding to approximately 51.4% of our outstanding shares. In 1995, we increased our capital through a rights offering and global public offering of ADSs representing our common shares and listed such ADSs on the NASDAQ. We started our agricultural activities with seven farmlands and 20,000 hectares under management.

In 2002, we acquired a 19.85% interest in IRSA, a real estate company related to certain shareholders of Cresud, and in 2009, we increased our ownership percentage in IRSA to 55.64% and IRSA became Cresud’s direct principal subsidiary. As of June 30, 2024, we had a 55.40% equity interest in IRSA (net of treasury shares) and a majority of our directors are also directors of IRSA. IRSA is one of Argentina’s largest real estate companies and is engaged in a range of diversified real estate activities including residential properties, office buildings, shopping malls and luxury hotels, as well as the sales and development residential properties, it has a 29.9% interest in Banco Hipotecario, one of the main financial institutions in the country, and selected investments outside of Argentina. IRSA’s common shares are listed and traded on the ByMA and IRSA’s GDSs representing its common shares are listed on the NYSE.

In March 2008 we made a follow on offering for up to 180 million shares in the local and international markets, which were fully subscribed, for a total amount of USD 288 million. The proceeds allowed us to expand our international operations to Paraguay and Bolivia, currently we run these operations through BrasilAgro.

In line with our international expansion strategy, in September of 2005 we participated in the creation of BrasilAgro with the purpose of replicating our business model in Brazil. We created BrasilAgro together with our partners, Cape Town Llc, Tarpon Investimentos S.A., Tarpon Agro LLC, Agro Investments S.A. and Agro Managers S.A. On May 2, 2006, BrasilAgro’s shares were listed on the Novo Mercado of the Brazilian Stock Exchange with the symbol AGRO3 and on November 8, 2012, BrasilAgro’s ADSs became listed on the NYSE, under the ticker LND. In February 2021, it made a capital increase for BRL 440 million shares, we subscribed shares in the capitalization. In addition, in May 2021 we exercised warrants that had been granted to the founders of the Company at the initial public offering, before its maturity. As a result of our follow-on subscription and the warrants exercise we increased our stake in BrasilAgro, net of treasury shares, to 39.4%. As of June 30, 2024, our interest in BrasilAgro was 35.22% (net of treasury shares).

Also, we provide the best services for the agricultural community through our subsidiaries. We boost our clients’ businesses through the consulting, marketing and storage services operated by FyO, which main business is crop trading (crop brokerage, futures and options, consulting, logistics and financial services) and sale and distribution of own inputs and third-party products. As of June 30, 2024, we had a 51.2% equity interest in FyO. Looking ahead to next year, the company will continue working on its expansion plans to other countries in the region.

We are pioneers in creating the first online agro marketplace, Agrofy, which is already operating in Argentina, Brazil and Uruguay with regional expansion plans. Agrofy continued to position itself this year as the leading online business platform for agriculture in Argentina, Brazil and Uruguay, exceeding 40 million visits. As of June 30, 2024, our interest in Agrofy is 18.6% and 1.7% of the capital stock through BrasilAgro.

58

As of June 30, 2024, we owned, directly and through our subsidiaries, 27 farms, with a total area of 599,744 hectares and during the fiscal year ended June 30, 2024 approximately 613,192 hectares were used (including areas sold during the year) and distributed in Argentina, Brazil, Bolivia and Paraguay. In addition, we have the rights to hold approximately 132,000 hectares of land under concession for a 35-year period that can be extended for another 29 years.

Significant acquisitions, dispositions and development of business

Agricultural Business

Sale of fraction of “Los Pozos” farm

On October 5, 2023, Cresud completed the sale of a fraction of 4,262 hectares of the establishment “Los Pozos” located in the province of Salta. The transaction price was USD 2.3 million, of which we collected USD 0.9 million. The remaining balance of USD 1.4 million will be paid in two installments, the last one on September 23, 2025, with a mortgage guarantee.

Sale of fraction of “El Tigre” farm

On December 14, 2023, Cresud completed the sale of a fraction of 500 hectares of agricultural activity of the establishment “El Tigre” farm, located in the department of Trenel, province of La Pampa, Argentina. The total price was USD 3.8 million, of which we collected USD 2.8 million. The remaining balance of USD 0.9 million will be paid in two installments, the last one on December 12, 2025, with a mortgage guarantee. As of the date of this Annual Report, the Company keeps the ownership of approximately 7,860 hectares of “El Tigre” farm.

Sale of fraction of “Chaparral” farm

On March 26, 2024, BrasilAgro completed the sale of a fraction of 12,335 hectares (8,796 productive hectares) of the “Chaparral” farm located in Correntina, State of Bahia, Brazil, that was acquired in 2007. As of the date of this Annual Report, the remaining surface is 24,885 hectares. The transaction price was BRL 364.5 million, subject to variations in the soybean bag price, and the portion of the farm sold had a book value of BRL 34.0 million.

Urban property business and investments

Sale of “Maple Building"

On July 24, 2023, IRSA signed a deed for the sale of all the functional and complementary units at the “Maple Building” located at 652/664 Suipacha Street in the Autonomous City of Buenos Aires. The price of the transaction was USD 6.75 million, of which we collected USD 3 million in cash and USD 0.75 through the delivery of 3 functional units in a building owned by the buyer of the units of the “Maple Building” at Avenida Córdoba 637 in the Autonomous City of Buenos Aires, with a bailment agreement for 30 months. The remaining balance of USD 3 million will be collected as follows: (i) USD 2.5 million will be collected in 10 semiannual, equal and consecutive installments of USD 0.25 million, the first due 24 months from the signing of the deed, with an annual interest of 5%; and (ii) USD 0.5 million will be collected through services provided by the buyer, which were valued at the CCL exchange rate according to the conditions agreed in the deed.

“261 Della Paolera” floor sale

On August 9, 2023, IRSA signed a deed for the sale of the 9th floor at the “261 Della Paolera” tower located in the Catalinas neighborhood of the Autonomous City of Buenos Aires with a total of 1,184 square meters, 10 parking spaces, and 2 complementary units of the same building. The transaction price was approximate USD (MEP) 6.3 million, which was paid in ARS.

59

On October 5, 2023, a transfer deed was signed for the sale of the 25th and 26th floors of the “261 Della Paolera” tower located in the Catalinas neighborhood of the Autonomous City of Buenos Aires for a total of 2,395 square meters, 18 units of garages and 6 complementary units of the same building. The transaction price was approximately USD (MEP) 14.9 million, which was paid in ARS.

After this transaction, IRSA keeps the property of 4 floors of the building with an approximate leasable area of 4,937 square meters, in addition to parking spaces and other complementary spaces.

Sale of Quality Investment S.A.

On August 31, 2023, IRSA sold and transferred all its participation in Quality Invest S.A., representing 50% of the share capital of that company. The amount of the transaction amounted to USD 22.9 million, of which USD 21.5 million has been collected together with the transfer of the shares and the balance of USD 1.4 million will be collected after 3 years, accruing an interest of 7% per year.

Vista al Muelle – Boating Trust transaction

On October 31, 2023, Vista al Muelle S.A. (“VAM”), a subsidiary of Liveck L.T.D., sold two of its plots in the department of Canelones (Uruguay) to the Boating Trust for USD 6.8 million. In the same transaction, the trust sold units in Tower II to VAM for USD 5 million, which VAM used to fully settle its debt with the Chamyan family. This transaction resulted in a profit of USD 1 million.

Ezpeleta land plot Barter Agreement

On December 7, 2023, IRSA signed a barter agreement pursuant to which we transferred the “Ezpeleta land plot” of 46 hectares, located in the district of Quilmes, Buenos Aires province for the development of a real estate project. This project consists of a gated community with 330 single-family lots and 6 macro lots for medium-density developments. The transaction price was USD 16.4 million and will be paid to IRSA through the delivery of 125 single-family lots of the project and also 40% of the buildable square meters of the multifamily lots of the project. Additionally, IRSA received the sum of ARS 62.3 million in cash as part of the consideration.

The amounts are expressed in the currency of the transaction date.

Sale of GCDI common-shares

During the months of November and December 2023, IRSA sold 1,583,560 common-shares of GCDI, equivalent to 0.17% of the share capital of GCDI, for a total of ARS 25.5 million.

Additionally, during the first quarter of 2024, IRSA sold 5,017,588 common-shares of GCDI, equivalent to 0.55% of the share capital of GCDI, for a total of ARS 165 million.

The amounts are expressed in the currency of the transaction date.                        

Del Plata Building Trust

On November 10, 2023, IRSA entered into a trust agreement at cost for a project development and construction of a residential building, stores (gastronomic use), and complementary parking spaces, which is subject to the fulfillment of certain conditions precedent. IRSA will act as money trustor, developer and trust beneficiary under the trust agreement, and will receive approximately 5,128 salable square meters and 32 parking spaces. TMF Trust Company (Argentina) S.A., a company with a fiduciary purpose that is not a related party, will act as trustee.

60

The trust agreement involves the contribution of a building owned by Banco Hipotecario. The building is located in the block located by the streets Carlos Pellegrini, Presidente Perón, Sarmiento and Pasaje Carabelas, in the City of Buenos Aires. The contribution was made on December 28, 2023. The trust has approval for the Microcentro district reconversion regime issued by the GCBA pursuant to Law No. 6,508. On June 14, 2024, the GCBA issued Joint Resolution No. 1078/MHFGC/24 which suspended the effects of the tax benefits granted to the trust. On July 17, 2024, the trust filed an administrative appeal against such measure in order to have it revoked and restore the suspended tax benefits. The appeal is still pending, and no decision has yet been rendered.

For information of significant acquisitions, dispositions and development of business after June 30, 2024, please see “Recent Developments”.

Recent Developments

Cresud’s Recent Developments

General Ordinary and Extraordinary Shareholders’ Meeting

On September 11, 2024, we informed that our Board of Directors has resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held on October 28, 2024, with the following agenda:

1. Appointment of two shareholders to sign the meeting’s minutes. 

2. Consideration for approval of documents contemplated in section 234, paragraph 1, of Law No. 19,550 for the fiscal year ended June 30, 2024. 

3. Allocation of net income for the fiscal year ended June 30, 2024 for ARS 70,798,841,928, as follows: (i) ARS 3,539,942,096.42 to the legal reserve; (ii) distribution of dividends payable in cash and/or in kind for up to ARS 45,000,000,000 delegating to the board of directors of the Company to determine the proportion of dividends to be paid in cash and/or in kind. (iii) the balance to the voluntary reserve to be applied to specific purposes (future dividends, share buyback, and/or projects related to the Company's business plan), delegating to the Company’s Board of Directors its application and disposition. 

4. Consideration for approval of the reallocation of the existing voluntary reserves as of June 30, 2024, and delegation of their application and disposition to our Board of Directors. 

5. Consideration for approval of our Board of Directors’ performance for the fiscal year ended June 30, 2024. 

6. Consideration for approval of our Supervisory Committee’s performance for the fiscal year ended June 30, 2024. 

7. Consideration for approval of compensation payable to the Board of Directors in the amount of ARS 373,231,135.93.

8. Consideration for approval of compensation payable to the Supervisory Committee for ARS 16,876,719 for the fiscal year ended June 30, 2024. 

9. Determination of the number and appointment of regular Directors and alternate Directors for a term of up to three fiscal years, as per section twelve of the bylaws. 

10. Appointment of regular and alternate members of the Supervisory Committee for a term of one fiscal year. 

61

11. Appointment of Certifying Accountant for the fiscal year ending June 30, 2025. 

12. Approval of compensation payable to certifying accountant for the fiscal year ended June 30, 2024. 

13. Ratification of the cash dividend distribution made on May 2, 2024, through the reversal of reserves. 

14. Consideration for approval of the request for issuance and complementary public offering of common shares due to the adjustment in the number of shares to which the options issued under the capital increase authorized by Resolution No. RESFC-2021-20969-2021 APN-DIR#CNV dated February 8, 2021, of the CNV are entitled to. delegation to the Board of Directors for its implementation with the broadest powers. Regarding this item, the Board of Directors proposes to request authorizations for the issuance and public offering of common shares additional to the common shares that were authorized in the capital increase made in 2021, so that if all outstanding warrants are exercised, the necessary shares are duly authorized to comply with the options contract entered into on February 24, 2021.

15. Authorization to carry out registration proceedings relating to this shareholders’ meeting before the CNV, ByMA, Caja de Valores and the IGJ.

Farmland Fraction Sale - Los Pozos

On September 30, 2024, the Company informed that it had sold a 3,630 hectares fraction of land reserve with productive potential at the “Los Pozos” farm, located in the Province of Salta, Argentina, maintaining the ownership of approximately 231,700 hectares of the property.

The total amount of the transaction was USD 2.23 million (USD/ha 614), of which we collected USD 1.1 as of the date of this Annual Report. The remaining balance of USD 1.13 million, which is guaranteed with a mortgage on the property, will be collected in one installment in September 2025.

The book value of the fraction sold was ARS 56 million and the gain from the transaction, which will be recognized in the Company’s financial statements for the first quarter of fiscal period 2025, amounted to approximately ARS 2,150 million.

Exercise of Warrants

On October 2, 2024, we reported that between September 17, 2024, and September 25, 2024, certain holders of warrants had exercised their right to acquire additional shares of the Company. As a result, a total of 2,283,822 common shares of the Company were issued, with a face value of ARS 1.00, and the Company was paid USD 982,729.

After the exercise of these warrants, the number of shares and the capital stock of the Company increased from 596,355,320 to 598,639,142, and the number of outstanding warrants decreased from 85,998,622 to 84,261,280.

Likewise, the exercise of the warrants has been carried out in accordance with the terms and conditions established in the issuance prospectus dated February 12, 2021, and complementary notices regarding the offer made by the Company of 90,000,000 ordinary book-entry shares and 90,000,000 warrants.

62

IRSA’s Recent Developments

New Shares Buyback Program

On July 11, 2024, IRSA informed that the Board of Directors approved the terms and conditions for the repurchase of common shares issued by IRSA under the provisions of Section 64 of Law No. 26,831 and the Rules of the CNV, under the following terms and conditions:

· maximum amount of the repurchase: ARS 15,000 million;

· maximum number of shares to be repurchased: 10% of the capital stock of IRSA, in accordance with the applicable regulations;

· daily limitation on market transactions: 25% of the average volume of the daily transactions of the shares and GDS of IRSA in the markets during the previous 90 days;

· maximum payable price: ARS 1,550 per share and USD 11.00 per GDS;

The repurchases will be made using the realized and liquid earnings pending of distribution of IRSA. In approving this buyback program, our Board of Directors considered the economic and market situation, as well as the discount of the current share price in relation to the fair value of the assets, determined by independent appraisers. The objective of approving this buyback program is to strengthen the shares and to reduce the fluctuations in the market value, which does not reflect the real economic value of the assets.

On September 11, 2024, IRSA has completed the share buyback program, having acquired 11,541,885 common shares, representing approximately 99.93% of the approved program and 1.56% of the capital stock of IRSA.

Alto Avellaneda Adjoining Property Acquisition

On August 1, 2024, IRSA acquired a property adjacent to the Alto Avellaneda shopping mall, located at General Güemes 861, Avellaneda, Buenos Aires Province. The property has a total area of 86,861 sqm and a built area of 32,660 sqm with potential for future expansion.

The purchase price was USD 12.2 million, of which USD 9.2 million have already been paid and the balance of USD 3 million will be cancelled with the transfer of the deed, which is still pending. The transaction includes the transfer to IRSA of the existing lease agreements and the execution of a new agreement with the mall for 3 years.

General Ordinary and Extraordinary Shareholders’ Meeting

On September 11, 2024, IRSA informed that their Board of Directors has resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held on October 28, 2024, with the following agenda:

1. Appointment of two shareholders to sign the meeting’s minutes.

2. Consideration for approval of documents contemplated in section 234, paragraph 1, of Law No. 19,550 for the fiscal year ended June 30, 2024. 

3. Consideration for approval of the financial result for the fiscal year ended June 30, 2024, amounting a loss of ARS 18,376,813,259.44. Consideration for approval of the application of voluntary reserves to absorb accumulated negative results. Consideration for approval of the distribution of dividends payable in cash and/or in kind for up to ARS 90,000,000,000 with voluntary reserves. Delegation to IRSA’s Board of Directors to determine the proportion of dividends to be paid in cash and/or in kind. 

63

4. Consideration for approval of the allocation of the remaining voluntary reserves to specific purposes (future dividends, share buybacks, and/or projects related to IRSA’s business plan) and delegation of their application and disposition to IRSA’s Board of Directors. 

5. Consideration for approval of IRSA’s Board of Directors’ performance for the fiscal year ended June 30, 2024. 

6. Consideration for approval of IRSA’s Supervisory Committee’s performance for the fiscal year ended June 30, 2024. 

7. Consideration for approval of compensation payable to the Board of Directors in the amount of ARS 13,323,000,000 for the fiscal year ended June 30, 2024, which recorded a computable tax credit in accordance with the regulations of the CNV. 

8. Consideration for approval of compensation payable to the Supervisory Committee for ARS 16,876,719 for the fiscal year ended June 30, 2024. 

9. Determination of the number and appointment of regular Directors and alternate Directors for a term of up to three fiscal years, as per section twelve of the bylaws.

10. Appointment of regular and alternate members of the Supervisory Committee for a term of one fiscal year. 

11. Appointment of Certifying Accountants for the fiscal year ending June 30, 2025. 

12. Approval of compensation payable to Certifying Accountants for the fiscal year ended June 30, 2024.

13. Consideration for approval of the distribution of up to 25,700,000 own shares to the shareholders in proportion to their holdings pursuant to the provisions of section 67 of Law No. 26,831. 

14. Ratification of the cash dividend distribution made on May 2, 2024, through the reversal of reserves.

15. Consideration for approval of the application of treasury shares to the implementation of an incentive plan for IRSA’s management and Directors for up to 1% of the issued shares. Authorizations for the submission of the compensation program to the CNV.

16. Consideration for approval of the request for issuance and supplementary public offering of common shares due to the adjustment in the number of shares to which the options issued under the capital increase authorized by Resolution No. RESFC-2021-20968-2021 APN-DIR#CNV dated February 8, 2021, of the CNV are entitled to. Delegation to the Board of Directors for its implementation with the broadest powers. Regarding this item, the Board of Directors proposes to request authorizations for the issuance and public offering of common shares additional to the common shares that were authorized in the capital increase made in 2021, so that if all outstanding warrants are exercised, the necessary shares are duly authorized to comply with the options contract entered into on April 29, 2021.

17. Consideration for approval of the merger by absorption of Centro de Entretenimientos La Plata S.A. (“CELAP”) with IRSA and approval of the separate and consolidated financial statements of the merger prepared for this purpose. Consideration for approval of the prior merger agreement by absorption. Authorizations and delegations and appointment of representatives to execute the final agreements and other procedures. 

18. Authorization to carry out registration proceedings relating to a shareholders’ meeting before the CNV, ByMA, Caja de Valores and the IGJ.

64

Exercise of Warrants

On October 2, 2024, IRSA informed that between September 17, 2024, and September 25, 2024, certain holders of warrants had exercised their right to acquire additional shares. Therefore, a total of 5,433,980 common shares of the Company were issued with a face value of ARS 10.00. As a result of this exercise, IRSA was paid USD 1,797,017.

 After the exercise of these warrants, the number of shares of the Company increased from 741,459,162 to 746,893,142 with a face value of ARS 10.00, and the new number of outstanding warrants decreased from 75,668,184 to 71,510,561.

Likewise, the exercise of the warrants has been carried out in accordance with the terms and conditions established in the prospectus dated April 12, 2021 and the complementary notices regarding the offer by the Company of 80,000,000 ordinary book-entry shares and 80,000,000 options to subscribe for ordinary shares.

261 Della Paolera floor sale

On October 15, 2024, IRSA informed that it has sold a floor of the “261 Della Paolera” tower located in the Catalinas district of the Autonomous City of Buenos Aires for a total leasable area of approximately 1,197 sqm and 8 parking lots located in the building.

The transaction price was approximately USD 7.1 million (MEP) (~USD/sqm 6,000), of which USD 6.0 million has already been paid and the balance of USD 1.1 million, granted with a mortgage, will be paid in 24 monthly installments accruing an interest rate of 8% annually.

After this operation, IRSA retains ownership of 3 floors of the building with an approximate leasable area of 3,670 sqm in addition to parking lots and other complementary spaces.

The financial result of this operation will be recognized in the IRSA’s financial statements for the second quarter of fiscal year 2025.

Local Bond Issuance – Series XXII & XXIII Notes

On October 21, 2024, IRSA informed the results of the auction for two series of notes on the local market for a total amount of USD 67.3 million through the following instruments:

• Series XXII: Denominated in dollars for USD 15.8 million, with 5.75% interest rate and semiannual interest payments (first payment will be on July 23, 2025). The capital amortization will be 100% at maturity, on October 23, 2027. The issuance price will be 100.0%.

• Series XXIII: Denominated in dollars for USD 51.5 million, with 7.25% interest rate and semiannual interest payments (first payment will be on July 23, 2025). The capital amortization will be 100% at maturity, on October 23, 2029. The issuance price will be 100.0%.

The settlement for both notes is expected to be on October 23, 2024, and the funds will be mainly used to refinance short-term liabilities and/or working capital, as defined in the issuance documents. 

B. Business Overview

General

We are a leading Latin American agricultural company engaged in the production of basic agricultural commodities with a growing presence in the agricultural sector of Argentina and Brazil as well as in other Latin American countries, through our investment in Brasilagro. We are currently involved in several farming activities including grains, sugarcane production and cattle raising. Our business model focuses on the acquisition, development and exploitation of agricultural properties having attractive prospects for agricultural production and/or value appreciation and the selective sale of such properties where appreciation has been realized. In addition, we lease land to third parties and perform agency and agro-industrial services. Our shares are listed on the NASDAQ and the ByMA.

We are also directly and indirectly engaged in the real estate business through IRSA and its subsidiaries and joint ventures, one of Argentina’s leading real estate companies. IRSA is engaged in the development, acquisition and operation of shopping malls, premium offices, and luxury hotels in Argentina. IRSA’s shares are listed on the ByMA and the NYSE. We own 55.40% of the outstanding common shares of IRSA.

During the fiscal year ended June 30, 2024 and 2023, we had consolidated revenues of ARS 711,373 million, and ARS 707,412 million, and consolidated loss from operation, before financing and taxation, of ARS 103,283 million and ARS 69,881 million, respectively. During the fiscal year ended June 30, 2024 and 2023, our total consolidated assets decreased 14.39% from ARS 3,972,964 million to ARS 3,473,111 million, and our consolidated shareholders’ equity decreased 14.75% from ARS 1,794,577 million to ARS 1,563,910 million.

Segment information is analyzed based on products and services: (i) agricultural business and (ii) urban properties and investment business.

Agricultural Business

Our Agricultural business is further comprised of four reportable segments:

● The “Agricultural production” segment consists of planting, harvesting and sale of crops as wheat, corn, soybeans, cotton and sunflowers; breeding, purchasing and/or fattening of free-range cattle for sale to slaughterhouses and local livestock auction markets; leasing of the Company's farms to third parties; and planting, harvesting and sale of sugarcane. Our Agricultural production segment had assets of ARS 593,357 million and ARS 621,417 million as of June 30, 2024 and 2023, respectively, representing 81.31% and 79.26% respectively of our agricultural business assets at both dates. Our Agricultural production segment generated profit from operations of ARS 3,336 million and loss from operations of (ARS 29,609) million for fiscal years ended June 30, 2024 and 2023, respectively, representing 4.92% and (150.44%), of our consolidated profit from operations from Agricultural Business for such years, respectively.

65

The segment “agricultural production” aggregate the crops, cattle, sugarcane and agricultural rental and services activities: 

● Our “Crops” activity consists of planting, harvesting and sale of crops as wheat, corn, soybeans, cotton, and sunflowers. The Company is focused on the long-term performance of the land and seeks to maximize the use of the land through crop rotation, the use of technology and techniques. In this way, the type and quantity of harvested crops change in each agricultural campaign. Our Crops activity had assets of ARS 409,468 million and ARS 390,028 million as of June 30, 2024 and 2023, respectively, representing 56.11% and 49.75% of our Agricultural Business assets at such dates, respectively. Our Crops activity generated profit from operations of ARS 4,339 million and loss from operations of (ARS 4,652) million for fiscal years ended June 30, 2024 and 2023, respectively, representing 6.39% and (23.64%), of our consolidated profit from operations from Agricultural Business for such years, respectively.

● Our “Cattle” activity consists of breeding, purchasing and/or fattening of free-range cattle for sale to meat processors and local livestock auction markets. Our Cattle activity had assets of ARS 78,168 million and ARS 97,260 million as of June 30, 2024 and 2023, respectively, representing 10.71% and 12.40% of our agricultural business assets at such dates, respectively. Our Cattle activity generated loss from operations of (ARS 5,148) million and (ARS 20,500) million for fiscal years ended June 30, 2024 and 2023, respectively, representing (7.59%) and (104.16%), of our consolidated profit from operations from Agricultural Business for such years, respectively.

● Our “Sugarcane” activity consists of planting, harvesting and sale of sugarcane. Our Sugarcane activity had assets of ARS 90,228 million and ARS 133,572 million as of June 30, 2024 and 2023, respectively, representing 12.36% and 17.04% of our agricultural business assets at such dates, respectively. Our Sugarcane activity generated profit from operations of ARS 3,066 million and loss from operations of (ARS 7,073) million for fiscal years ended June 30, 2024 and 2023, representing 4.52% and (35.94%) of our consolidated profit from operations from Agricultural Business for such years, respectively.

● Our “Agricultural rentals and Services” activity consists of agricultural services (for example: irrigation) and leasing of the Company’s farms to third parties. Our Agricultural Rentals and Services activity had assets of ARS 15,493 million and ARS 557 million as of June 30, 2024 and 2023, respectively, representing 2.12% and 0.07% of our agricultural business assets at such dates, respectively. Our Agricultural Rentals and Services activity generated profit from operations of ARS 1,079 million and ARS 2,616 million for fiscal years ended June 30, 2024 and 2023, respectively, representing 1.59% and 13.29% of our consolidated profit from operations from Agricultural Business for such years, respectively.

● Our “Land transformation and Sales” segment comprises gains from the disposal and development of farmlands activities. Our Land Transformation and Sales segment had assets of ARS 68,378 million and ARS 99,759 million as of June 30, 2024 and 2023, respectively, representing 9.37% and 12.72% of our agricultural business assets at such dates, respectively. Our Land Transformation and Sales segment generated profit from operations of ARS 57,414 million and ARS 37,261 million for fiscal years ended June 30, 2024 and 2023, respectively, representing 84.61% and 189.32% of our consolidated profit from operations from Agricultural Business for such years, respectively.

● Our “Other segments” includes, principally, feedlot farming, slaughtering and processing in the meat refrigeration plant, among others. Our Others segment had assets of ARS 68,000 million and ARS 62,877 million as of June 30, 2024 and 2023, respectively, representing 9.32% and 8.02% of our agricultural business assets at such dates, respectively. Our Others activity generated profit from operations of ARS 11,689 million and ARS 17,216 million for fiscal years ended June 30, 2024 and 2023, representing 17.23% and 87.48% of our consolidated profit from operations from Agricultural Business for such years, respectively. The segment “Other segments” aggregate the activities Agro-industrial and Others.

● The “Corporate” segment includes, principally, the corporate expenses related to the agricultural business. Our Corporate segment and corporate activity generated operating loss of (ARS 4,583) million and (ARS 5,187) million for fiscal years ended June 30, 2024 and 2023, representing (6.75%) and (26.36%) of our consolidated profit from operations from Agricultural Business for such years, respectively.

66

 Urban properties and investment business

We operate our business in Argentina through five reportable segments, namely “Shopping Malls,” “Offices,” “Sales and Developments,” “Hotels” and “Others” as further described below:

● Our “Shopping Malls” segment includes the operating results from our portfolio of shopping malls principally comprising of lease and service revenue from tenants. Our Shopping Malls segment had assets of ARS 693,410 million and ARS 697,721 million as of June 30, 2024 and 2023, respectively, representing 35.67% and 29.58% of our operating assets for the urban properties and investment business at such dates, respectively. Our Shopping Malls segment generated operating profit of ARS 120,545 million and ARS 87,759 million for the fiscal year ended June 30, 2024 and 2023, respectively.

● Our “Offices” segment includes the operating results from lease revenues of offices, other rental spaces and other service revenues related to the office activities. Our Offices segment had assets of ARS 304,603 million and ARS 449,856 million as of June 30, 2024 and 2023, respectively, representing 15.67% and 19.07% of our operating assets for the urban properties and investment business at such dates, respectively. Our Offices segment generated an operating loss of (ARS 56,829) million and (ARS 6,527) million for the fiscal year ended June 30, 2024 and 2023, respectively.

● Our “Sales and Developments” segment includes the operating results of the development, maintenance and sales of undeveloped parcels of land and/or trading properties. Real estate sales results are also included. Our Sales and Developments segment had assets of ARS 782,961 million and ARS 1,061,289 million as of June 30, 2024 and 2023, respectively, representing 40.27% and 44.99% of our operating assets for the urban properties and investment business at such dates, respectively. Our Sales and Developments segment generated an operating loss of (ARS 268,723) million and (ARS 136,065) million for the fiscal years ended June 30, 2024 and 2023, respectively.

● Our “Hotels” segment includes the operating results of our hotels mainly comprised of room, catering and restaurant revenues. Our Hotels segment had assets of ARS 31,381 million and ARS 35,035 million as of June 30, 2024 and 2023, respectively, representing 1.61% and 1.49% of our operating assets for the urban properties and investment business, respectively. Our Hotels segment generated an operating profit of ARS 17,952 million and ARS 10,782 million for the fiscal years ended June 30, 2024 and 2023, respectively.

● Our “Others” primarily includes the entertainment activity through La Arena S.A. (former ALG Golf Center S.A.), La Rural S.A. and Buenos Aires Convention Center (Concession), We Are Appa, investments in associates such as GCDI and the financial activities carried out through Banco Hipotecario / BACS, as well as other investments in associates for both years. Our Others segment had assets of ARS 131,758 million and ARS 115,067 million as of June 30, 2024 and 2023, respectively, representing 6.78% and 4.88% of our operating assets for the urban properties and investment business, respectively. Our Others segment generating profit of ARS 24,932 million and loss (ARS 29,459) million for the fiscal years ended June 30, 2024 and 2023, respectively.

Agricultural Business

As of June 30, 2024, we owned 27 farms with approximately 599,744 hectares distributed in Argentina, Brazil, Bolivia and Paraguay and during the fiscal year ended June 30, 2024 approximately 613,192 hectares were used (including areas sold during the year) and distributed in Argentina, Brazil, Bolivia and Paraguay, of which approximately 109,773 hectares of the land used for crop production, approximately 67,313 hectares were for cattle production, 85,000 hectares were for sheep production and approximately 19,893 hectares were leased to third parties for crop and cattle production.

67

The remaining 331,214 hectares of land reserves are primarily natural woodlands. In addition, we have the rights to hold approximately 132,000 hectares of land under concession for a 35-year period that can be extended for another 29 years. Out of this total, we have assigned 22,087 hectares for crop production and 2,696 hectares for cattle production, 1,487 leased to third parties and the remaining 105,730 of land reserves are primarily natural woodlands. Also, during the fiscal year ended June 30, 2024, we leased 100,612 hectares to third parties for crop production and 11,596 hectares for cattle production.

The following table sets forth, at the dates indicated, the amount of land used for each production activity (including owned and leased land, and land under concession):

	2024(1)		2023(1)		2022(1)		2021(1)		2020(1)
Crops (2)		232,472		223,178		220,663		224,185		229,070
Cattle (3)		81,605		82,431		78,537		80,835		87,788
Sheep		85,000		85,000		85,000		85,000		85,000
Land Reserves		445,145		464,858		457,711		466,421		463,372
Own farmlands leased to third parties		21,380		28,064		25,103		25,908		23,655
Total		865,602		883,531		867,014		882,349		888,885

(1)   Includes Brazil, Paraguay, Agro-Uranga S.A at 34.86% and 132,000 hectares in Concession.

(2)   Includes wheat, corn, sunflower, soybean, sorghum and others.

(3)   Breeding and fattening.

Our Principal Business Activities

During the fiscal year ended June 30, 2024, we conducted our operations on 27 owned farms, through subsidiaries, and/or through affiliates, and 93 leased farms. Some of the farms that we own are dedicated to more than one productive activity simultaneously.

The following charts show, for the fiscal year ended June 30, 2024, the surface area in operation for each line of business (includes production in surfaces with double crops), as well as the hectares held as land reserves:

68

Agricultural Business

Land Transformation and Sales

Land Acquisitions

We seek to increase our lands portfolio, through the acquisition of large areas of land with high potential for appreciation. We also aim to increase the productivity of the land by applying state-of-the-art technology to improve agricultural yields.

Several important intermediaries, with whom we usually work, bring farmlands available for sale to our attention. The decision to acquire farmlands is based on the assessment of a large number of factors. In addition to the land’s location, we normally carry out an analysis of soil and water, including the quality of the soil and its suitability for our intended use (crops, cattle, or milk production), classify the various sectors of the lot and the prior use of the farmland; analyze the improvements in the property, any easements, rights of way or other variables in relation to the property title; examine satellite photographs of the property (useful in the survey of soil drainage characteristics during the different rain cycles) and detailed comparative data regarding neighboring farms (generally covering a 50-km area). Based on the foregoing factors, we assess the farmland in terms of the sales price compared against the production potential of the land and capital appreciation potential. We consider that competition for the acquisition of farmlands is, in general, limited to small farmers for the acquisition of smaller lots, and that there is scarce competition for the acquisition of bigger lots.

The following table presents, for the years indicated and in real terms, certain information related to the fields acquired during the last 12 fiscal years ended on June 30:

FY	Number of farms acquired		Acquisition value (million of ARS)
2012 – 2016		–		–
2017		1		31,234
2018 – 2019		–		–
2020		1		6,234
2021 – 2022		–		–
2023		2		55,726
2024		–		–

Land Sales

Occasionally we sell properties that have reached a considerable valuation to reinvest in new fields with greater potential. We consider the sale of farms based on a number of factors, including the future performance of the farm for farming, the potential appreciation of the farm, the availability of other investment opportunities and cyclical factors affecting global farm values.

On October 5, 2023, the Company sold a fraction of 4,262 hectares of land reserve with productive potential of “Los Pozos” farm, located in the Province of Salta, Argentina, keeping the ownership of approximately 235,300 hectares of the property. The transaction price was USD 2.3 million, of which we collected USD 0.9 million. The remaining balance of USD 1.4 million, guaranteed with a mortgage on the property, will be collected in 2 installments, the first of USD 0.27 million in September 2024 and the second of USD 1.13 million in September 2025. The book value of the fraction sold was ARS 119.2 million and the gain from the operation, which was recognized in the Company’s financial statements for the second quarter of fiscal year 2024, amounts to approximate ARS 722.9 million.

69

On December 14, 2023, the Company sold a fraction of 500 hectares of agricultural activity of “El Tigre” farm, located in the department of Trenel, province of La Pampa, Argentina, keeping the ownership of approximately 7,860 hectares of the property. The transaction price was USD 3.8 million (USD 7,500 per hectare), of which we collected USD 2.81 million. The remaining balance of USD 0.9 million, guaranteed with a mortgage on the property, will be collected in 2 installments, the first of USD 0.47 million on December 13, 2024, and the second of USD 0.47 million on December 12, 2025. The gain from the operation, which was recognized in the financial statements for the second quarter of fiscal year 2024, amounts to the approximate sum of ARS 2,779 million.

On March 26, 2024, BrasilAgro completed the sale of a fraction of 12,335 hectares (8,796 productive hectares) of the “Chaparral” farm located in Correntina, State of Bahia, Brazil. As of the date of this Annual Report, a remainder of 24,885 hectares of this farm remains in possesion of BrasilAgro. The total amount of the transaction was set at BRL 364.5 million, subject to price variation on the soybeans bags, and the farm was valued on books at BRL 34.0 million. The internal rate of return in U.S. dollars achieved was approximately 7.8%. The gain from the operation was recognized in the financial statements for the fourth quarter of the fiscal year ended June 30, 2024.

On September 30, 2024, the Company informed that it had sold a 3,630 hectares fraction of land reserve with productive potential of the “Los Pozos” farm, located in the Province of Salta, Argentina, maintain the ownership of approximately 231,700 hectares of the property. The total amount of the transaction was USD 2.23 million (USD/ha 614), of which we collected USD 1.1 million as of the date of this Annual Report. The remaining balance of USD 1.13 million, which is guaranteed with a mortgage on the property, will be collected in one installment in September 2025. The book value of the fraction sold was ARS 56 million and the gain from the transaction, which will be recognized in the Company’s financial statements for the first quarter of fiscal period 2025, amounted to approximately ARS 2,150 million. Please see “Recent Developments — Cresud’s Recent Developments — Farmland Fraction Sale - Los Pozos”.

For more information see: “Significant acquisitions, dispositions and development of business—Agricultural Business”.

Land productivity potential

We believe that our agricultural lands have significant productivity potential and, through the implementation of best agricultural practices and application of our accumulated knowledge and experience, we are able to enhance the value of our agricultural lands.

As of June 30, 2024, we owned land reserves in the region extending over more than 331,214 hectares of our own farmlands that were purchased at very attractive prices. In addition, we have a concession of 105,730 hectares as reserved.

During this fiscal year, we added to our portfolio 4,916 productive hectares in the region: 1,300 hectares in Argentina and 3,616 hectares in Brazil though BrasilAgro.

Newly Developed Area	FY 2024		FY 2023
	(hectares)
Argentina		1,300		1,452
Brazil		3,616		2,826
Paraguay		–		2,784
Total		4,916		7,062

70

Results

The following table shows the land transformation segment results for fiscal year 2024, compared to the preceding fiscal year:

	FY 2024			FY 2023			YoY var
							2024 vs. 2023
	(in millions of ARS)						%
Revenues		—			—			—
Costs		(228	)		(275	)		(17.1	)
Gross Loss		(228	)		(275	)		(17.1	)
Net result for changes in fair value of investment properties		(7,454	)		(8,804	)		(15.3	)
Gain from disposition of farmlands		52,612			55,825			(5.8	)
General and administrative expenses		(63	)		(52	)		21.2
Selling expenses		(1,189	)		(48	)		2,377.1
Other operating results, net		13,736			(9,385	)		—
Profit from operations		57,414			37,261			54.1
Segment profit		57,414			37,261			54.1

Agricultural Production

Production

The following table shows, for the fiscal years indicated, our production volumes measured in tons:

Production Volume (1)	FY2024		FY2023		FY2022		FY2021		FY2020
Corn		348,302		291,236		401,104		342,726		433,910
Soybean		329,890		302,430		327,176		339,954		359,055
Wheat		28,800		21,419		35,398		36,594		43,862
Sorghum		11,965		8,978		15,469		26,704		5,895
Sunflower		971		9,617		3,493		4,846		2,573
Cotton		18,038		12,343		7,157		8,781		3,519
Other		25,952		6,890		15,068		16,628		8,676
Total Crops (tons)		763,918		652,913		804,865		776,233		857,490
Sugarcane (tons)		1,488,530		1,640,394		2,187,134		2,364,535		2,360,965
Cattle (tons)		9,982		9,743		8,746		9,956		11,783

(1)   Includes BrasilAgro. Agro-Uranga S.A. is not included.

Crops and Sugarcane

Our crop production is mainly based on crops and oilseeds and sugarcane. Our main crops include soybean, wheat, corn, and sunflower. Other crops, such as sorghum and peanut, are sown occasionally and represent only a small percentage of total sown land.

Below is the geographical distribution of our agricultural production for the last five fiscal years:

2024 Season	Argentina		Brazil		Bolivia		Paraguay		Total
	(in tons)
Corn		233,024		111,200		2,377		1,701		348,302
Soybean		118,197		203,334		—		8,359		329,890
Wheat		28,800		—		—		—		28,800
Sorghum		9,242		2,578		—		145		11,965
Sunflower		971		—		—		—		971
Cotton		1,002		14,737		2,299		—		18,038
Other		10,612		15,263		77		—		25,952
Total Crops and Other		401,848		347,112		4,753		10,205		763,918
Sugarcane		—		1,329,888		—		158,642		1,488,530

71

2023 Season	Argentina		Brazil		Bolivia		Paraguay			Total
	(in tons)
Corn		159,246		117,642		819		13,528			291,235
Soybean		92,423		183,453		16,119		10,435			302,430
Wheat		21,419		8,588		—		3,755			33,762
Sorghum		4,899		—		—		—			4,899
Sunflower		8,710		4,091		—		(12	)		12,789
Cotton		—		752		155		—			907
Other		6,890		—		—		—			6,890
Total Crops and Other		293,587		314,526		17,093		27,706			652,912
Sugarcane		—		1,523,387		117,007		—			1,640,394

2022 Season	Argentina		Brazil		Bolivia		Paraguay		Total
	(in tons)
Corn		259,059		131,155		3,877		7,013		401,104
Soybean		129,276		180,509		17,391		—		327,176
Wheat		34,938		—		460		—		35,398
Sorghum		26,232		292		180		—		26,704
Sunflower		3,493		—		—		—		3,493
Cotton		—		7,157		—		—		7,157
Other		7,178		7,549		5		336		15,068
Total Crops and Other		460,176		326,662		21,913		7,349		816,100
Sugarcane		—		2,083,485		103,649		—		2,187,134

2021 Season	Argentina		Brazil		Bolivia		Paraguay		Total
	(in tons)
Corn		233,900		99,441		7,127		2,258		342,726
Soybean		151,808		168,747		15,907		3,492		339,954
Wheat		36,594		—		—		—		36,594
Sorghum		26,232		292		180		—		26,704
Sunflower		4,846		—		—		—		4,846
Cotton		—		8,781		—		—		8,781
Other		4,120		7,207		—		5,301		16,628
Total Crops and Other		457,500		284,468		23,214		11,051		776,233
Sugarcane		—		2,196,119		168,416		—		2,364,535

2020 Season	Argentina		Brazil		Bolivia		Paraguay		Total
	(in tons)
Corn		334,821		89,900		4,264		4,925		433,910
Soybean		179,023		157,949		19,608		2,475		359,055
Wheat		43,862		—		—		—		43,862
Bean		—		4,371		—		—		4,371
Sorghum		5,895		—		—		—		5,895
Sunflower		2,573		—		—		—		2,573
Cotton		—		3,519		—		—		3,519
Other		4,133		172		—		—		4,305
Total Crops and Other		570,307		255,911		23,872		7,400		857,490
Sugarcane		—		2,217,714		143,251		—		2,360,965

72

Sales

Below is the total volume sold broken down into geographical areas, measured in thousands of tons:

Volumen of Sales (3)	FY2024			FY2023			FY2022			FY2021			FY2020
	DM (1)	FM (2)	Total	DM (1)	FM (2)	Total	DM (1)	FM (2)	Total	DM (1)	FM (2)	Total	DM (1)	FM (2)	Total
Corn	241.4	110.1	351.49	184.5	97.6	282.1	295.2	72.5	367.7	286.6	70.0	356.6	325.4	64.1	389.5
Soybean	150.2	119.9	270.12	163.9	114.7	278.6	255.0	128.0	383.0	229.3	56.1	285.4	310.2	110.2	420.4
Wheat	31.1	—	31.14	16.9	—	16.9	34.1	—	34.1	31.6	3.1	34.7	43.8	—	43.8
Sorghum	4.2	—	4.17	15.5	—	15.5	30.0	—	30.0	3.4	—	3.4	0.8	—	0.8
Sunflower	3.5	—	3.52	8.3	—	8.3	3.0	—	3.0	4.7	—	4.7	9.3	—	9.3
Cotton	15.1	3.6	18.71	6.9	—	6.9	3.3	1.3	4.6	7.2	—	7.2	2.4	2.1	4.5
Others	18.2	—	18.15	9.5	—	9.5	9.8	1.4	11.2	6.4	1.0	7.4	5.0	—	5.0
Total Crops (thousands of tons)	463.7	233.6	697.3	405.5	212.3	617.7	630.4	203.2	833.6	569.2	130.2	699.4	696.9	176.4	873.3
Sugarcane (thousands of tons)	1,488.5	—	1,488.5	1,640.4	—	1,640.4	1,997.3	—	1,997.3	2,169.9	—	2,169.9	2,226.2	—	2,226.2
Cattle (thousands of tons)	49.5	—	49.5	10.4	—	10.4	12.5	—	12.5	16.6	—	16.6	19.3	—	19.3

(1)	Volume of sales in domestic market.
(2)	Volume of sales in foreign market.
(3)	Includes BrasilAgro. Excludes Agro-Uranga.

The following table shows the sown surface area assigned to crop production, classified into own, under lease, under concession and leased to third parties for the fiscal years indicated below, measured in hectares:

	2024 (1)		2023 (1)		2022 (1)		2021 (1)		2020 (1)
Own		114,674		113,720		113,452		109,576		105,799
Under lease		124,844		121,713		122,662		130,940		138,867
Under concession		22,087		22,314		22,121		22,771		26,409
Leased to third parties		21,380		27,994		23,778		24,133		13,837
Total		282,985		285,741		282,013		287,420		284,912

____________________

(1) Includes double crops, all farms in Argentina, Bolivia, Paraguay and Brazil, and Agro-Uranga (Associated – 34.86%).

	Season
Stock of crops	2024		2023		Variation
	(in tons)				%
Corn		30,993		87,470		(64.6	)
Soybean		122,491		61,593		98.9
Sunflower		612		3,146		(80.5	)
Sorghum		6,680		759		780.1
Wheat		2,159		4,979		(56.6	)
Cotton		3,818		9,589		(60.2	)
Beans		7,351		2,915		152.2
Other		3,755		8,665		(56.7	)
Total		177,859		179,116		(0.7	)

We seek to diversify our mix of products and the geographic location of our farmlands to achieve an adequate balance between the two principal risks associated with our activities: weather conditions and the fluctuations in the prices of commodities. In order to reduce such risks, we own and lease land in several areas of Argentina with different climate conditions that allow us to sow a diversified range of products. Our leased land for crops is mostly located in the Pampas region, a favorable area for crop production. The leased farms are previously studied by technicians who analyze future production expectations based on the historic use of the land. The initial duration of lease agreements is typically one or three seasons. Leases of farms for production of crops generally consist of lease agreements with payments based on a fixed amount of Pesos per hectare or sharecropping agreements with payments in kind based on a percentage of the crops obtained or a fixed amount of tons of crops obtained or their equivalent value in Pesos. The principal advantage of leasing farms is that leases do not require us to commit large amounts of capital to the acquisition of lands but allow us to increase our scale in the short term and reduce the risk of inclement weather. The disadvantage of this strategy is that the cost of leasing can increase over time, in part, because increased demand for leased land increases the price of leased land.

73

In order to increase our production yields, we use, besides state-of-the-art technology, labor control methods which imply the supervision of the seeding’s quality (density, fertilization, distribution, and depth), crop monitoring (determination of natural losses and losses caused by harvester) and verification of bagged crop quality. In this way, we work jointly with our suppliers to achieve the best management of inputs, water and soil.

Wheat seeding takes place from June to August, and harvesting takes place from December to January. Corn, soybean and sunflower are sown from September to December and are harvested from February to August. Crops are available to be sold as commodities after the harvest from December to June and we usually store part of our production until prices recover after the drop that normally takes place during the harvesting season. A major part of production, especially soybean, wheat, corn and sorghum, is sold and delivered to buyers pursuant to agreements in which price conditions are fixed by reference to the market price at a specific time in the future that we determine. The rest of the production is either sold at current market prices or delivered to cover any futures contract that we may have entered into.

Agro-Uranga S.A.

As of June 30, 2024, our holding in Agro-Uranga was 34.86%. This company optimizes production processes with special emphasis in soil conservation, the application of rational techniques and care of the environment.

At present, with the assistance of its foreign trade team it is seeking to develop new products so as to significantly increase export volumes, encouraged by the world’s growing demand.

Lease of Farmlands

We conduct our business on owned and leased land. Rental payments increase our production costs, as the amounts paid as rent are accounted for as operating expenses.

Our land leasing policy is designed to supplement our expansion strategy, using our liquidity to make production investments in our principal agricultural activities. On the other hand, our leasing strategy provides us with an added level of flexibility in the share of each of our products in total production, providing for greater diversification.

The initial duration of the lease agreements is for one agricultural season on 60% of the area we lease and for two or three agricultural seasons on the remaining 40%, a model we aim to increase each year.

Leases of farms for production of crops consist in lease agreements with payments based on a fixed amount of quintals of grain per arable hectare or sharecropping agreements with payments in kind based on a percentage of the crops obtained or a fixed amount of tons of crops obtained or their equivalent value in Pesos. Leases of farmlands for cattle breeding consist in lease agreements with fixed payments based on a fixed amount of steer kilograms plus a variable sum, assuming there is a positive net margin of the farm.

During the fiscal year 2024, we leased to third parties a total of 93 farms, covering 120,410 hectares, including 65,218 hectares through BrasilAgro. Out of the total leased area 100,612 hectares were assigned to agricultural production including double crops, and 11,526 hectares to cattle raising. The properties for agricultural production were leased, primarily, for a fixed price prior to harvest and only a small percentage consisted of sharecropping agreements.

74

The following table shows a breakdown of the number of hectares of leased land used for each of our principal production activities:

	2024		2023		2022		2021		2020
Crops		100,612		99,183		100,470		107,013		111,001
Cattle		11,596		13,821		12,590		12,635		12,635

Due to the rise in the price of land, we adopted a policy of not validating excessive prices and applying strict criteria upon adopting the decision to lease, selecting those lands with values that would ensure appropriate margins.

Results

The following table shows the Company’s results for fiscal year 2024 for Crops and Sugarcane activities, compared to the preceding fiscal year:

Crops

	FY 2024			FY 2023			YoY var 2024 vs. 2023
	(in millions of ARS)						%
Revenues		185,493			202,744			(8.5	)
Costs		(168,775	)		(178,594	)		(5.5	)
Initial recognition and changes in the fair value of biological assets and agricultural produce		8,513			15,965			(46.7	)
Changes in the net realizable value of agricultural produce		7,172			(9,394	)		—
Gross profit		32,403			30,721			5.5
General and administrative expenses		(14,070	)		(11,937	)		17.9
Selling expenses		(25,371	)		(21,779	)		16.4
Other operating results, net		9,826			(1,040	)		—
Profit/(Loss) from operations		2,788			(4,035	)		—
Share of profit of associates and joint ventures		1,551			(617	)		—
Profit/(Loss) from Activity		4,339			(4,652	)		—

Sugarcane

	FY 2024			FY 2023			YoY var 2024 vs. 2023
	(in millions of ARS)						%
Revenues		47,363			45,241			4.7
Costs		(42,128	)		(47,838	)		(11.9	)
Initial recognition and changes in the fair value of biological assets and agricultural produce		3,179			(1,393	)		—
Gross profit/(Loss)		8,414			(3,990	)		—
General and administrative expenses		(2,975	)		(3,061	)		(2.8	)
Selling expenses		(1,499	)		(1,724	)		(13.1	)
Other operating results, net		(874	)		1,702			—
Profit/(Loss) from operations		3,066			(7,073	)		—
Profit/(Loss) from Activity		3,066			(7,073	)		—

75

Cattle

Our cattle production involves the breeding and fattening of our own animals. In some cases, if market conditions are favorable, we also purchase and fatten cattle which we sell to slaughterhouses and supermarkets. As of June, 2024, our cattle aggregated 75,472 heads, and we had a total surface area of 81,605 hectares of own and leased lands devoted to this business activity.

During the fiscal year ended June 30, 2024, our production was 9,982 tons, an 2.5% year-on-year increase. The following table sets forth, for the fiscal years indicated below, the cattle production volumes measured in tons:

	2024		2023		2022		2021		2020
Cattle production(1)		9,982		9,743		8,746		9,956		11,783

(1)   Production measured in tons of live weight. Production is the sum of the net increases (or decreases) during a given period in live weight of each head of cattle owned by us.

Our cattle breeding activities are carried out with breeding cows and bulls and our fattening activities apply to steer, heifers and calves. Breeding cows calve approximately once a year and their productive lifespan is from six to seven years. Six months after birth, calves are weaned and transferred to fattening pastures. Acquired cattle are directly submitted to the fattening process. Upon starting this process, cattle have been grazing for approximately one year to one and a half year in order to be fattened for sale. Steer and heifers are sold when they have achieved a weight of 380–430 kg and 280–295 kg, respectively, depending on the breed.

Pregnancy levels, which have been improving over the years, showed satisfactory levels of efficiency notwithstanding the adverse weather conditions. Genetics and herd management are expected to further improve pregnancy levels in the coming years. Reproductive indicators improved thanks to the implementation of technologies, which have included handling techniques and females’ artificial insemination with cattle genetics especially selected for the stock which is purchased from specialized companies in quality semen elaboration for meat production. We use veterinarian products manufactured by leading national and international laboratories. The work of a veterinarian advising committee, is external to us and consists of visits to each establishment monthly to control and agree tasks.

Currently, the cattle raising farms are officially registered as export farmlands pursuant to the identification and traceability rules in force in Argentina. Animals are individually identified, thus allowing for the development of special businesses in this area.

Our cattle stock is organized into breeding and fattening activities. The following table shows, for the fiscal years indicated, the number of heads of cattle for each activity:

	2024		2023		2022		2021		2020
Breeding stock		62,947		70,635		66,532		58,086		63,073
Winter grazing stock		12,525		5,357		4,798		4,972		10,539
Total Stock (heads)		75,472		75,992		71,330		63,058		73,612

We seek to improve cattle production and quality in order to obtain a higher price through advanced breeding techniques. We cross breed our stock of Indicus, British (Angus and Hereford) and Continental breeds to obtain herds with characteristics better suited to the pastures in which they graze. To enhance the quality of our herds even further, we plan to continue improving our pastures through permanent investment in seeds and fertilizers, an increase in the watering troughs available in pastures, and the acquisition of round bailers to cut and roll grass for storage purposes.

Our emphasis on improving the quality of our herd also includes the use of animal health-related technologies. We comply with national animal health standards that include laboratory analyses and vaccination aimed at controlling and preventing disease in our herd, particularly foot-and-mouth disease or FMD.

Direct costs of beef production consist primarily of crops for feeding and dietary supplementation purposes, animal health and payroll costs, among others.

76

Results

The following table shows cattle activity’s results for fiscal year 2024, compared to the preceding fiscal years:

	FY 2024			FY 2023			YoY var 2024 vs. 2023
	(In millions of ARS)						%
Revenues		25,495			19,881			28.2
Costs		(20,404	)		(17,194	)		18.7
Initial recognition and changes in the fair value of biological assets and agricultural produce		(6,353	)		(20,200	)		(68.5	)
Changes in the net realizable value of agricultural produce after harvest		2			(37	)		—
Gross profit/(loss)		(1,260	)		(17,550	)		(92.8	)
General and administrative expenses		(1,920	)		(1,631	)		17.7
Selling expenses		(1,594	)		(1,360	)		17.2
Other operating results, net		(376	)		52			—
Profit/(loss) from operations		(5,150	)		(20,489	)		(74.9	)
Profit from Joint Ventures		2			(11	)		—
Activity profit/(loss)		(5,148	)		(20,500	)		(74.9	)

Leases and Agricultural Services

We lease own farms to third parties for agriculture. On the one hand, in our farms under irrigation in the Province of San Luis (Santa Bárbara and La Gramilla) enter into production agreements to seed companies. These farms are ideal for obtaining steady production levels, given the quality of their soil and the weather conditions of the area, along with the even humidity provided by irrigation.

On the other hand, when market conditions are favorable, we lease farms recently put into production after agricultural development. In this way, we manage to reduce our production risk, ensuring fixed rental income until the new farms reach stable productivity levels.

Results

The following table shows Leases and Agriculture Services’s results for fiscal year 2024, compared to the preceding fiscal years:

	FY 2024			FY 2023			YoY var 2024 vs. 2023
	(In millions of ARS)						%
Revenues		10,031			10,507			(4.5	)
Costs		(7,729	)		(6,316	)		22.4
Gross profit		2,302			4,191			(45.1	)
General and administrative expenses		(676	)		(851	)		(20.6	)
Selling expenses		(470	)		(635	)		(26.0	)
Other operating results, net		(77	)		(89	)		(13.5	)
Profit from operations		1,079			2,616			(58.8	)
Activity profit		1,079			2,616			(58.8	)

77

Others

We include within “Others” the results coming from our investment in FyO.

Results

The following table shows Others activities’ results for fiscal year 2024, compared to preceding fiscal year:

	FY 2024			FY 2023			YoY var 2024 vs. 2023
	(In millions of ARS)						%
Revenues		116,105			99,759			16.4
Costs		(84,412	)		(63,584	)		32.8
Gross profit		31,693			36,175			(12.4	)
General and administrative expenses		(9,391	)		(8,831	)		6.3
Selling expenses		(13,645	)		(9,177	)		48.7
Other operating results, net		5,669			2,274			149.3
Profit from operations		14,326			20,441			(29.9	)
Profit from associates		(2,637	)		(3,225	)		(18.2	)
Segment Profit		11,689			17,216			(32.1	)

Corporate

This segment includes, principally, the corporative expenses related to the agricultural business.

Results

The following table shows the “Corporate” segment’s results for fiscal year 2024, compared to preceding fiscal years:

	FY 2023			FY 2022			YoY var 2023 vs. 2022
	(In millions of ARS)						%
Revenues		—			—			—
Costs		—			—			—
Gross profit		—			—			—
General and administrative expenses		(4,583	)		(5,187	)		(11.6	)
Loss from operations		(4,583	)		(5,187	)		(11.6	)
Segment loss		(4,583	)		(5,187	)		(11.6	)

Futuros y Opciones.Com S.A. (FyO)

FyO is an Argentine company, leader in the agricultural business since more than 25 years that provides high-quality services, whose mission is to provide specialized agricultural products to feed the world in a responsible and sustainable way, generating opportunities and growth, integrating production services, process, logistics and marketing of special products from the farm to the final consumer. Working with top-level experts and suppliers, ensuring traceability and quality throughout the commercial chain, adding value to the agricultural production chain. As of June 30, 2024, our interest in FyO was 51.2%.

FyO owns 96.37% of Amauta Agro S.A. (AMAUTA), whose objective is to carry out activities of production, export and import, and national and international purchase and sale of raw materials and agricultural products, focused on soil nutrition, and also owns a 96.37% stake in Fyo Acopio S.A. whose objective is the wholesale consignment of cereals and oilseeds, as well as the storage and conditioning service in the collection plant and the sale of agricultural inputs.

78

On August 2, 2023, FYOFOODS S.A.U. was established, with the main activity of production, formulation, marketing, national and/or international buy and sell, consignment, collection, storage, processing, export and/or intermediation of goods, raw materials, products, by-products, and/or derivatives of agricultural exploitation. As of June 30, 2024, FyO interests in FYOFOODS S.A.U. was 100%.

Additionally, on December 7, 2023, the sale of the companies Amauta Agro Uruguay S.A. and Amauta Agro S.A. (Paraguay) was carried out, resulting in a gain from discontinued operations.

Agrofy

During 2024, Agrofy focused on generating revenue with positive margins in the business units of Memberships, Transactions, Agrofy News, and Agrofy Pay, optimizing and reducing associated costs. Despite Argentina’s economic difficulties, which are reflected in a decrease in income and costs compared to the previous year, we managed to maintain the number of visits to the website and increase the number of registered users thanks to the plans implemented.

The main objectives of Agrofy are:

· to continue consolidating the membership and transaction business in the country;

· achieve effectiveness in the organizational structure by analyzing the need for the resources used to accomplish objectives efficiently;

· encourage the growth of the payment platform through Agrofy Pay, being a reliable payment solution within the industry; and

· development of “Clementina,” an assistant developed with Artificial Intelligence that helps the producer search within the Marketplace catalog for the products that best meet their requirements.

79

Farmland Portfolio

As of June 30, 2024, we owned, together with our subsidiaries, 27 farms, with a total surface area of 599,744 hectares.

The following table sets forth our farm portfolio as of June 30, 2024:

Potential use of farms owned and under concession as of June 30, 2024

Locality

Province

Date of Acquisition

Surface Area (has)

Main Business

Cattle (has)(3)

Sheep (has) (3)

Agriculture (has) (3)

Cattle (2) (Head)

El Recreo

Recreog

Catamarca

May ‘95

12,395

Natural woodlands

Los Pozos (4)

JV González

Salta

May ‘95

235,377

Cattle/ Agriculture/ Natural woodlands

32,697

22,719

38,404

San Nicolás (1)

Rosario

Santa Fe

May ‘97

1,396

Agriculture

146

1,031

Las Playas (1)

Idiazabal

Córdoba

May ‘97

1,497

Agriculture

1,497

La Gramilla/ Santa Bárbara

Merlo

San Luis

Nov ‘97

7,072

Agriculture Under irrigation

4,968

La Suiza

Villa Angela

Chaco

Jun ‘98

26,371

Agriculture/ Cattle

18,100

1,269

11,137

El Tigre

Trenel

La Pampa

Apr ‘03

7,860

Agriculture

240

6,498

4,266

San Pedro

Concepción de Uruguay

Entre Ríos

Sep ‘05

3,584

Agriculture

1,355

1,890

774

8 De Julio/ Estancia Carmen

Puerto Deseado

Santa Cruz

May ‘07/ Sep ‘08

100,911

Sheep

85,000

Cactus Argentina

Villa Mercedes

San Luis

Dec ‘97

171

Natural woodlands

101

Finca Mendoza

Lujan de Cuyo

Mendoza

Mar ‘11

674

Natural woodlands

Establecimiento Mendoza

Finca Lavalle

Mendoza

Nov ‘03

9

Natural woodlands

Los Sauces

Conhello

La Pampa

Jun ‘23

1,250

Agriculture

1,200

Jatoba

Jaborandi/BA

Brazil

Mar ‘07

8,868

Agriculture

7,006

Alto Taquarí

Alto Taquarí/MT

Brazil

Aug ‘07

1,380

Agriculture

696

Chaparral

Correntina/BA

Brazil

Nov ‘07

24,885

Agriculture

17,336

Nova Buriti

Januária/MG

Brazil

Dec ‘07

24,212

Forestry

Preferência

Barreiras/BA

Brazil

Sep ‘08

17,799

Agriculture / Natural woodlands

7,335

391

11,301

São José

São Raimundo das Mangabeiras/MA

Brazil

Feb ‘17

17,566

Agriculture

8,184

Arrojadinho

Jaborandi/BA

Brazil

Jan ‘20

16,642

Agriculture

3,184

5,622

2,588

Rio do Meio

Correntina/BA

Brazil

Jan ‘20

5,750

Agriculture

4,127

Serra Grande

Baixa Grande do Ribeiro/PI

Brazil

Apr ‘20

4,489

Agriculture

2,758

Panamby

Querencia/MT

Brazil

Sep ‘22

10,844

Agriculture

5,379

Marangatu/Udra

Mariscal Estigarribia

Paraguay

Feb ‘09

58,722

Agriculture/ Natural woodlands

4,155

11,964

3,725

Las Londras

Santa Cruz

Bolivia

Nov ‘08

4,555

Agriculture

4,102

San Rafael

Santa Cruz

Bolivia

Nov ‘08

3,109

Agriculture

2,814

La Primavera

Santa Cruz

Bolivia

Jun ‘11

2,356

Agriculture

1,860

Subtotal Owned

599,744

67,313

85,000

113,311

72,195

Agropecuaria Anta S.A

Las Lajitas

Salta

132,000

2,696

22,087

—

Subtotal Under Concession

132,000

2,696

22,087

—

Total

731,744

70,009

85,000

135,398

72,195

(1)	Hectares in proportion to our 34.86% interest in Agro-Uranga S.A.
(2)	Does not include sheep or cattle in sold or rented fields.
(3)	Represents the potential use of the farms during the fiscal year.
(4)	On September 30, 2024, the Company informed that it had sold a 3,630 hectares fraction of land reserve with productive potential of the “Los Pozos” farm. Please see “Recent Developments — Cresud’s Recent Developments — Farmland Fraction Sale - Los Pozos”.

80

Additional information about our Farmlands

Argentina

El Recreo

“El Recreo” farm, located 970 kilometers northwest of Buenos Aires, in the Province of Catamarca, was acquired in May 1995. It has semi-arid climate and annual rainfall, which do not excess of 400 mm. This farm is maintained as a productive reserve.

Los Pozos

“Los Pozos” farm located 1,600 kilometers northwest of Buenos Aires, in the Province of Salta, was acquired in May 1995. This property is located in a semi-arid area with average annual rainfall of 500 mm. The area is naturally suited to cattle raising and forestry activities (poles and fence posts), and it has agricultural potential for summer crops such as soybean, sorghum and corn, among others. For the fiscal year ended June 30, 2024, we used 22,719 hectares in agricultural production, 4,800 hectares were leased to third parties, and there were 38,404 heads of cattle in this farm.

On October 5, 2023, we sold a fraction of 4,262 hectares fraction of land reserve with productive potential of “Los Pozos” farm, keeping the ownership of approximately 235,300 hectares of the property.

On September 30, 2024, the Company informed that it had sold a 3,630 hectares fraction of land reserve with productive potential of the “Los Pozos” farm. For more information see “Recent Developments — Cresud’s Recent Developments — Farmland Fraction Sale - Los Pozos”.

San Nicolás

“San Nicolás” is a 4,005 hectares farm owned by Agro-Uranga S.A., and is located in the Province of Santa Fe, approximately 45 kilometers from the Port of Rosario. As of June 30, 2024, 5,618 hectares were planted for agricultural production, including double crops, and 146 hectares were used for cattle. The farm has two plants of silos with a storage capacity of 14,950 tons.

Las Playas

“Las Playas” farm has a surface area of 4,294 hectares and is owned by Agro-Uranga S.A. It is located in the Province of Córdoba, and it is used for agricultural purposes. As of June 30, 2024, the farm had a sown surface area, including double crops, of 6,509 hectares for crop production.

La Gramilla and Santa Bárbara

These farms have a surface area of 7,072 hectares and it is located in Valle de Conlara, in the Province of San Luis. Unlike other areas in the Province of San Luis, this valley has a high-quality underground aquifer which makes these farms well suited for agricultural production after investments were made in the development of lands, wells and irrigation equipment. In the course of the 2023/2024 crop season, a total of 6,157 hectares were sown, including double crops. The remaining hectares were allocated to land reserves.

La Suiza

“La Suiza” farm has, at the end of the fiscal year, a surface area of 26,371 hectares and is located in Villa Ángela, Province of Chaco. It is used for agriculture and raising cattle. As of June 30, 2024, “La Suiza” had a stock of approximately 11,137 heads of cattle. During the 2023/2024 season, we used 1,269 hectares for agricultural production and 18,100 for livestock production.

81

El Tigre

“El Tigre” farm was acquired on April 30, 2003, and has a surface area of 7,860 hectares. It is located in Trenel, Province of La Pampa. As of June 30, 2024, 7,717 hectares were assigned to crop production, including double crops. On December 14, 2023, Cresud completed the sale of a fraction of 500 hectares of agricultural activity of the establishment. For more information see “Item 4. Information on the Company — A. History and Development of the Company — Significant acquisitions, dispositions and development of business — Agricultural Business — Sale of fraction of “El Tigre” farm.”

San Pedro

“San Pedro” farm was purchased on September 1, 2005. It has a surface area of 3,582 hectares (1,355 of which are used for breeding livestock) and is located in Concepción del Uruguay, Province of Entre Ríos, which is 305 kilometers north of Buenos Aires. In the course of the 2023/2024 crop season, 2,635 hectares were used for agricultural production, including double crops. As of June 30, 2024, there were 774 heads of cattle in this farm.

8 de Julio and Estancia Carmen

“8 de Julio” farm was acquired on May 15, 2007, and has a surface area of 90,000 hectares. It is in the Department of Deseado in the Province of Santa Cruz. Due to its large surface area, this farm offers excellent potential for sheep production. In addition, we believe the land has potential for future tourism and recreational activities, as the southeast border of the farm, a coast stretches over 20 kilometers. “Estancia Carmen” was acquired on September 5, 2008, and has a surface area of 10,911 hectares. It is in the Province of Santa Cruz, next to our “8 de Julio” farm.

Cactus

The property has a surface area of 171 hectares. It is located in Villa Mercedes, Province of San Luis. Given the proximity to the urban areas, it has potential for urban development.

Finca Mendoza

In March 2011, we acquired a farm located in the province of Mendoza, Department of Luján de Cuyo, with a surface area of 674 hectares, which is currently maintained as a productive reserve.

Los Sauces

On June 30, 2023, “Los Sauces” farm was acquired and has a surface area of 1,250 hectares for agriculture located in the department of Conhello, in the province of La Pampa. In the course of the 2023/2024 crop season, 1,205 hectares were used for agricultural production, including double crops.

Establecimiento Mendoza

The farm is located on the north of the city of Mendoza, in the department of Lavalle. It consists of 9 hectares, which are currently not in use and are considered land reserves.

Agropecuaria Anta (concession)

The “Agropecuaria Anta” farm is located in the department of Anta, in the west of the Province of Salta. It is located 46 km from Las Lajitas and 87 km from Joaquín V. Gonzalez, both tows of the Province of Salta. It corresponds to a permit to use public land for 35 years with expiration in 2035, extendable to 29 more years.

82

Within the contracts framework with the state company Salta Forestal S.A., through which rural properties were granted to Cresud, the Government of the Province of Salta has decreed -through executive orders 815/20, 395/21, 396/21, 397 /21, 398/21, 129/23, 130/23, 131/23, 132/23, 133/23, 134/23 and 135/23 - the rejection of the hierarchical appeals filed by Cresud against the fees liquidation made by Salta Forestal S.A. and, depending on the campaign, by the Department of Agriculture Affairs for the 2013/2014, 2014/2015, 2016/2017, 2017/2018, 2018/2019, 2019/2020 and 2021/2021 for the crops indicated. In this context, Cresud has initiated the judicial action against the aforementioned executive orders and in return the province of Salta has initiated an executive lawsuit and a garnishment for the amounts of the disputed amounts. To date, garnishment have been processed within the framework of file 726737/20 and in relation to executive order 815/20, for the sum of ARS 219 million, in the framework of file 739946/21 and in relation to executive order 395/21, for the sum of ARS 6 million, in the framework of file 742573/21 and in relation to executive order 396/21, for the sum of ARS 210 million, in the framework of file 739937/21 and in relation to executive order 397/21, for the sum of ARS 289 million, and within the framework of file 740034/21 and in relation to executive order 398/21, for the sum of ARS 260 million  In this regard, and based on the executive orders issued by the Government of Salta and in accordance with what was reported by our external advisory lawyers, the contingency is estimated in the amount of ARS 978 million.

Brazil (through our subsidiary BrasilAgro)

Jatobá

Jatobá is a farm in the northeastern region of Brazil, with a total surface area of 8,868 hectares. Jatobá was acquired in March 2007. We consider that this farm is in a very advantageous location for the movement of crops, as it is close to the Candeias Port, in the State of Bahia. During the 2023/2024 season, 6,729 hectares were used for agriculture.

Alto Taquarí

Alto Taquarí is located in the municipal district of Alto Taquarí, State of Mato Grosso, with a total surface area of 1,380 hectares. The farm was acquired in August 2007. Before we purchased it, the farm had been used for agriculture and cattle raising. Following its transformation, it is being used for sugarcane production.

On October 22, 2024, Brasilagro informed that it has completed the second stage of the sale of Fazenda Alto Taquarí. The second stage involved the sale of 1,157 arable hectares. The sale price was 1,100 soybean bags per arable hectare, totaling approximately BRL 189.4 million (~BRL 163,755 per arable hectare), which will be recognized in the second quarter of the fiscal year 2025 (values updated as of today). With this stage completed, Brasilagro has transferred ownership and ceased operations in this area. The first stage was completed in October 2021 and involved the sale of 1,537 arable hectares, totaling 3,723 hectares (2,694 arable hectares).

With this sale, all the plateau areas of Fazenda Alto Taquarí have been sold, leaving a remaining portfolio of 1,380 hectares (includes both stages of sales described above). The remaining area is adjacent to the already sold land but has different soil and altitude characteristics. Although they are not plateau areas, they are currently being used for sugarcane cultivation.

Chaparral

Chaparral is a 24,885-hectare farm, with 17,336 hectares dedicated to agriculture production. It is located in the municipal district of Correntina, State of Bahia. The farm was acquired in November 2007.

Nova Buriti

Located in the municipal district of Januária, State of Minas Gerais, Nova Buriti has a surface area of 24,212 hectares. Nova Buriti was acquired in December 2007. It is located in the southeastern region of Brazil and it is close to the large iron industries. We are currently in the process of obtaining the necessary environmental permits in order to begin operations.

Preferencia

Preferência is located in the municipal district of Barreiras, in the State of Bahia. It has a total surface area of 17,799, with 7,335 hectares for livestock activities. It was acquired in September 2008. The farm is being transformed into a pasturing area and will be later developed for agricultural purposes.

Sao José

Located in São Raimundo das Mangabeiras, in the state of Maranhão. With a total area of 17,566 hectares, with 8,184 hectares of arable area. It was acquired in February 2017.

Arrojadinho

Located in Jaborandi, in the state of Bahia. With a total area of 16,642 hectares, of which 5,622 hectares of arable area and 3,184 for livestock activities. It was acquired in January 2020.

83

Rio do Meio

Located in Correntina, in the state of Bahia. With a total area of 5,750 hectares, of which 4,127 hectares are used for agricultural activities. It was acquired in January 2020.

Serra Grande

Located in Baixa Grande do Ribeiro, in the state of Piauí. With a total area of 4,489 hectares, of which 2,758 hectares are agricultural hectares. It was acquired in May 2020.

Panamby

In September 2022, we acquired the Panamby farm, located in the municipality of Querência, in the State of Mato Grosso. The Panamby farm has an area of 10,844 hectares, 4,564 hectares of which are agricultural hectares.

Paraguay (through BrasilAgro)

Marangatú / Udra

We own, through BrasilAgro, the “Marangatú/UDRA” farms, located in Mariscal José Félix Estigarribia, Department of Boquerón, Paraguayan Chaco, Republic of Paraguay, with a total area of  58,722 hectares, 11,964 hectares of which are agricultural hectares and 4,155 for livestock activities.

Bolivia (through BrasilAgro)

In February 2021, the company sold 100% of the shares of its indirectly controlled subsidiaries, Agropecuaria Acres del Sud S.A. (“Acres del Sud”), Ombu Agropecuaria S.A, Yatay Agropecuaria S.A., and Yuchan Agropecuaria S.A. owners of approximately 9,900 agricultural hectares in the core zone from Bolivia to BrasilAgro for the approximate sum of USD 30 million.

Las Londras

On January 22, 2009, the bill of purchase for the “Las Londras” farm was cast into public deed; it has a surface area of 4,555 hectares and is located in the Province of Guarayos, Republic of Bolivia.

Acres del Sud is the plaintiff in a lawsuit in the 2nd Room of the Agro-Environmental Court of Santa Cruz that seeks the invalidation of the Sanitation Final Resolution – RASS No. 0504/2021 of November 25, 2021, by which Instituto Nacional de Reforma Agrária e Servicio Nacional de Areas Protegidas - INRA (i) determined that the Acres del Sud fraction (previously known as Las Londras I, Las Londras II, and Las Londras III), is superimposed on the Guarayos Forest Reserve, declaring the illegality of the possession of Acres del Sud regarding the property called Acres del Sud in an area of 4,435.1 hectares; and (ii) declared it as non-available fiscal land, leaving only 50 hectares remaining out of a total of 4,485.1 hectares. On September 13, 2023, the 2nd Room of the Agro-Environmental Court of Santa Cruz dismissed the lawsuit as unfounded, maintaining the Sanitation Final Resolution – RASS No. 0504/2021 of November 25, 2021. On January 15, 2024, Acres del Sud filed a constitutional injunction to challenge a ruling issued by the Agro-Environmental Court, and on January 25, 2024, the Fourth Constitutional Chamber issued Judgment No. 04/24, annulling the decision issued on September 13, 2023, by the Agro-Environmental Court. The ruling determined that the Agro-Environmental Court must issue a new decision considering the arguments presented by the Constitutional Court. Based on the assessment of its external legal advisors in Bolivia, Acres del Sud believes it is likely that the Agro-Environmental Court will issue a favorable new ruling, which is why Acres del Sud has not made a provision regarding this matter. If a successful and a favorable new ruling is not issued, Acres del Sud will suffer an adverse impact of approximately USD 13.0 million.

84

San Rafael

On November 19, 2008, the bill of purchase for the “San Rafael” farm was cast into public deed. This farm is located in the Province of Guarayos, Republic of Bolivia, and has a surface area of 3,109 hectares, which were used for agricultural production during the 2023/2024 crop season.

La Primavera

On June 7, 2011, we acquired the “La Primavera” farm, located in the Province of Guarayos, Republic of Bolivia, with a surface area of approximately 2,356 hectares. During the 2023/2024 season, this farm was used for agricultural production.

Land Management

In contrast to traditional Argentine farms, run by families, we centralize policy making in an Executive Committee that meets on a weekly basis in Buenos Aires. Individual farm management is delegated to farm managers who are responsible for farm operations. The Executive Committee lays down commercial and production rules based on sales, market expectations and risk allocation.

We rotate the use of our pasture lands between agricultural production and cattle feeding and the frequency depends on the location and characteristics of the farmland. The use of preservation techniques (including exploitation by no till sowing) frequently allows us to improve farm performance.

Subsequent to the acquisition of the properties, we make investments in technology in order to improve productivity and increase the value of the property. It may be the case that upon acquisition, a given extension of the property is under-utilized or the infrastructure may be in need of improvement. We have invested in traditional fencing and in electrical fencing, watering troughs for cattle herds, irrigation equipment and machinery, among other things.

Principal Markets

Crops

Our crop production is mostly sold in the domestic market. The prices of our crops are based on the market prices quoted in Argentine grains exchanges such as the Buenos Aires Grains Exchange (Bolsa de Cereales de Buenos Aires) and the cereal exchanges in each country, which take as reference the prices in international grains markets. The largest part of this production is sold to exporters who offer and ship this production to the international market. Prices are quoted in relation to the month of delivery and the port in which the product is to be delivered. Different conditions in price, such as terms of storage and shipment, are negotiated between the end buyer and ourselves.

Cattle

Our cattle production is sold in the local market. The main buyers are slaughterhouses and supermarkets.

Prices in the cattle market in Argentina are basically fixed by local supply and demand. The Liniers Market (on the outskirts of the Province of Buenos Aires) provides a standard in price formation for the rest of the domestic market. In this market live animals are sold by auction on a daily basis. At Liniers Market, prices are negotiated by kilogram of live weight and are mainly determined by local supply and demand. Prices tend to be lower than in industrialized countries. Some supermarkets and meat packers establish their prices by kilogram of processed meat; in these cases, the final price is influenced by processing yields.

85

Customers

For the fiscal year 2024, our sales from the agribusiness segment (excluding sales of farms) were made to approximately 30 customers. Sales to our ten largest customers represented approximately 55% to 60% of our net sales. Some of these customers included Cargill, FASA, Bunge Alimentos S.A., ACA, GLENCORE, Quilmes, COFCO, Grobocopatel, Molinos Río de la Plata, Boomalt and Viterra. We have signed non-binding letters of intent with some of our largest customers that allow us to estimate the volume of the demand for certain products and to plan production accordingly. We generally enter into short-term agreements with a term of less than a year.

Marketing Channels and Sales Methods

Crops

We normally work with grains brokers and other intermediaries to trade in the exchanges. We sell part of our production in advance through futures contracts and buy and sell options to hedge against a drop in prices. Approximately 89% of the futures and options contracts are closed through the Buenos Aires Grains Exchange and 11% in the Chicago Board of Trade for hedging purposes.

Our storage capabilities allow us to condition and store crops with no third-party involvement and thus to capitalize the fluctuations in the price of commodities. In addition, we store crops in silo bags. On the other hand, in Brazil we have a total storage capacity of approximately 52,000 tons.

Cattle

We have several marketing channels. We sell directly to local meat processors and supermarkets, as well as in markets and auctions. Our customers include Frigorífico Swift, Arre Beef S.A., Colombo y Magliano S.A., Frimsa S.A and and Frigorífico General Pico S.A. at prices based on the cattle market for export and local categories.

We are usually responsible for the costs of the freight to the market and, in general, we pay commissions on our transactions.

Inputs

The current direct cost of our production of crops varies in relation to each crop and normally includes the following costs: tillage, seeds, agrochemicals and fertilizers. We buy in bulk and store seeds, agrochemicals and fertilizers to benefit from discounts offered during off-season sales.

Competition

The agricultural and livestock sector is highly competitive, with a huge number of producers. We are one of the leading producers in Argentina and the region. However, if we compare the percentage of our production to the country’s total figures, our production would appear as extremely low, since the agricultural market is highly atomized. Our leading position improves our bargaining power with suppliers and customers. In general, we obtain discounts in the region in the acquisition of raw materials and an excess price in our sales.

Historically, there have been few companies competing for the acquisition and leases of farmlands for the purpose of benefiting from land appreciation and optimization of yields in the different commercial activities. However, we anticipate the possibility that new companies, some of them international, may become active players in the acquisition of farmlands and the leases of sown land, which would add players to the market in coming years.

Seasonality

As is the case with any company in the agro-industrial sector, our business activities are inherently seasonal. Harvest and sales of crops (corn, soybean and sunflower) in general take place from February to June. Wheat is harvested from December to January. With respect to our international market, in Bolivia climate conditions allow a double season of soybean, corn and sorghum production and, accordingly, these crops are harvested in April and October, while wheat and sunflower are harvested during August and September, respectively. Other segments of our activities, such as our sales of cattle and our forestry activities tend to be more of a successive character than of a seasonal character. However, the production of beef is generally higher during the second quarter, when pasture conditions are more favorable. In consequence, there may be significant variations in results from one quarter to the other.

86

Urban Properties and Investments Business (through our subsidiary IRSA)

As of June 30, 2024, our investment in IRSA’s common shares amounts to 55.40%.

The following information corresponds to data of the segments extracted from our subsidiary IRSA’s Annual Report and Financial Statements as of June 30, 2024.

Overview

Shopping Malls

As of June 30, 2024, IRSA owned a majority interest in, and operated a portfolio of, 15 shopping malls in Argentina, six of which are located in the City of Buenos Aires (Abasto Shopping, Alcorta Shopping, Alto Palermo Shopping, Patio Bullrich, Dot Baires Shopping and Distrito Arcos), two of which are located in the greater Buenos Aires area (Alto Avellaneda and Soleil Premium Outlet), and the rest of which are located in different provinces of Argentina (Alto Noa in the City of Salta, Alto Rosario in the City of Rosario, Mendoza Plaza in the City of Mendoza, Córdoba Shopping Villa Cabrera and Patio Olmos (operated by a third party) in the City of Córdoba, La Ribera Shopping in Santa Fe (through a joint venture) and Alto Comahue in the City of Neuquén.

As of June 30, 2024, IRSA portfolio’s leasable area totaled 336,545 sqm of GLA (excluding certain spaces occupied by hypermarkets, which are not our tenants). Real tenants’ sales of our shopping centers reached ARS 2,260,614 million in the fiscal year 2024 and ARS 2,366,060 million in the fiscal year 2023, 4.5%, in real terms, lower than 2023. The tenants’ sales of our shopping centers are relevant to our income and profitability because they are one of the factors that determine the amount of rent that we can collect from them. They also affect the overall occupancy costs of tenants as a percentage of their sales.

The following table shows certain information about IRSA’s shopping malls as of June 30, 2024:

	Date of					Our
	acquisition/			Number	Occupancy	ownership
Shopping malls	development	Location	GLA (1)	of stores	rate (2)	interest (3)	Rental revenue
			(sqm)		(%)	(%)	(in millions of ARS)
Alto Palermo	Dec-97	City of Buenos Aires	20,733	140	99.4	100	27,470
Abasto Shopping (4)	Nov-99	City of Buenos Aires	37,166	151	99.5	100	26,051
Alto Avellaneda	Dec-97	Buenos Aires Province	39,784	119	93.7	100	17,731
Alcorta Shopping	Jun-97	City of Buenos Aires	15,859	107	99.9	100	16,515
Patio Bullrich	Oct-98	City of Buenos Aires	11,395	90	91.2	100	8,611
Dot Baires Shopping	May-09	City of Buenos Aires	48,018	162	99.3	80	16,038
Soleil Premium Outlet	Jul-10	Buenos Aires Province	15,675	73	100	100	9,073
Distrito Arcos	Dec-14	City of Buenos Aires	14,508	63	100	90	13,412
Alto Noa Shopping	Mar-95	Salta	19,427	83	99.4	100	5,399
Alto Rosario Shopping	Nov-04	Santa Fe	34,858	130	93.7	100	17,532
Mendoza Plaza Shopping	Dec-94	Mendoza	41,511	118	98.6	100	7,907
C rdoba Shopping	Dec-06	C rdoba	15,368	98	99.5	100	6,056
La Ribera Shopping	Aug-11	Santa Fe	10,542	67	91.7	50	1,623
Alto Comahue	Mar-15	Neuqu n	11,701	84	99.4	99.95	5,307
Patio Olmos (5)	Sep-07	C rdoba
Total			336,545	1,485	97.6		178,725

______________________

(1)	Corresponds to GLA at each property. Excludes common areas and parking spaces.
(2)	Calculated dividing occupied square meters by leasable area as of the last day of the fiscal year.
(3)	IRSA’s effective interest in each of its business units.
(4)	Excludes Museo de los Niños which represents 3,732 square meters in Abasto
(5)	Does not include the rental revenues of Patio Olmos. IRSA owns the historic building where the Patio Olmos shopping mall is located in the province of Cordoba. The property is managed by a third party.

Tenant retail sales

During the fiscal year 2024, the sales of IRSA’s shopping malls tenants reached ARS 2,260,614 million, decreasing by 4.5% compared to the previous fiscal year.

Tenants’ sales of shopping malls located in the City of Buenos Aires and Greater Buenos Aires decreased a 3.2% compared to previous fiscal year, from ARS 1,657,307 million to ARS 1,605,069 million during the fiscal year 2024, while those in the interior of the country decreased a 7.5% compared to previous fiscal year, from ARS 708,753 million to ARS 655,545 million during the fiscal year 2024.

The following table sets forth the total retail sales of IRSA’s shopping mall tenants for the fiscal years indicated:

	For the fiscal years ended June 30, (1)
	2024		2023		2022		2021		2020
	(in millions of ARS)
Alto Palermo		293,534		310,288		255,735		95,873		168,407
Abasto Shopping		306,292		338,464		261,260		83,457		171,257
Alto Avellaneda		233,456		231,712		183,224		69,450		151,313
Alcorta Shopping		170,099		182,666		174,797		72,838		100,406
Patio Bullrich		94,123		101,168		92,574		46,902		68,298
Dot Baires Shopping		190,979		190,286		162,191		63,907		134,520
Soleil Premium Outlet		140,712		125,975		115,895		56,105		69,892
Distrito Arcos		175,874		176,748		150,395		81,599		78,924
Alto Noa Shopping		90,271		96,847		92,381		68,402		68,176
Alto Rosario Shopping		236,778		267,936		241,799		145,684		142,545
Mendoza Plaza Shopping		138,306		144,975		137,161		118,236		111,243
Córdoba Shopping Villa Cabrera		75,872		84,248		77,066		48,522		43,907
La Ribera Shopping (2)		36,788		42,496		36,748		17,963		29,091
Alto Comahue		77,530		72,251		58,230		26,561		41,663
Total		2,260,614		2,366,060		2,039,456		995,499		1,379,642

__________________________

(1)	Retail sales based upon information provided to IRSA by retailers and prior owners. The amounts shown reflect 100% of the retail sales of each shopping mall, although in certain cases IRSA owns less than 100% of such shopping malls. Includes sales from stands and excludes spaces used for special exhibitions.
(2)	Owned by Nuevo Puerto Santa Fe S.A., in which IRSA is a joint venture partner.

87

Total tenant retail sales by type of business

The following table sets forth the retail sales of IRSA’s shopping mall tenants by type of business for the fiscal years indicated:

	For the fiscal years ended June 30, (1)
	2024		2023		2022		2021		2020
	(in millions of ARS)
Clothes and footwear		1,309,274		1,383,152		1,220,003		570,325		754,874
Entertainment		60,112		67,648		48,682		7,386		42,369
Home and decoration		54,982		58,182		55,183		29,852		28,184
Home Appliances		261,756		262,133		183,183		75,825		155,400
Restaurants		291,784		274,245		192,868		158,922		196,680
Miscellaneous		51,477		41,180		306,683		16,771		16,485
Services		230,433		279,520		32,854		112,261		112,180
Department Store (2)		796		—		—		24,157		73,470
Total		2,260,614		2,366,060		2,039,456		995,499		1,379,642

____________________________

(1)	Sales based on information provided by tenants. The figures reflect 100% of the retail sales of each shopping mall, although in certain cases IRSA owns a percentage of less than 100% of said shopping centers. Includes sales from stands and excludes spaces used for special exhibitions.
(2)	Includes “Ronda”, a multipurpose store located in Dot Baires, composed of 70% gastronomy, 25% entertainment and 5% clothing.

Occupancy rate

The following table sets forth the occupancy rate of IRSA’s shopping malls expressed as a percentage of GLA of each shopping mall for the fiscal years indicated:

	As of June 30,
	2024		2023		2022		2021		2020
	(%)
Alto Palermo		99.4		100.0		98.0		98.4		91.9
Abasto Shopping		99.5		99.5		98.9		99.7		94.9
Alto Avellaneda		93.7		92.5		81.4		64.8		97.4
Alcorta Shopping		99.9		96.1		99.7		90.6		97.3
Patio Bullrich		91.2		92.7		92.4		87.8		91.4
Dot Baires Shopping		99.3		98.6		83.5		80.7		74.6
Soleil Premium Outlet		100.0		100.0		100.0		90.3		97.1
Distrito Arcos		100.0		100.0		100.0		100.0		93.8
Alto Noa Shopping		99.4		100.0		96.7		98.1		99.0
Alto Rosario Shopping		93.7		93.8		96.3		95.4		97.2
Mendoza Plaza Shopping		98.6		99.1		91.1		97.3		97.8
Córdoba Shopping Villa Cabrera		99.5		97.7		100.0		91.4		95.4
La Ribera Shopping		91.7		96.8		97.1		96.2		99.0
Alto Comahue		99.4		96.7		97.4		92.4		96.2
Total		97.6		97.4		93.1		89.9		93.2

88

Rental price

The following table shows the annual average rental price per square meter of IRSA’s shopping malls for the fiscal years indicated:

	For the fiscal years ended June 30, (1)
	2024		2023		2022		2021		2020
	(in ARS)
Alto Palermo		980,948		1,021,881		815,515		347,514		701,017
Abasto Shopping		529,301		552,695		404,975		136,032		319,066
Alto Avellaneda		371,959		380,692		264,481		94,736		228,405
Alcorta Shopping		743,553		775,936		694,980		305,736		449,083
Patio Bullrich		555,156		579,326		398,960		169,224		352,192
Dot Baires Shopping		239,702		248,431		195,254		60,968		177,071
Soleil Premium Outlet		495,694		435,214		373,647		171,011		250,574
Distrito Arcos		725,806		727,719		581,165		336,011		494,313
Alto Noa Shopping		241,571		241,546		213,997		139,758		160,646
Alto Rosario Shopping		416,748		465,229		422,682		231,511		237,121
Mendoza Plaza Shopping		160,584		168,262		140,431		98,764		109,089
Córdoba Shopping Villa Cabrera		323,725		342,079		288,734		168,864		178,691
La Ribera Shopping		123,316		128,776		93,551		28,682		89,234
Alto Comahue		396,462		351,853		260,205		67,150		604,330

___________________

(1) Corresponds to consolidated annual accumulated rental prices divided by gross leasable square meters. Does not include revenue from Patio Olmos.

Revenues from the Shopping Malls segment

When analyzing the composition of the income of the shopping malls segment between 2024 and 2023, we can observe a recovery in rental income, which represented approximately 44% of the segment’s income, while percentage rent, which depends on the sales of our tenants, represented approximately 36% of the segment’s income.

The following table sets forth IRSA’s revenue from cumulative leases by revenue category for the fiscal years presented:

	For the fiscal year ended June 30,
	2024		2023		2022		2021			2020
	(in millions of ARS)
Base rent		77,241		70,873		47,281		32,327			61,704
Percentage rent		62,294		72,508		67,080		18,952			29,016
Total rent		139,535		143,381		114,361		51,279			90,720
Non-traditional advertising		6,052		3,853		3,188		1,442			3,630
Revenue from admission rights		17,345		14,876		11,239		10,347			17,815
Fees		1,595		1,546		1,676		1,768			2,073
Parking		8,367		7,780		4,614		490			5,840
Commissions		5,634		4,261		3,292		2,363			3,061
Other		197		305		337		2,354			413
Subtotal		178,725		176,002		138,707		70,043			123,552
Other revenues (1)		925		244		129		119			137
Adjustments and eliminations		—		—		—		(264	)		(6,632	)
Total		179,650		176,246		138,836		69,898			117,057

__________________

(1) As of June 30, 2024, includes ARS 139.2 million attributable to Patio Olmos and ARS 789.9 million attributable to production sponsorship income (BAF).

89

Rental revenue

The following table sets forth total rental income for each of IRSA’s shopping malls for the fiscal years indicated:

	For the fiscal years ended June 30, (1)
	2024		2023		2022		2021			2020
	(in millions of ARS)
Alto Palermo		27,470		27,790		22,147		10,366			19,661
Abasto Shopping		26,051		25,814		18,302		7,442			16,867
Alto Avellaneda		17,731		17,287		12,472		6,063			11,837
Alcorta Shopping		16,515		15,976		13,591		6,335			10,485
Patio Bullrich		8,611		8,805		6,153		2,779			6,063
Dot Baires Shopping		16,038		15,129		11,573		5,855			12,881
Soleil Premium Outlet		9,073		8,003		6,832		3,258			4,886
Distrito Arcos		13,412		13,000		10,421		5,454			9,050
Alto Noa Shopping		5,399		5,250		4,622		3,165			3,645
Alto Rosario Shopping		17,532		18,803		16,410		9,652			10,251
Mendoza Plaza Shopping		7,907		7,895		6,777		5,060			5,829
Córdoba Shopping Villa Cabrera		6,056		6,045		4,919		3,091			3,492
La Ribera Shopping (2)		1,623		1,598		1,115		416			1,163
Alto Comahue		5,307		4,607		3,373		1,107			7,442
Subtotal		178,725		176,002		138,707		70,043			123,552
Other revenues (3)		925		244		130		119			137
Reconciliation adjustments		—		—		—		(264	)		(6,632	)
Total		179,650		176,246		138,837		69,898			117,057

____________________

(1)	Includes base rent, percentage rent, admission rights, fees, parking, commissions, revenue from non-traditional advertising and others. Does not include Patio Olmos.
(2)	Through IRSA’s joint venture Nuevo Puerto Santa Fe S.A.
(3)	As of June 30, 2024, includes ARS 139.2 million attributable to Patio Olmos and ARS 789.9 million attributable to BAF production sponsorship income.

Lease expirations

The following table sets forth the schedule of estimated lease expirations for IRSA’s shopping malls for leases in effect as of June 30, 2024, assuming that none of our tenants exercises its option to renew or terminate its lease prior to expiration:

	As of June 30, 2024
Agreements’ Expiration (as of end of fiscal year)	Number of agreements (1)		Square meters to expire		Due to expire		Total lease payments  (2)		Agreements
					(%)		(in millions of ARS)		(%)
Vacant Stores		33		8,079						0
Expired in-force		28		22,738		7.0		2,079		2.5
2025		432		87,463		26.6		16,050		19.5
2026		406		72,159		22.0		24,998		30.3
2027		360		84,852		25.8		25,323		30.7
2028 and subsequent years		172		61,253		18.6		14,064		17.0
Total (3)		1,398		328,465		100.0		82,514		100.0

______________________

(1)	Includes vacant stores as of June 30, 2024. A lease may be associated with one or more stores.
(2)	The amount expresses the annual base rent as of June 30, 2024, of agreements due to expire.
(3)	Does not include unoccupied stores.

90

New leases and renewals

The following table shows certain information about IRSA’s leases agreement as of June 30, 2024:

							Average annual bas
							rent per sq						Annual
					Annual						Number of non-		base rent amount per sqm
	Number of		Annual		admission		New and		Former		renewed		Non-renewed
Type of business	agreements renewed		base rent		rights		renewed		agreements		agreements (1)		agreements (1)
			(in millions of ARS)				(ARS/sqm)						(ARS/sqm)
Clothing and footwear		232		14,458		3,069		449,759		278,143		555		447,237
Miscellaneous (2)		67		3,915		831		783,696		398,786		148		550,568
Restaurant		47		2,360		501		427,835		264,719		169		709,542
Services		28		1,464		311		349,103		170,509		30		285,921
Home appliances		15		1,120		238		720,972		198,146		59		462,932
Home and decoration		9		547		116		484,161		230,216		46		306,658
Supermarket		1		89		19		28,942		30,310		2		35,646
Entertainment		5		731		155		85,687		23,873		18		73,675
Total (3)		404		24,684		5,240		569,870		282,161		1,027		486,906

_____________________

(1)	Includes vacant stores as of June 30, 2024. GLA with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores.
(2)	Miscellaneous includes anchor stores.
(3)	Weighted average for Average annual base rent per sqm related to Number of agreements renewed.

Five largest tenants of the portfolio

The five largest tenants in our portfolio (in terms of sales) as of June 30, 2024 represents approximately 9.1% of IRSA’s gross leasable, 13.3% of the annual basic rent and 16.8% of the sales of the shopping mall sales for the fiscal year ending on that date.

The following table describes our portfolio’s five largest tenants:

Tenant	Type of Business	Sales	GLA
		(%)	(sqm)	(%)
Zara	Clothes and footwear	5.7	10,771	3.1
Nike	Clothes and footwear	3.2	6,994	2.1
Puma	Clothes and footwear	2.9	3,261	1
Adidas	Clothes and footwear	2.6	5,118	1.5
McDonald s	Restaurant	2.4	4,550	1.4
Total		16.8	30,694	9.1

Principal Terms of our Leases

Under the Argentine Civil and Commercial Code, the term of the leases cannot exceed twenty years for residential leases and fifty years for the other leases.

Leasable space in IRSA’s shopping malls is marketed through an exclusive arrangement with our wholly owned subsidiary and real estate broker Fibesa S.A., or “Fibesa.” IRSA use a standard lease agreement for most tenants at our shopping malls, the terms and conditions of which are described below. However, our largest or “anchor” tenants generally negotiate better terms for their respective leases. No assurance can be given that lease terms will be as set forth in the standard lease agreement.

Rent amount specified in IRSA’s leases generally is the higher of (i) a monthly Base Rent and (ii) a specified percentage of the tenant’s monthly gross sales in the store, which percentage generally ranges between 2% and 12% of tenant’s gross sales. Additionally, under the rent adjustment clause included in most of its rental contracts, the tenant’s basic rent is generally updated monthly or quarterly and cumulatively by the CPI index.

91

In addition to rent, IRSA charge most of its tenants an admission right, which must be paid upon execution of the lease agreement and upon its renewal. The admission right is normally paid as a lump sum or in a small number of monthly installments. If the tenants pay this fee in installments, the tenants are responsible for paying the balance of any such unpaid amount if they terminate the lease prior to its expiration. In the event of unilateral termination and/or resolution for breach by the tenants, tenants will not be refunded their admission payment without our consent.

IRSA lease its stores, kiosks and spaces in its shopping malls through our wholly-owned subsidiary Fibesa. IRSA charge its tenants a fee for the brokerage services, which usually amounts to approximately three months of the Base Rent plus the admission right.

The tenants of the shopping centers have electricity, gas and water services and, if applicable, depending on the tenant's commercial activity, telephone switchboard, central air conditioning connection, connection to the general fire detection and extinguishing system, and provision of emergency energy through generator sets in common sectors. Each tenant is responsible for completing all necessary installations within their unit, and must also pay the direct expenses generated by these services within each unit. Direct expenses generally include electricity, water, gas, telephone and air conditioning. The tenants must also pay a percentage of the total costs and general taxes related to the maintenance of the common areas. IRSA determines that percentage or “coupe” based on different factors. Common area expenses include, among other things, administration, security, operations, maintenance, cleaning and taxes.

IRSA carries out promotional and marketing activities to draw consumer traffic to its shopping malls. These activities are paid for with the tenants’ contributions to the Collective Promotion Fund, or “CPF,” which is administered by us. Tenants are required to contribute 15% of their rent (Base Rent plus Percentage Rent) to the CPF. IRSA may increase the percentage tenants must contribute to the CPF with up to 25% of the original amount set forth in the corresponding lease agreement for the contributions to the CPF. IRSA may also require tenants to make extraordinary contributions to the CPF to fund special promotional and marketing campaigns or to cover the costs of special promotional events that benefit all tenants. IRSA may require tenants to make these extraordinary contributions up to four times a year provided that each extraordinary contribution may not exceed 25% of the tenant’s preceding monthly lease payment.

Each tenant leases its rental unit as a shell without any fixtures and is responsible for the interior design of its rental unit. Any modifications and additions to the rental units must be pre-approved by IRSA. IRSA has the option to charge the tenant for all costs incurred in remodeling the rental units and for removing any additions made to the rental unit when the lease expires. Furthermore, tenants are responsible for obtaining adequate insurance for their rental units, which must cover, among other things, damage caused by fire, glass breakage, theft, flood, civil liability and workers’ compensation.

Control Systems

IRSA has computer systems equipped to monitor tenants’ sales in all of its shopping malls. IRSA also conducts regular revenues audits of our tenants’ accounting sales records in all of our shopping malls. IRSA uses the information generated from the computer monitoring system to prepare statistical data regarding, among other things, total sales, average sales and peak sale hours for marketing purposes and as a reference for the revenues audit. Most of its shopping mall lease agreements require the tenant to have its point of sale system linked to our server.

Competition

IRSA is the largest owner and operator of shopping malls, offices and other commercial properties in Argentina in terms of GLA and number of rental properties. Given that most of our shopping malls are located in highly populated areas, there are competing shopping malls within, or in close proximity to, areas targeted by our real estate portfolio, as well as stores located on avenues or streets. The number of shopping malls in a particular area could have a material effect on the ability to lease space in shopping malls and on the amount of rent that we are able to charge. We believe that due to the limited availability of large plots of land and zoning restrictions in the City of Buenos Aires, it is difficult for other companies to compete in areas through the development of new shopping malls. The principal competitor is Cencosud S.A. which owns and operates Unicenter Shopping and the Jumbo hypermarket chain, among others.

92

The following table shows certain information concerning the most significant owners and operators of shopping malls in Argentina, as of June 30, 2024:

Entity	Shopping malls	Location	GLA	Market share (1)
			sqm	(%)
IRSA	Alto Palermo	City of Buenos Aires	20,733	1.56
	Abasto Shopping (2)	City of Buenos Aires	37,166	2.80
	Alto Avellaneda	Province of Buenos Aires	39,784	3.00
	Alcorta Shopping	City of Buenos Aires	15,859	1.19
	Patio Bullrich	City of Buenos Aires	11,395	0.86
	Dot Baires Shopping (3)	City of Buenos Aires	48,018	3.62
	Soleil Premium Outlet	Province of Buenos Aires	15,675	1.18
	Distrito Arcos	City of Buenos Aires	14,508	1.09
	Alto Noa	City of Salta	19,427	1.46
	Alto Rosario	City of Rosario	34,858	2.62
	Mendoza Plaza	City of Mendoza	41,511	3.13
	Córdoba Shopping	City of Córdoba	15,368	1.16
	La Ribera Shopping (4)	City of Santa Fe	10,542	0.79
	Alto Comahue	City of Neuquén	11,701	0.88
Subtotal			336,545	25.34
Cencosud S.A			279,505	21.04
Other operators			712,247	53.62
Total			1,328,297	100.0

________________________

(1)	Corresponding to GLA in respect of total GLA. Market share is calculated dividing sqm over total sqm.
(2)	Does not include Museo de los Niños (3,732 square meters in Abasto).
(3)	Our interest in PAMSA is 80%.
(4)	Owned by Nuevo Puerto Santa Fe S.A., in which IRSA is a joint venture partner.

Source: INDEC – National survey of shopping malls.

Seasonality

IRSA business is directly affected by seasonality, influencing the level of our tenants’ sales. During Argentine summer holidays (January and February) its tenants’ sales typically reach their lowest level, whereas during winter holidays (July) and in Christmas (December) they reach their maximum level. Clothing retailers generally change their collections in spring and autumn, positively affecting our shopping malls’ sales. Discount sales at the end of each season are also one of the main seasonal factors affecting our business.

Information technology

IRSA keeps investing in technological innovation. The advances of society and changes in consumer habits constantly challenge us and motivate us to apply the latest technological trends to serve the visitor’s experience in the shopping malls and learn more about our clients. IRSA continued with the Company digital transformation, extending the use of cloud based purchases and auctions platform for cost optimization, Robotic Process Automation or RPA automation in different areas. IRSA continues renewing its CCTV system, to improve security and enable future capabilities, such as the use of artificial intelligence. In its shopping malls, with a large flow of vehicles, IRSA has implemented new guided parking systems and digital payment systems. IRSA started using artificial intelligence to improve the work efficiency of its employees.

This year IRSA continued the development of APPA, the application that facilitates the experience of consumers in shopping malls, through which they can pay for parking, book a place for events and shows, redeem gift cards, obtain discounts, benefits and participate in promotions. During the year, users of ¡appa! carried out more than 2.8 million transactions on the platform, including consumption in shopping malls, use of parking spaces, and redemption of Corporate benefits.

93

Offices

Management of office buildings

IRSA generally act as the manager of the office properties. IRSA typically owns the entire building or a substantial number of floors in the building. The buildings in which IRSA owns floors are generally managed pursuant to the terms of a condominium agreement that typically provides for control by a simple majority of the interests based on owned area. As building manager, IRSA handles services such as security, maintenance and housekeeping, which are generally outsourced. The cost of the services is passed through to, and paid for by, the tenants, except in the case of our units that have not been leased, if any, for which we bear the cost. IRSA market its leasable area through commissioned brokers or directly.

Properties

The following table sets forth certain information regarding IRSA’s office buildings, all of which are located in the Autonomous City of Buenos Aires, as of June 30, 2024:

					Total rental
					income for the
	Date of acquisition/		Occupancy	Ownership	fiscal year ended
Offices	development	GLA (1)	rate (2)	interest	June 30, 2024 (4)
		(sqm)	(%)	(%)	(in million
					of ARS)
AAA & A offices
Bankboston Tower (5)	14-Dec				14
Intercontinental Plaza (3)	14-Dec	2,979	100	100	754
Dot Building	6-Nov	11,242	79.4	80	2,321
Zetta Building	19-May	32,173	100	80	9,958
261 Della Paolera (6)	20-Dec	4,937	100	100	2,709
Total AAA & A offices		51,331	95.5		15,756
B offices
Philips Building	17-Jun	8,017	50.6	100	487
Total B offices		8,017	50.6		487
Total Offices		59,348	89.4		16,243

____________________

(1)	Corresponds to the total leasable surface area of each property as of June 30, 2024. Excludes common areas and parking spaces.
(2)	Calculated by dividing occupied square meters by total GLA of the relevant property as of June 30, 2024.
(3)	We own 13.2% of the building which covers an area of 22,535 square meters of GLA, meaning we own 2,979 square meters of GLA.
(4)	Corresponds to the accumulated income of the period.
(5)	The Company has the ownership of a rental retail space in the building.
(6)	IRSA owns 14% of the building that has 35,872 square meters of GLA. The GLA includes sqm corresponding to other common spaces. As a subsequent event, on October 15, 2024, IRSA informed that it has sold a floor of the “261 Della Paolera” for a total leasable area of approximately 1,197 sqm and 8 parking lots located in the building. For more information see “Recent Developments — IRSA’s Recent — Developments 261 Della Paolera floor sale”.

94

Occupancy rate

The following table shows IRSA’s offices occupancy percentage as of the end of fiscal years ended June 30:

	Occupancy rate (1)
	As of June 30,
	2024		2023		2022		2021		2020
	(%)
República Building (2)		—		—		—		66.9		86.9
Bankboston Tower (2)		—		—		—		—		96.4
Intercontinental Plaza		100.0		100.0		100.0		100.0		100.0
Bouchard 710 (2)		—		—		—		—		92.5
DOT Building		79.4		51.6		92.6		84.9		84.9
Zetta Building (3)		100.0		94.6		92.2		84.7		97.5
261 Della Paolera (4)		100.0		100.0		67.1		80.2		—
Philips Building		50.6		41.9		81.4		93.1		82.7
Suipacha 652/664 (2)		—		—		—		17.3		31.2
Total		89.4		68.7		73.3		74.7		86.1

____________________

(1)	Leased square meters pursuant to lease agreements in effect as of the end of fiscal year over GLA of offices for the same fiscal year.
(2)	The office buildings were sold.
(3)	In fiscal year 2022, excludes 815 sqm from the occupancy calculation because they were under construction for the development of the “Workplace Offices” project.
(4)	As a subsequent event, on October 15, 2024, IRSA informed that it has sold a floor of the “261 Della Paolera” for a total leasable area of approximately 1,197 sqm and 8 parking lots located in the building. For more information see “Recent Developments — IRSA’s Recent — Developments 261 Della Paolera floor sale”.

Annual average income per surface area as of the end of fiscal years ended June 30:

	Income per square meter (1)
	As of June 30,
	2024		2023		2022		2021		2020
	(ARS/sqm)
República Building (2)		—		—		—		500,121		494,615
Bankboston Tower (2)		—		—		—		—		446,266
Intercontinental Plaza		253,018		243,353		394,030		624,669		267,674
Bouchard 710 (2)		—		—		—		—		528,181
DOT Building		259,980		350,154		249,950		381,583		480,539
Zetta Building		309,526		322,729		333,873		437,105		478,527
261 Della Paolera (3)		548,787		437,795		483,725		294,220		—
Philips Building		120,181		210,228		214,927		245,072		220,696
Suipacha 652/664 (2)		—		—		—		376,603		215,136

_______________________

(1)	Calculated by dividing annual rental income by the GLA of offices based on our interest in each building as of June 30 for each fiscal period.
(2)	The office buildings were sold.
(3)	The building became operational in December 2020, due to which the contracts and related revenues are not comparable to previous years. As a subsequent event, on October 15, 2024, IRSA informed that it has sold a floor of the “261 Della Paolera” for a total leasable area of approximately 1,197 sqm and 8 parking lots located in the building. For more information see “Recent Developments — IRSA’s Recent — Developments 261 Della Paolera floor sale”.

95

New agreements and renewals

The following table sets forth certain Information on lease agreements as of June 30, 2024:

Property	Number of lease agreement (1) (5)		Annual rental price (2)		Rental income per sqm (new and renewed) (3)		Previous rental income per sqm (3)		Number of non‑ renewed leases		Non‑ renewed leases annual base rent amount (4)
			(in millions of ARS)		(ARS)		(ARS)				(in millions of ARS)
Dot Building		5		725		9,903		8,928		1		7
Philips Building		—		—		—		—		2		9
Intercontinental Plaza		—		—		—		—		—		—
261 Della Paolera		—		—		—		—		2		38
Zetta Building		4		3,655		10,080		9,976		1		19
Total (6)		9		4,390		10,050		9,800		6		73

____________________

(1)	Includes new and renewed leases executed in fiscal 2023.
(2)	Leases in U.S. dollars converted to Pesos at the exchange rate prevailing on the first month of the agreement, multiplied by 12 months.
(3)	Monthly value.
(4)	Leases in U.S. dollars converted to Pesos at the exchange rate prevailing in the last month of the agreement, multiplied by 12 months.
(5)	It does not include leases over parking spaces, antennas, terrace area and Workplace (Zetta y Philips).
(6)	Weighted average for total rental income per sqm (new and renewed) and previous rental income per sqm.

The following table sets forth the schedule of estimated lease expirations for IRSA’s offices and other properties for leases in effect as of June 30, 2024. This data is presented assuming that none of IRSA’s tenants exercises its option to renew or terminate its lease prior to expiration (most leases have renewal clauses):

Fiscal year of lease expiration (1) (2)	Number of leases due to expire		Square meters of leases due to expire		Square meter of leases due to expire		Annual rental income amount of leases due to expire		Annual rental income amount of leases to expire
			(sqm)		(%)		(in millions of ARS)		(%)
2025		9		3,779		8		552		4
2026		12		11,147		22		1,988		15
2027 and thereafter		12		35,456		70		10,723		81
Total		33		50,382		100		13,263		100

______________________

(1)	Includes offices with leases that have not been renewed as of June 30, 2024.
(2)	It does not include vacant square meters and contracts from: parking spaces, terraces, antennas and Workplace (Zetta y Philips).

Intercontinental Plaza

Intercontinental Plaza is a modern 24-story building located next to the Intercontinental Hotel in the historic neighborhood of Monserrat in downtown City of Buenos Aires. IRSA owns a 13.2% interest in the building which has footage averaging 22,535 square meters of GLA; meaning IRSA owns 2,979 square meters of GLA in this building. The principal tenant currently is Total Austral, and as an added value Banco Supervielle (Bank Branch) and Starbucks Coffee providing different services to the building.

Dot Building

IRSA’s subsidiary Panamerican Mall S.A. developed an office building of 11,242 square meters of GLA next to Dot Baires Shopping. This building was inaugurated in July 2010, which meant IRSA’s arrival at the growing corridor of the Northern Area with respect to offices for rent. The building’s principal tenants include Farmanet, Astrazeneca S.A., Carrier and HP, among others.

96

Zetta Building

IRSA’s subsidiary Panamerican Mall S.A. built an office building of 32,173 square meters of GLA and 11 floors located in the commercial complex “Polo Dot” in Buenos Aires City. This A+, certified with LEED Gold of Core & Shell standards of the US Green Building Council, was inaugurated in May 2019, continuing to consolidate IRSA’s position in the North Zone corridor of offices for rent. As of June 30, 2024, the building was occupied approximately 91% by Mercado Libre, and has other tenants such as Vacunar, MMS Publicis and DreamCo. On the ground floor, it is currently operating the first Workplace office space with 815 sqm sectors. The space offers private offices, fully equipped, furnished and fully operational, ready to use.

261 Della Paolera Building

261 Della Paolera is a 126-meters high triangular-shaped tower of AAA offices and 55,000 square meters of surface, plus 70 linear meters of Curtain Wall on the Río de la Plata, developed on the last vacant land plot of Catalinas Norte. Located in the most prestigious corporate area in Argentina, with approximately 35,000 square meters of GLA, 318 parking spaces, changing rooms, security, gastronomy services, 261 Della Paolera has become an icon of the city, built sustainability in mind and high quality design. This new A+ building was recently certified to LEED Gold of Core & Shell standards by the US Green Building Council. The rental process has been a success, achieving 100% occupancy with premium tenants. It is currently a highly valued asset for large corporations for the acquisition of floors, due to its characteristics and current contracts.

Phillips Building

The historic Philips Building adjoins Dot Baires shopping mall, and faces Avenida General Paz, in the City of Buenos Aires. It has 4 office floors, a total GLA of approximately 8,017 sqm, and a remaining construction capacity of approximately 20,000 sqm. During the fiscal year ended June 30, 2024, IRSA operates the largest headquarters of Workplace IRSA with 1,800 sqm, which is in full expansion for the next fiscal year with a growth objective to 6,300 sqm.

Leases

IRSA usually lease their offices by using contracts with an average term between three to ten years for corporate offices. In addition, IRSA has two spaces named “Workplace by IRSA”, which are leased as a co-working place, that are fully equipped and all inclusive by using services contracts with semi-annually and annually average term.

Contracts for the rental of office buildings and other commercial properties are generally stated in U.S. dollars. Rental rates for renewed periods are negotiated at market value.

Competition

Virtually all IRSA office’s properties and other commercial properties other than shopping malls are in developed urban areas. There is a great number of office buildings, shopping malls, retail stores and residential houses in the zones where IRSA’s properties are located. It is a highly fragmented market and the abundant number of comparable properties in the vicinity may have an adverse impact on the ability to lease or sell office space and other properties and may have an adverse impact on the sale and rental price of properties.

In the future, both domestic and foreign companies are likely to participate in the real estate market in Argentina, hence competing with us when it comes to business opportunities. In addition, in the future IRSA may participate in the development of a market for foreign real property, and we are likely to find well-established competitors.

In the premium office segment, IRSA competes with other relevant market players, such as RAGHSA, who together with IRSA represent the 2 most important players.

Hotels

Hotel activity reached high levels of occupancy and sales during the fiscal year ended June 30, 2024, motivated by the boom both in domestic and international tourism. The exclusive Llao Llao resort, which IRSA owns in the city of Bariloche, in southern Argentina, reached optimal occupancy levels and is a great attraction for the high-income segment. Also, our Libertador and Intercontinental hotels in the City of Buenos Aires recovered strongly this year, increasing rates and occupancy.

97

During the fiscal year 2024, IRSA kept its 76.34% interest in Intercontinental hotel, 100% interest in Libertador hotel and 50.00% interest in Llao Llao.

The following chart shows certain information regarding IRSA’s luxury hotels:

Hotels	Date of Acquisition	IRSA’s Interest	Number of rooms	Occupancy (1)	Average Price per Room(2)	Fiscal Year Sales as of June 30 (in millions of ARS)
		(%)		(%)	ARS		2024	2023	2022	2021	2020
Intercontinental (3)	11/01/1997	76.34	313	63.9	106,764		17,227	15,300	6,401	1,720	14,215
Libertador (4)	03/01/1998	100	200	59.4	68,749		6,880	6,071	2,367	565	4,975
Llao Llao (5)	06/01/1997	50	205	69.3	268,722		37,462	34,225	25,673	9,812	20,687
Total			718	64.2	146,902		61,569	55,596	34,441	12,097	39,877

_____________________

(1)	Accumulated average in the twelve-month period.
(2)	Accumulated average in the twelve-month period.
(3)	Through Nuevas Fronteras S.A.
(4)	Through Hoteles Argentinos S.A.U.
(5)	Through Llao Llao Resorts S.A. and IRSA – Galerías Pacífico S.A. UT (until March 31, 2023).

Hotel Intercontinental, City of Buenos Aires

In November 1997, IRSA acquired 76.34% of the Hotel Intercontinental. The Hotel Intercontinental is located in the downtown City of Buenos Aires neighborhood of Montserrat, near the Intercontinental Plaza office building. Intercontinental Hotels Corporation, a United States corporation, currently owns 23.66% of the Hotel Intercontinental. The hotel’s meeting facilities include eight meeting rooms, a convention center and a divisible 588 sqm ballroom. Other amenities include a restaurant, a business center, a sauna and a fitness facility with swimming pool. The hotel was completed in December 1994 and has 313 rooms.

Hotel Libertador, City of Buenos Aires

In March 1998 IRSA acquired 100% of the Sheraton Libertador Hotel from Citicorp Equity Investment for an aggregate purchase price of USD 23 million. In March 1999, IRSA sold a 20% interest in the Sheraton Libertador Hotel for USD 4.7 million to Hoteles Sheraton de Argentina.

During the fiscal year 2019, IRSA reacquired 20% of the shares of HASAU, reaching 100% of the capital stock of HASAU and beginning to operate the hotel directly under the name “Libertador.” The hotel is in downtown Buenos Aires. The hotel contains 193 rooms and 7 suites, eight meeting rooms, a restaurant, a business center, a spa and fitness facilities with a swimming pool.

Hotel Llao Llao, San Carlos de Bariloche, Province of Rio Negro

In June 1997 IRSA acquired the Hotel Llao Llao from Llao Llao Holding S.A. 50% is currently owned by the Sutton Group. The Hotel Llao Llao is located on the Llao Llao peninsula, 25 kilometers from the City of San Carlos de Bariloche, and it is one of the most important tourist hotels in Argentina. Surrounded by mountains and lakes, this hotel was designed and built by the famous architect Bustillo in a traditional alpine style and first opened in 1938. The hotel was renovated between 1990 and 1993 and has a total constructed surface area of 15,000 sqm and 158 original rooms. The hotel-resort also includes an 18-hole golf course, tennis courts, fitness facility, spa, game room and swimming pool. The hotel is a member of The Leading Hotels of the World, Ltd., a prestigious luxury hospitality organization representing 430 of the world’s finest hotels, resorts, and spas. During 2007, the hotel was subject to an expansion and the number of suites in the hotel rose to 205 rooms. In 2019, began the remodeling of the Bustillo Wing in the hotel, where 42 rooms were modernized and valued.

98

Bariloche Plot, “El Rancho,” San Carlos de Bariloche, Province of Río Negro (land reserve)

On December 14, 2006, through IRSA’s hotel operator subsidiary, Llao Llao Resorts S.A., IRSA acquired a land covering 129,533 sqm of surface area in the City of San Carlos de Bariloche in the Province of Río Negro. The total price of the transaction was USD 7 million. The land is on the border of the Lago Gutiérrez, close to the Llao Llao Hotel in an outstanding natural environment and it has a large cottage covering 1,000 sqm of surface area designed by the architect Ezequiel Bustillo.

Sale and Development of Properties and Land Reserves

Residential Development Properties

The acquisition and development of residential apartment complexes and residential communities for sale is one of our core activities. IRSA developments of residential apartment complexes consists of the new construction of high-rise towers or the conversion and renovation of existing structures such as factories or warehouses. In connection with its developments of residential communities, IRSA frequently acquire vacant land, develop infrastructure such as roads, utilities, and common areas, and sell plots of land for construction of single-family homes. IRSA may also develop or sell portions of land for others to develop complementary facilities such as shopping areas within residential developments.

In the fiscal year ended June 30, 2024, revenues from the sale and development of properties amounted to ARS 9,246 million, compared to ARS 16,280 million posted in the fiscal year ended June 30, 2023.

Construction and renovation works on IRSA’s residential development properties are performed, under its supervision, by independent Argentine construction companies that are selected through a bidding process. IRSA enter into turnkey contracts with the selected company for the construction of residential development properties pursuant to which the selected company agrees to build and deliver the development for a fixed price and at a fixed date. IRSA is generally not responsible for any additional costs based upon the turnkey contract. All other aspects of the construction, including architectural design, are performed by third parties.

Another modality for the development of residential undertakings is the exchange of land for constructed square meters. In this way, IRSA deliver undeveloped pieces of land and another firm is in charge of building the project. In this case, IRSA receive finished square meters for commercialization, without taking part in the construction works.

99

The following table shows information about IRSA’s land reserves as of June 30, 2024:

	Ownership Interest		Date of acquisition	Land Surface		Buildable surface		GLA		Salable Surface		Book Value
	(%)			(sqm)								(in millions of ARS)
RESIDENTIAL - BARTER AGREEMENTS
Coto Abasto air space – Tower 1 - City of Buenos Aires		100	Sep-97		—		—		—		2,018		4,871
Coto Abasto air space – Tower 2 - City of Buenos Aires		100	Sep-97		—		—		—		1,705		2,860
Ancón (Luis M. Campos) Trust		100	Feb-21		—		—		—		1,014		2,492
Av. Figueroa Alcorta 6464 Trust		100	Feb-21		—		—		—		1,786		6,506
Libertador 7400 (Quantum Bellini) Trust		100	Feb-21		—		—		—		160		303
Córdoba Shopping Adjoining plots – Residential		100	May-15		—		—		—		2,160		1,865
Caballito Ferro Plot 1 – City of Buenos Aires		100	Jan-99		—		—		—		2,908		7,595
Ezpeleta plot (Quilmes II)		100	Apr-22		—		—		—		208,560		27,598
Total Intangibles (Residential)					—		—		—		220,331		303
LAND RESERVES:
Ramblas del Plata – City of Buenos Aires (formerly Costa Urbana)		100	Jul-97		716,180		866,806		—		693,445		485,412
La Plata - Greater Buenos Aires		100	Mar-18		47,834		81,341		—		—		15,769
Polo Dot mixed uses expansion – City of Buenos Aires (6)		80	Nov-06		—		15,940		—		—		14,984
Caballito Ferro Plots 2, 3 and 4 – City of Buenos Aires		100	Jan-99		20,462		86,387		—		75,277		42,532
Luján Plot – Buenos Aires (5)		100	May-08		1,152,106		464,000		—		—		11,463
La Adela – Buenos Aires		100	Aug-14		9,868,500		3,951,227		—		—		16,974
Puerto Retiro – City of Buenos Aires (4)		50	May-97		82,051		246,153		—		—		—
Subtotal Mixed-uses					11,887,133		5,711,854		—		768,722		587,134
Caballito Block 35 – City of Buenos Aires (3)		100	Oct-98		9,767		57,192		—		31,257		8,773
Zetol – Uruguay		90	Jun-09		—		—		—		70,370		4,975
Vista al Muelle – Uruguay		90	Jun-09		—		—		—		43,347		3,693
Neuquén - Residential plot – Neuquén (2)		100	Jul-99		13,000		57,000		—		—		6,514
Subtotal residential					22,767		114,192		—		144,974		23,955
La Plata - Greater Buenos Aires		100	Mar-18		30,780		35,212		—				15,769
Beruti y Coronel Diaz Building – City of Buenos Aires		100	Jun-22		2,387		8,900		7,800		—		12,081
Subtotal retail					33,167		44,112		7,800		52,340		27,850
Polo Dot – Offices 2 & 3 – City of Buenos Aires.....		80	Nov-06		12,800		—		38,400		—		27,456
Paseo Colón 245 Building – City of Buenos Aires...		100	May-23		1,579		13,690		9,500		—		6,413
Intercontinental Plaza II – City of Buenos Aires......		100	Feb-98		6,135		—		19,597		—		9,505
Córdoba Shopping adjoining plots – Córdoba (2)		100	May-15		5,365		5,000		4,823		—		2,050
Subtotal offices					25,879		18,690		72,320		—		45,424
Total future developments					11,968,946		5,888,848		80,120		966,036		684,363
Other land reserves (1)					3,289,199		—		—		—		16,928
Total land reserves					15,258,145		5,888,848		80,120		966,036		701,291

_________________________

(1)	Includes Zelaya 3102-3103, Chanta IV, Anchorena 665, Ocampo parking spaces, DOT adjoining plot. adjoining plot Mendoza Shopping, Pilar R8 Km 53, Conil land (Plot II), Pontevedra, San Luis Land and Llao Llao Land.
(2)	These lands are classified as Property for sale; therefore, their value is maintained at historical cost basis adjusted by inflation. The rest of the land is classified as Investment Properties, valued at market value.
(3)	“Caballito Manzana 35” consists of 3 residential buildings of 27, 22 and 18 floors.
(4)	This land is in judicial litigation.
(5)	Estimated maximum buildable area according to the projects, still pending final approvals.
(6)	Applicable to the expansion of the Zetta Building.

100

The following table shows information about IRSA’s expansions on its current assets as of June 30, 2024:

Expansions	Ownership interest	Surface	Locations
	(%)	(sqm)
Alto Palermo	100	4,336	City of Buenos Aires
Paseo Alcorta	100	1,337	City of Buenos Aires
Alto Avellaneda	100	23,737	Buenos Aires
Alto Noa	100	3,068	Salta
Soleil Premium Outlet	100	17,718	Buenos Aires
Alto Comahue	100	3,325	Neuquén
Total in Shopping Malls		53,521
Patio Bullrich	100	15,000	City of Buenos Aires
Alto Palermo	100	14,119	City of Buenos Aires
Córdoba Shopping	100	7,000	Cordoba
Alto Rosario	100	15,000	Rosario
Philips Building	100	19,706	City of Buenos Aires
Total in offices + residential		70,825
Total expansions		124,346

101

Intangibles – Units to be received under barter agreements

Coto Abasto air space – Towers 1 & 2 – City of Buenos Aires

IRSA owns an airspace to construct approximately 23,000 square meters above the premises of the Coto hypermarket that is close to Abasto Shopping in the heart of the City of Buenos Aires. On September 24, 1997, IRSA and Coto Centro Integral de Comercialización S.A. (Coto) granted a deed through which the Company acquired the rights to receive functional parking units and the rights to raise the property located between Agüero, Lavalle, Guardia Vieja and Gallo streets, in the Abasto neighborhood.

On October 25, 2019, IRSA transferred to a non-related third party the rights to develop a residential building (“Tower 1”) on Coto Supermarket airspace located in the Abasto neighborhood in the City of Buenos Aires. Tower 1 will have 22 floors of 1 to 3 rooms apartments, totaling an area of 8,400 sqm. The operation was set for the total of USD 4.5 million: USD 1 million was paid in cash and the balance in at least 35 functional units of departments, with a guaranteed minimum of 1,982 sqm.

On June 30, 2023, in compliance with the agreement into with Abasto Twins S.A. in June 2016, we signed the assignment of a parking unit and the right to build the Tower 2 of Abasto for USD 3 million. As of the date of this Annual Report, IRSA received the sum of USD 15,250 in cash as monetary consideration, and the right to receive at least 29 functional units that are part of the future tower as non-cash consideration. This non-cash consideration represents the equivalent of 20% of the square meters of the plans approved by the GCBA for the construction of the tower, with a guaranteed minimum of 1,639 sqm.

In addition, as of June 30, 2024, the construction work of Tower 1 had been completed by more than 80% of the total project and the construction of Tower II already started.

Trusts: Ancón (Luis M. Campos 100 and Ancón), Figueroa Alcorta 6464 and Libertador 7400 (Quantum Bellini)

On February 9, 2021, as a result of the reorganization of Manibil S.A., IRSA received a participation in three trusts:

· Ancón Trust: The original project, which consisted in an office building, was changed to a residential building, of which 1,014 sqm and 10 garages units would correspond to IRSA. As of the date of this Annual Report, there is a protection action (amparo) in relation to this project, thus the work is suspended;

· Figueroa Alcorta 6464 Trust: corresponds to 1,786 sqm of apartments and 11 garage units. As of June 30, 2024, the work has started and has been completed by more than 30%; and

· Libertador 7400 (Quantum Bellini) Trust: corresponds to 923 sqm of apartments, 5 garages units and storage units. As of June 30, 2024, units have been sold, with the remaining of 160 sqm in stock.

Córdoba Shopping Adjoining Plots – Residential

On August 18, 2022, the plot 1 of 3,240 sqm was bartered with Proaco, where two residential towers is expected to be built. IRSA expect to receive as consideration, within a period of between 36 and 44 months, functional units that represent 16% of the square meters, with a minimum of 2,160 square meters, together with garage units and, if built, also storage units. The value of the swap is USD 2 million.

As of June 30, 2024, the work has not started yet since the City Hall of Córdoba requested the developer, prior to granting the construction permit, to obtain an environmental license. The developer asked the Ministry of Environment of Córdoba to clarify whether or not that license is necessary. On July 11, 2024, the General Direction of Environmental Impact of the Secretary of Sustainable Development, under the Ministry of Environment and Circular Economy, indicated that the project is not subject to the Environmental Impact Assessment Procedure. As a result, the application for the construction permission will soon be initiated.

102

Caballito Ferro Plot 1 – City of Buenos Aires

For more information see “Sale and Development of Properties and Land Reserves—Mixed uses – Caballito Ferro Plots 2, 3 and 4 – City of Buenos Aires”

Ezpeleta Plot – Quilmes, Buenos Aires

Acquired in April 2022 as part of the payment for the sale of the Republica Building. The property is made up of four plots and has a frontage of 851 meters on the Bs As - La Plata Highway, on the side of the urbanized area the property has a frontage of 695 meters on Río Gualeguay Street between Tupungato and La Guarda streets. It has a total area of 465,642 sqm, with a usable area of 242,151 sqm and a buildable area of 521,399 sqm.

On December 7, 2023, the exchange of the property took place with the Fiduciary of the Nuevo Quilmes II Trust for the development of a private neighborhood. As of June 30, 2024, the works have already started.

Mixed uses

Ramblas del Plata – formerly Costa Urbana – Costanera Sur, City of Buenos Aires

On December 21, 2021, the law from Buenos Aires City congress approving a New Zoning Regulations for the development of the property, was passed, and published. The Plot of approximately 70 hectares, owned by the Company since 1997, previously known as “Costa Urbana” or “Solares de Santa María”, is in the riverfront of the Río de la Plata, in the South Coast of the Autonomous City of Buenos Aires, southeast of Puerto Madero. The published law grants a New Zoning Area, designated: “U73 - Public Park and Costa Urbana Urbanization”, which enables a mixed-use development, combining, residential, office buildings, retail, services, public spaces, education, and entertainment.

IRSA will have a construction capacity of approximately 866,806 sqm, which will drive growth for the coming years through the development of mixed-use projects.

IRSA promised to give to the City of Buenos Aires 50.8 hectares designated for public use, which represent approximately 71% of the total area of the property and contribute with three additional lots of the property, two for the Sustainable Urban Development Fund and one for the Innovation Trust, Science and Technology of the GCBA, in addition to the sum of USD 2,6 million in cash and the amount of 3,000,000 sovereign bonds (AL35) which was also contributed.

Likewise, the Company will oversee putting in place the infrastructure and road works on the property serving the new city blocks generated and will carry out the public space works contributing up to USD 40 million, together with the maintenance of the public spaces assigned for 10 years or until the sum of USD 10 million is completed.

In March 2023, measurement was approved with a proposal for subdivision, division, transfer of streets and public space. On November 15, 2023, the 3 parcels and the public park lot were registered on public record in favor of the GCBA, and the 61 lots of IRSA were created. On May 22, 2024, IRSA received the parcel certificates corresponding to the 61 lots.

As of June 30, 2024, the construction management was already hired in the bidding process for infrastructure works for the beginning of works of Stage I (which includes the first stage of the public park that includes the central bay sector). As of the date of this Annual Report, the certificate of environmental aptitude of Stage I has already been obtained and the works for stage I have already started.

“Ramblas del Plata” will change the landscape of the City of Buenos Aires, bringing life to an undeveloped area and will be an exceptional project due to its size, location and connectivity, providing the City the possibility of expanding and recovering its access to the Río de la Plata coast with walkable areas, recreation, green spaces, public parks and mixed-use.

103

La Plata Plot of land

On March 22, 2018, we acquired 100% of a plot of land of 78,614 sqm of surface in the town of La Plata, province of Buenos Aires. The transaction was consummated through the purchase of 100% of the shares of CELAP that owns 61.85% of the property and the direct purchase of the remaining 38.15% from unrelated third parties.

The price of the acquisition was USD 7.5 million which has been fully paid. IRSA intends to use the property to develop a mixed-use project, given the property’s characteristics for a commercial development in a district with high potential.

On January 21, 2019, Ordinance No. 11,767 approved by the “Honorable Consejo Deliberante de La Plata” on December 26, 2018, was enacted. With this enactment, the uses and indicators requested to develop a project of 116,553 square meters were formally confirmed.

As of June 30, 2024, the project management has been hired, and the bidding process for the main contractor for civil works and the bidding process for the external gas works have started.

As of the date of this Annual Report, the plans and construction permissions for the “Shopping La Plata” project have been approved, and a hydraulic project has been submitted to the provincial hydraulic authority. Likewise, CELAP is in process of merging with IRSA. For more information, see “Recent developments – General Ordinary and Extraordinary Shareholders’ Meeting.”

Polo Dot mix uses expansion – City of Buenos Aires

On the plot where the Zetta Building is located, IRSA has a surplus buildable surface of 15,940 sqm, where alternatives are being analyzed to develop a mixed-use project.

Caballito Ferro Plots 2, 3 and 4 – City of Buenos Aires

Caballito is a property of approximately 20,462 sqm in the City of Buenos Aires, neighborhood of Caballito, one of the most densely populated of the city, which the Company purchased in November 1997. This plot will be used for the development of residential with retail and public spaces, with more than 85,000 sqm. This Project is approved by the GCBA authorities.

On December 23, 2019, IRSA transferred Parcel 1 of the land reserve located at Av. Avellaneda and Olegario Andrade 367 in the Caballito neighborhood of the City of Buenos Aires to an unrelated third party.

As of June 30, 2024, the development is awaiting the resolution of an appeal filed with the GCBA.

Luján Plot of Land – Luján, Province of Buenos Aires

This 115-hectare plot of land is located in the 62 Km of the West Highway, in the intersection with Route 5 and was originally purchased by CRESUD from Birafriends S.A. for USD 3 million. In May 2012, IRSA acquired the property through a purchase and sale agreement entered into between related parties, thus becoming the current owner. IRSA’s intention is to carry out a mixed-use project, taking advantage of the environment consolidation and the strategic location of the plot. As of June 30, 2024 the change of the zoning parameters is completed, and IRSA is working on the parameterization of the lot surfaces to advance the project.

La Adela – Buenos Aires

During 2015 IRSA acquired the “La Adela” land reserve with an area of approximately 987 hectares, located in the District of Luján, Province of Buenos Aires, that was previously owned by CRESUD. Given its degree of development and closeness to the City of Buenos Aires, IRSA intend to develop a new real estate project.

104

Puerto Retiro – City of Buenos Aires

At present, Puerto Retiro S.A. has an 8.2 hectare plot of land, which is affected by a zoning regulation defined as U.P. which prevents the property from being used for any purposes other than strictly port activities.

Puerto Retiro S.A. was involved in a bankruptcy extension judicial action initiated by the Argentine government, to which the Board of Directors is totally unrelated. Management and the Company’s legal advisors consider that there are sufficient legal technical arguments to consider that the request for the extension of bankruptcy will be rejected by the court. However, given the current state of the case, the resolution is uncertain.

In turn, Tandanor filed a civil action against Puerto Retiro S.A. and the other defendants in the criminal case for violation of Section 174 (5) based on Section 173 (7) of the Criminal Code. Such action seeks -on the basis of the nullity of the decree that approved the bidding process involving the Dársena Norte property- the restitution of the property and a reimbursement in favor of Tandanor for all such amounts it has allegedly lost as a result of a suspected fraudulent transaction involving the sale of the property. Puerto Retiro has presented the allegation on the merit of the evidence, highlighting that the current shareholders of Puerto Retiro did not participate in any of the suspected acts in the criminal case since they acquired the shares for consideration and in good faith several years after the facts told in the process. Likewise, it was emphasized that the company Puerto Retiro is foreign - beyond its founders - to the bidding / privatization carried out for the sale of Tandanor shares.

On September 7, 2018, the Oral Federal Criminal Court No. 5 released the operative part of the Sentence, from which it follows that the prescription exception filed by Puerto Retiro was allowed. However, in the criminal case, where Puerto Retiro is not a party, it was ordered, among other issues, the confiscation (decomiso) of the property owned by Puerto Retiro known as Planta I. The reasons for the Court’s sentence were read on November 11, 2018. From that moment, all the parties might file the appeals. Faced with this fact, an extraordinary appeal was filed, which was rejected, and as a result, a complaint was filed for a rejected appeal, which was granted. Within the framework of the appeals filed by Puerto Retiro S.A., Tandanor and the Ministry of Defense, the Attorney General's Office issued the pertinent opinions. Currently, the appeal is under study in the Supreme Court of Justice of Argentina.

In the framework of the criminal case, the complainant denounced the non-compliance by Puerto Retiro S.A. of the precautionary measure decreed in the criminal court consisting of the prohibition to innovate and contract with respect to the property that is the object of the civil action. As a result of this complaint, the Oral Federal Criminal Court No. 5 filed an incident and ordered and executed the closure of the property where the lease contracts with Los Cipreses S.A. and Flight Express S.A. were being fulfilled, in order to enforce compliance with the aforementioned measure. As a result of this circumstance, it was learned that the proceedings were turned to the Criminal Chamber for the assignment of a court to investigate the possible commission of a disobedience crime. As of the date of issuance of this Annual Report, there has been no news regarding the progress of this case.

In the face of the evolution of the legal cases affecting it and based on the reports of its legal advisors, the Management of Puerto Retiro has decided to record, during the fiscal year 2019, an impairment equivalent to 100% of the book value of its investment property, without prejudice to the reversal of the same in the event that a favorable judgment is obtained in the actions brought.

Residential

Caballito Block 35 – City of Buenos Aires

In October 2011, we acquired a plot of land located at Méndez de Andes street in the neighborhood of Caballito in the City of Buenos Aires. A neighborhood association named Asociación Civil y Vecinal SOS Caballito secured a preliminary injunction which suspended the works to be carried out in the above mentioned property. In July 2018, the Supreme Court of Justice issued a favorable final decision allowing the construction of 57,192 sqm of apartments on the plot.

105

As of June 30, 2024, the work for the concrete structure of the first tower (“Tower 3”) was completed and IRSA is analyzing the development of the project, having hired the work and project management and bidding for the start of the completion of the masonry of the mentioned tower.

Zetol S.A. and Vista al Muelle S.A. – District of Canelones – Uruguay

In the course of fiscal year 2009 IRSA acquired a 100% ownership interest in Liveck S.A., a company organized under the laws of Uruguay. In June 2009, Liveck had acquired a 90% stake in the capital stock of VAM and Zetol S.A., for USD 7.8 million. The remaining 10% ownership interest in both companies is in the hands of Banzey S.A. These companies have undeveloped lands in Canelones, Uruguay, close to the capital city of Uruguay, Montevideo.

IRSA intend to develop in these 13 plots, with a construction capacity of 182,000 sqm, an urban project that consists of the development and commercialization of 1,860 apartments. Such a project has the “urban feasibility” status for the construction of approximately 180,000 sqm for a term of 10 years, which was granted by the Mayor’s Office of the Canelones department and by its Local Legislature. Zetol S.A. and VAM agreed to carry out the infrastructure works for USD 8 million as well as a minimum amount of square meters of properties. The satisfaction of this commitment under the terms and conditions agreed upon will grant an additional 10-year effective term to the urban feasibility status.

The total purchase price for Zetol S.A. was USD 7 million; of which USD 2 million were paid. Sellers may opt to receive the balance in cash or through the delivery of units in the buildings to be constructed in the land owned by Zetol S.A. equivalent to 12% of the total marketable meters to be constructed.

Besides, VAM owned since September 2008 a plot of land purchased for USD 0.83 million. Then, in February 2010, plots of land were acquired for USD 1 million. In December 2010, VAM executed the title deed of other plots for a total amount of USD 2.66 million, of which USD 0.3 million were paid. The balance will be repaid by delivering 2,334 sqm of units and/or retail stores to be constructed or in cash.

As a result of the plot barter agreements executed in due time between the IMC, Zetol S.A. and VAM in March 2014, the parcel redistribution dealing was concluded. This milestone, as set forth in the amendment to the Master Agreement executed in 2013, initiates the 10-year term for the investment in infrastructure and construction of the buildings mentioned above. Construction capacity of the 13 plots is 180,000 sqm.

On November 15, 2018, the translation deed of sale of the first plot where the first Tower of Departments, Villas and single and double parking spaces is currently being built has been signed, the total exchange price was USD 7.3 million equivalent to 16% of all of the marketable built meters in the first Tower. 12% of it has been used to cancel part of the price balance maintained to date with the sellers of the plots acquired by Zetol S.A in June 2009.

During fiscal year 2024, certain significant operations related to the property were carried out, such as the sale of two plots by VAM to the Boating Trust. In addition, the debt with an unrelated third party was canceled through the delivery in payment of units in Towers 1 and 2 of the Carrasco Boating complex, for a total of USD 6.8 million. On July 12, 2024, the payment of the installments for the purchase of Zetol shares, corresponding to Towers 3 and 4, for a value of USD 8.9 million, was concluded, with units, garages and credits in favor of VAM and Zetol of Towers 1 and 2. In addition, progress was made with the City Hall of Canelones in the signing of a new plan agreement, certifying compensation for USD 4.5 million and redefining infrastructure and urban driving.

Neuquén Residential Plot– Neuquén, Province of Neuquén

Through Shopping Neuquén S.A., IRSA owns a plot of 13,000 square meters with an estimated construction capacity of 57,000 square meters of residential properties in an area with significant growth potential. This area is located close to the shopping mall Alto Comahue and the hypermarket currently in operation.

106

Retail

Coronel Diaz and Beruti Building – City of Buenos Aires

In February 2022, IRSA purchased by means of public auction from the GCBA, a property located at the corner of the intersections of Beruti Street and Coronel Díaz Avenue. Such property is located in front of Alto Palermo Shopping, a shopping center owned by IRSA, located in the neighborhood of Palermo, one of the main commercial corridors of the City of Buenos Aires.

The property has an area of approximately 2,387 sqm, consisting of a first floor, six upper levels and a basement area. Furthermore, it has a total covered area of approximately 8,137 sqm with future expansion potential.

The purchase price was ARS 2,158.6 million, which was paid in full by IRSA.

On June 14, 2022, the transfer deed of ownership was signed. Simultaneously with the deed, IRSA is required to sign a bailment agreement with the GCBA, with the latter holding the property free of charge for a period of up to 30 months, in accordance with the conditions agreed upon in the auction.

Offices

Polo Dot offices 2 and 3 – City of Buenos Aires

These two parcels of 6,400 square meters with a construction capacity of 38,400 square meters each, are located adjoining to where the extension of Dot Baires Shopping is planned. As a result of important developments, the intersection of Av. General Paz and Panamericana have experienced great growth in recent years. In April 2018, both plots were unified into a single one of 12,800 square meters.

Paseo Colón 245 Building and Paseo Colón 275 Parking spaces – City of Buenos Aires

On December 28, 2022, IRSA was awarded two Public Auctions (2901 and 2902) carried out by the GCBA, for a property located at Paseo Colón 245 and 12 parking spaces at Paseo Colón 275. The property, with mixed-use potential, has 13 office floors in a covered area of approximately 13,690 sqm and a basement with parking spaces. The purchase price was ARS 1,434.8 million, which was fully paid.

On May 29, 2023, the deed was signed and simultaneously was signed a bailment agreement contract with the GCBA, that will hold the property free of charge for a period of 18 months (with the option to extend it for 6 additional months under rental agreement), in accordance with the conditions agreed upon in the auction.

Intercontinental Plaza II Plot - City of Buenos Aires

In the heart of the neighborhood of Monserrat, just a few meters from the most trafficked avenue in the city and the financial center, is the Intercontinental Plaza complex consisting of an office tower and the exclusive Intercontinental Hotel. In the current plot of 6,135 square meters a second office tower of 19,597 square meters and 25 stories could be built to supplement the tower currently located in the intersection of Moreno and Tacuarí streets.

Córdoba Shopping Adjoining Plots – Residential

On the parking lot of the Córdoba Shopping mall, IRSA has a land on which we can build an office tower of up to 4,823 sqm, in accordance with Ordinance 12,860 of the Municipality of Córdoba.

Other Land Reserves

Other Land Reserves – Includes Zelaya 3102 and 3103, Chanta IV, Anchorena 665, Mendoza Shopping Adjoining Plots, Pilar Route 8 km 53, Conil Plot II, Pontevedra Plot, San Luis Plot and Llao Llao Plot.

107

IRSA grouped here those plots of land with a significant surface area the development of which is not feasible in the short term either due to their current urban and zoning parameters, their legal status or the lack of consolidation of their immediate environment. This group totals around 3.3 million square meters.

Others

Banco Hipotecario

As of June 30, 2024, IRSA held a 29.9% of the equity of in Banco Hipotecario. Established in 1886 by the Argentine Government and privatized in 1999, Banco Hipotecario has historically been Argentina’s leading mortgage lender, provider of mortgage-related insurance and mortgage loan services. All its operations are located in Argentina where it operates a nationwide network of 62 branches in the 23 Argentine provinces and the City of Buenos Aires.

Banco Hipotecario is an inclusive commercial bank that provides universal banking services, offering a wide variety of banking products and activities, including a wide range of individual and corporate loans, deposits, credit and debit cards and related financial services to individuals, small-and medium-sized companies, and large corporations. As of June 2024, Banco Hipotecario ranked twelfth in the Argentine financial system in terms of total assets and sixteenth in terms of loans. As of June 30, 2024, Banco Hipotecario’s shareholders’ equity was ARS 372,040 million, its consolidated assets were ARS 2,281,948.8 million, and its net income for the three-month period ended June 30, 2024, was ARS 11,672 million. Since 1999, Banco Hipotecario’s shares have been listed on the BASE in Argentina, and since 2006 it has had a Level I ADR program.

Banco Hipotecario’s business strategy is to continue diversifying its loan portfolio. Banco Hipotecario’s non-mortgage loans to the non-financial private sector, in nominal terms, were ARS 36,851 million as of December 31, 2019, ARS 40,522.8 million as of December 31, 2020, ARS 48,760.9 million as of December 31, 2021, ARS 61,353.5 million as of December 31, 2022, ARS 163,728.3 million as of December 31, 2023 and ARS 218,034 million as of June 30, 2024.

Also, Banco Hipotecario has diversified its funding sources by developing its presence in the local and international capital markets, as well as increasing its deposit base. As of June 30, 2024, its capital markets debt representing 2.6% of its total funding.

Banco Hipotecario’s subsidiaries include BACS Banco de Crédito y Securitización S.A., a bank specialized in investment banking, asset securitization and asset management, from which Banco Hipotecario owns directly 62.3% and IRSA owns directly 37.7%; BHN Vida S.A., a life insurance company; and BHN Seguros Generales S.A., a property insurance company.

On March 27, 2024, Banco Hipotecario approved, through an Ordinary and Extraordinary General Assembly, the payment of a dividend in the sum of ARS 26,500 million in installments. On May 3, 2024, the Central Bank approved the distribution of the dividend. As of the date of this Annual Report, the dividends have been fully paid.

La Rural (convention centers and fairs activities) and La Arena (stadium concession)

In relation to the investment in La Rural S.A., its main activity includes the organization of congresses, fairs, exhibitions and events and is carried out by LRSA, both at the Palermo Fairgrounds and at the “Centro de Exposiciones y Convenciones de la Ciudad Autónoma de Buenos Aires” through a Transitory Union of Companies that obtained, by public tender, the concession of this property for a period of 15 years and the “Punta del Este Convention and Exhibition Center”. IRSA has an indirect participation of 35%.

108

On December 11, 2023, Ogden S.A. together with Sociedad Rural Argentina and La Rural de Palermo S.A. entered into a joint venture agreement and shareholders’ agreement through which the extension of the concession term of the property was extended until December 31, 2037, with the option to extend until December 31, 2041. For the extension of the usufruct term under La Rural S.A., Ogden S.A. will pay USD 12.0 million to the Sociedad Rural Argentina in five annual installments. The first of these installments was paid when the agreement was approved by the shareholders’ assembly of Sociedad Rural Argentina.

Ogden Argentina S.A., indirectly controlled by IRSA by 70%, owns an 82.85% stake in “La Arena S.A.”, a company that developed and operates the stadium previously known as “DirecTV Arena”, located in the kilometer 35.5 of the Pilar branch, Tortuguitas, in the province of Buenos Aires.

Del Plata Building Trust

On November 10, 2023, IRSA entered into a trust agreement at cost for a project development of 35,120 sqm salable area consisting on the construction of a residential building, stores (gastronomic use), and complementary parking spaces, and under which IRSA acts as the money trustor and beneficiary of the trust. Under this agreement, IRSA will receive approximately 5,128 salable square meters and 32 parking spaces, and will perform functions as a developer based on its expertise in residential real estate development. TMF Trust Company (Argentina) S.A., a company with a fiduciary purpose that is not a related party, acts as trustee.

The aforementioned trust agreement involved the contribution of a building owned by Banco Hipotecario. The building is located in the block embraced by the streets Carlos Pellegrini, Presidente Perón, Sarmiento and Pasaje Carabelas, in the City of Buenos Aires. On December 28, 2023, Banco Hipotecario transferred the fiduciary ownership of the aforementioned property in favor of the trustee as a contribution to the trust.

The project underlying the trust has approval for the Microcenter reconversion regime pursuant to Law No. 6508 issued by the GCBA. On June 14, 2024, the GCBA issued Joint Resolution No. 1078/MHFGC/24 that suspended the effects of the tax benefits granted to the trust, which are rights acquired by it. In order to preserve its rights, on July 17, 2024, the trust filed an administrative appeal against this measure in order for it to be revoked and the validity of the suspended tax benefits to be restored. The appeal is still pending, without a decision on the matter having yet been taken.

GCDI S.A. (formerly TGLT S.A.) (real estate)

GCDI S.A. is a construction company listed on the ByMA which is mainly engaged in the construction of third-party projects and residential development projects in Argentina and Uruguay. As of June 30, 2024, IRSA holds a 27.39% interest.

We are appa S.A. (formerly Pareto S.A.)

On October 8, 2018, the company We are appa S.A. was incorporated, with the social purpose of design, programming and development of software, mobile and web applications. As of June 30, 2024, We are appa S.A. had 56 employees and IRSA’s share of “We are appa” reached 98.67%.

“We are appa’s” mission is to minimize the friction of physical shopping by applying data science and artificial intelligence, connecting buyers and sellers in a unique experience.

Through its application, ¡appa!, “We are appa” provides shopping malls and tenants a 100% digital customer loyalty system that promotes benefits and discounts by facilitating the consumer experience.

During the fiscal year ended June 30, 2024, users of ¡appa! carried out more than 2.8 million transactions on the platform, including consumption in shopping malls, use of parking spaces, and redemption of corporate benefits. Of these, approximately 2.7 million visitor transactions were identified in IRSA shopping malls, corresponding to consumption of more than ARS 15,800 million by 575,000 users. This information allows the teams of the shopping malls to manage their communications and actions in a more efficient and segmented way that results in greater loyalty and attractiveness of the shopping malls’ proposal towards its visitors.

109

Avenida Inc.

As of June 30, 2024, IRSA indirectly owned 2.71% of Avenida Inc., a company dedicated to the e-commerce business.

Compara en casa

Compara en casa is a digital insurance broker that compares the policies of the main insurers in one place. They operate in Argentina, Brazil, Mexico, Paraguay and Uruguay.

As of June 30, 2024, IRSA indirectly owned 14.87% of Comparaencasa S.A.

Turismo City

As of June 30, 2024, the Company owns indirectly 9.28% of Rundel Global Ltd., commercially known as Turismo City, which is a company that holds interest in different business related with tourism and travel assistance in Argentina, Brazil and Chile.

Regulation and Government Supervision of our Agricultural Business

Farming and Animal Husbandry Agreements

Agreements relating to farming and animal husbandry activities are regulated by Argentine law, the Argentine Civil and Commercial Code, provincial laws, local regulations and local customs.

According to Law No. 13,246, as amended by Law No. 22,298, all lease agreements related to rural properties and land are required to have a minimum duration of 3 years, except in the case of those designated as “accidental agreements” pursuant to Section 39, Law No. 13,246. Upon death of the tenant farmer, the agreement may continue with his successors. Upon misuse of the land by the tenant farmer or default in payment of the rent, the landowner may initiate an eviction proceeding.

Law No. 13,246, amended by Law No. 22,298, also regulates sharecropping agreements pursuant to which one of the parties furnishes the other with animals or land for the purpose of sharing benefits between the parties. These agreements are required to have a minimum term of duration of 3 years, although the rule of Section 39 of Law No. 13,246 on accidental agreements for smaller terms also applies in this case. The agreement is not assignable under any circumstance whatsoever, unless expressly agreed by the parties. Upon death, disability of the tenant farmer or other impossibility, the agreement may be terminated.

Quality control of Crops and Cattle

The quality of the crops and the health measures applied on the cattle are regulated and controlled by the Servicio Nacional de Sanidad y Calidad Agroalimentaria (“SENASA”), which is an entity within the Agro-industry Secretary that oversees farming and animal sanitary activities.

Argentine Law No. 22,939 establishes that cattle brands should be registered with each provincial registry and that there cannot be similar cattle brands within the same province.

Registration of Agricultural Producers

In accordance with Resolution No. 423/2014 issued by SENASA, agricultural producers are required to register in the Argentine Registry of Agricultural Producers (Registro Nacional Sanitario de Productores Agropecuarios). This registry covers all agricultural, livestock, and forestry activities, with the aim of linking producers to the crops they grow and the area allocated to each product. This measure is intended to ensure proper control and traceability of production activities.

Sale and Transportation of Cattle

Even though the sale of cattle is not specifically regulated at the Argentine federal level, general contract provisions apply. Further, every Argentine province has its own rural code regulating the administrative aspects of the sale of cattle, including traceability measures, taxation and duties.

110

Argentine law establishes that the transportation of cattle is lawful only when it is done with the respective certificate that specifies the relevant information about the cattle. The required information for the certificate is established by the different provincial regulations, the inter-provinces treaties and the regulations issued by the SENASA.

Environment

The development of our agribusiness activities is regulated by a series of national, provincial, and municipal laws and regulations that promote the protection of the environment.

Section 41 of the Argentine Constitution, as amended in 1994, provides that all Argentine inhabitants have the right to a healthy and balanced environment fit for human development and have the duty to preserve it. Environmental damage shall bring about primarily the obligation to redress it as provided by applicable law. The authorities shall protect this right, the rational use of natural resources, the preservation of the natural and cultural heritage and of biodiversity and shall also provide for environmental information and education. The Argentine Government shall establish minimum standards for environmental protection and Provincial and Municipal Governments shall determine specific standards and issue the applicable regulations.

On November 6, 2002, the Argentine Congress passed Law No. 25,675. This law regulates the minimum standards for the achievement of a sustainable environment and the preservation and protection of biodiversity and sets environmental policy goals. Moreover, Law No. 25,675 establishes the activities that will be subject to an environmental impact assessment procedure and certain requirements applicable thereto. In addition, the Law sets forth the duties and obligations that will be triggered by any damage to the environment and imposes the obligation to restore it to its former condition or, if that is not technically feasible, to pay a compensation in lieu thereof. The Law also fosters environmental education and provides for certain minimum obligations to be fulfilled by natural and artificial persons.

On November 28, 2007, the Argentine Congress passed a law known as the Forest Law which sets minimum standards for the conservation of native forests and incorporates minimum provincial expenditures to promote the protection, restoration, conservation and sustainable use of native forests. The Forest Law prevents landowners, including owners of native forests, from deforesting or converting forested areas into non-forested land for other commercial uses without prior permission from each local government that gives the permit and requires the preparation, assessment and approval of an environmental impact report. The Forest Law also provides that each province should adopt its own legislation and regional regulation map within a term of one year. Until such provincial implementation is carried into effect, no new areas may be deforested. In addition, the Forest Law also establishes a national policy for sustainable use of native forests and includes the recognition of native communities and aims to provide preferential use rights to indigenous communities living and farming near the forest. In case a project affects such communities, the relevant provincial authority may not issue permits without formal public hearings and written consent of the communities.

As a consequence of non-compliance with re rules we may be subject to criminal and administrative penalties, including taking action to reverse the adverse impact of our activities on the environment and to reimburse third parties for damages resulting from contraventions of environmental laws and regulations. Under the Argentine Criminal Code, persons (including directors, officers and managers of corporations) who commit crimes against public health, such as poisoning or dangerously altering water, food or medicine used for public consumption and selling products that are dangerous to health, without the necessary warnings, may be subject to fines, imprisonment or both. Some courts have enforced these provisions in the Argentine Criminal Code to sanction the discharge of substances which are hazardous to human health. At the administrative level, the penalties vary from warnings and fines to the full or partial suspension of the activities, which may include the revocation or cancellation of tax benefits, cancellation or interruption of credit lines granted by state banks and a prohibition against entering into contracts with public entities.

The Forestry Legislation of Argentina prohibits the devastation of forests and forested lands, as well as the irrational use of forest products. Landowners, tenants, and holders of natural forests require an authorization from the Forestry Competent Authority for the cultivation of forest land. The legislation also promotes the formation and conservation of natural forests in properties used for agriculture and farming purposes.

111

In accordance with legislative requirements, we have applied for approval to develop certain parts of our land reserves and were authorized to develop them partially and to maintain other areas as land reserves. We cannot assure you that current or future development applications will be approved, and if so, to what extent we will be allowed to develop our land reserves. We intend to use genetically modified organisms in our agricultural activities. In Argentina, the development of genetically modified organisms is subject to special laws and regulations and special permits.

Law No. 27,566, passed on October 16, 2020, approves the “Regional Agreement on Access to Information, Public Participation and Access to Justice in Environmental Matters in Latin America and the Caribbean” (the “Escazú Agreement”) by Argentine Republic. The Escazú Agreement aims to guarantee the full and effective implementation in Latin America and the Caribbean of the rights of access to environmental information, public participation in environmental decision-making processes and access to justice in environmental matters, as well as the creation and strengthening of capacities and cooperation, contributing to the protection of the right of each person, of present and future generations, to live in a healthy environment and to sustainable development. It is the only binding agreement emanating from the United Nations Conference on Sustainable Development (Rio+20), the first regional environmental agreement in Latin America and the Caribbean and the first in the world to contain specific provisions on human rights defenders in environmental matters.

In addition to the current legislation, the CNV Rules provide that publicly traded companies whose corporate purpose includes environmentally hazardous activities should report to their shareholders, investors and the general public their compliance with the applicable environmental laws and risks inherent to such activities, so as to be able to reasonably assess such hazards.

Likewise, our subsidiary Brasilagro is subject to the following regulatory matters:

Environmental Regulation

The development of Brasilagro agribusiness activities depends on a number of federal, state and municipal laws and regulations related to environmental protection. Brasilagro may be subject to criminal and administrative penalties, besides being obligated to restore the environment and reimburse third parties for possible damages arising from non-compliance with such laws and regulations.

Environmental licensing is required for activities utilizing environmental resources that are considered potentially pollutant, or those that may in any way cause environmental degradation. Some Brazilian states, Paraguay and Bolivia require licenses for agricultural and animal-raising activities.

The environmental licensing procedure includes authorizations to change land use, water use licenses, licenses for agriculture, animal-raising activities and livestock activities, etc. All of these licenses guarantee that activities are being carried out in compliance with environmental laws and their possible impacts are being mitigated or compensated.

Brasilagro is in the process of obtaining environmental licenses for some operations. As of the date of this Annual Report, Brasilagro own and manage 70 environmental licenses, including water use licenses, operating permits, controlled burning and vegetation clearing permits.

 Protected Areas

 All rural properties in Brazil are required by law to maintain legal reserve areas. A legal reserve area is an area of each rural property where deforestation is not allowed and that is necessary for the sustainable use of natural resources, conservation and rehabilitation of ecological processes, conservation of biodiversity and shelter and protection for native fauna and flora. These areas are required in perpetuity and, in some cases, are recorded as such in the real estate registry.

 In Brazil, it is mandatory to maintain as legal reserve at least 80% of an agricultural property located in Floresta biome within Amazonia Legal, 35% for an agricultural property in the savannah region within Amazonia Legal and 20% for an agricultural property located in other forms of native vegetation in other regions of Brazil. In Paraguay, it is mandatory to maintain as legal reserve at least 25% of all agricultural property with more than 20 hectares in forest regions and also a corridor of native vegetation of at least 100 meters for every 100 hectares of agricultural or livestock.

 Brasilagro properties in Brazil and Paraguay have legal reserve areas, and a part of such legal reserves are currently being recorded with applicable government agencies. Additionally, applicable environmental laws require the protection of certain other areas, such as permanent preservation areas.

 Permanent preservation areas are spaces, in both public domain and private domain, where the exercise of property rights has been limited. Permanent preservation areas include the margins of any water streams, the surroundings of headwaters and of natural water reservoirs, as well as lands inclined more than 45º. It is only be possible to modify these areas through previous authorization obtained from the competent state environmental agency.

 In addition to these areas, there are also areas for environmental compensation, and ecological corridors, which safeguard interconnection of fragments of vegetation, ensuring protection of local biodiversity. Protected areas may not be suppressed and may be used only under a regime of sustainable forest stewardship in accordance with technical and scientific criteria set forth in applicable regulations.

As of June 30, 2024, 68,810.44 hectares, or approximately 32% of the total area of Brasilagro properties, consisted of protected areas.

 Rural Environmental Register (CAR)

 In Brazil, all rural properties are required by law (Law No. 12.651/12 and Decrees Nos. 7.830/2012 and 8.235/2014) to register with the rural environmental register (“CAR”). This electronic registration integrates environmental information regarding the property, deforestation control, the monitoring and combating of forests and other forms of native vegetation, as well as environmental and economic planning of rural properties. The CAR gathers environmental information for each property regarding the situation of permanent preservation areas, legal reserve areas, forests and remnants of native vegetation, restricted use areas, consolidated areas, etc.

112

This register requires the rural proprietary to regularize their environmental situation. It is a requirement to have access to credit, however, sanctions are not imposed for those who are not registered with CAR.

 All of Brasilagro owned properties are registered or in the process of being registered with CAR.

Ownership of Agricultural Land in Brazil by Foreigners

In August 2010, the then-president of Brazil approved Opinion AGU-LA-2010 of the Federal Attorney General’s Office (AGU). The AGU-LA-2010 Opinion revised Opinions GQ-181 of 1998 and GQ-22 of 1994, accepted paragraph 1 of article 1 of Law No. 5,709/1971 and article 1 of Decree No. 74,965/1974 (which regulates Law No. 5,709/1971), in the light of the Brazilian Federal Constitution of 1988, and considered companies headquartered in Brazil with majority foreign ownership that grants their owners the power to influence the resolutions of the general meeting, to elect the majority of the company’s directors and to direct the company’s business activities and guide the functioning of the company’s corporate governance bodies, for the purposes of Law No. 5,709/1971, as foreign companies. As a result, Brazilian companies treated as foreign companies for the purposes of Law No. 5,709/1971 became subject to restrictions on the acquisition of rural properties in Brazil, under the terms of Law No. 5,709/1971 and Decree No. 74,965/1974. Under Article 23 of Federal Law No. 8,629/1993, the same restrictions apply to the leasing of rural properties by foreigners.

 Article 9 of Decree No. 74,965, of November 26, 1974, which regulates Law No. 5, 709/1971, provides that the interested party wishing to obtain authorization to acquire a rural property must apply to INCRA stating: (i) whether or not they own other rural properties; (ii) whether, considering the new acquisition, their properties in the aggregate do not exceed an area equivalent to 50 indefinite exploitation modules (MEI), in a continuous or discontinuous area; (iii) the purpose for using the property, by means of the presentation of an exploitation project, if the area exceeds 20 MEIs. Article 12 of Decree No. 74,965/1974 provides that the interested party seeking approval of the project must submit it to the competent body, which is: (i) INCRA, for colonization; (ii) SUDAM and SUDENE, for agricultural and livestock projects located in their respective jurisdiction areas; and (iii) the Ministry of Industry and Commerce, for industrial and tourist projects, through the Industrial Development Council and the Brazilian Tourism Company, respectively. The project must be accompanied by documents showing, among other things: (i) the total area of the municipality where the property to be acquired is located; and (ii) the sum of the rural areas registered in the name of foreigners in the municipality, by nationality group. In addition, agricultural areas belonging to foreigners or Brazilian companies whose majority share capital is held by foreigners must not exceed 25% of the municipality’s surface area, up to 40% of which must not belong to foreigners or Brazilian companies whose majority share capital is held by foreigners of the same nationality, which means that the sum of agricultural areas belonging to foreigners or Brazilian companies whose majority share capital is held by foreigners of the same nationality must not exceed 10% of the surface area of the relevant municipality.

Since the approval of the AGU-LA-2010 Opinion, there has been no approval of acquisitions or leases by Brazilian companies whose majority share capital is held by foreigners by INCRA.

 Law No. 13,986, of April 7, 2020, amended Law No. 5,709/91 and established that the limitations mentioned above do not apply to: (i) the constitution of real estate collateral or real guarantees (including the transfer of fiduciary ownership of real estate); and (ii) the settlement of debts arising from the execution of real estate collateral or real guarantees. Both exceptions favor Brazilian companies whose majority share capital is held by foreigners of the same nationality or foreign entities, which creates certain business opportunities.

 In accordance with the applicable regulations, we are unable to identify with certaintiy what percentage of our share capital is held by foreign final beneficiaries. If the relevant authorities in Brazil conclude that we should be considered a foreign company for the purposes of Law No. 5,709/71, we may be subject to challenges involving acquisitions and leases made by the Company after the approval of the AGU-LA- 2010 Opinion, and the possible application of Law No. 5,709/71 could result in substantial delays in our future acquisitions of rural properties and our inability to obtain the necessary approvals. In addition, acquisitions made in breach of existing restrictions may be declared null and void.

 The applicability of Law No. 5,709/71 is being discussed in the Original Civil Action (Ação Cível Originária) No. 2,463 and in the Action for Breach of Constitutional Provision (Ação de Descumprimento de Preceito Fundamental) No. 342, both before the Brazilina Supreme Court (STF). The first action (Original Civil Action No. 2,463) concerns the Opinion No. 461/2012-E of the General Inspectorate of Justice of the State of São Paulo (Corregedoria-Geral de Justiça do Estado de São Paulo), which established that notaries and real estate registry officials of the State of São Paulo would be exempt from complying with the restrictions imposed by Law No. 5,709/71 and by Decree No. 74,965/74. The second action (Action for Breach of Constitutional Provision No. 342), which is related to the first lawsuit, was filed on April 16, 2015 by the Brazilian Rural Society (Sociedade Rural Brasileira) questioning the applicability of paragraph 1, article 1, of Law No. 5,709/71 and consequently, of the opinion issued by the Federal Attorney General’s Office (AGU) in 2010.

 A trial began before the Brazilian Supreme Court (STF) in February 2021, with the vote of the rapporteur Justice stating that the restrictions on companies considred to be controled by a foreign entity must be maintained. A second Justice asked to pause the proceedings to review the file, thereby interrupting the trial, which was only resumed in June 2021, when the Justice presented his vote diverging from the rapporteur, confirming the inapplicability of the restrictions. As of the date of this annual report, a final judgment is still pending, and Brasilagro is not able to provide an estimate of the timeframe for a final judgment to be issued by the Supreme Court. Depending on the final decisions of these pending lawsuits, Brasilagro may need to modify its business strategy and intended practices in order to be able to acquire agricultural and rural properties.

Regulation and Argentine Government Supervision

Laws and regulations governing the acquisition and transfer of real estate, as well as municipal zoning ordinances, apply to the development and operation of our properties. Currently, Argentine law does not specifically regulate shopping mall leases. Since our shopping mall leases generally differ from ordinary commercial leases, we have developed contractual provisions which govern the commercial relationship with our shopping mall tenants.

Leases

Argentine law imposes certain restrictions on property owners, including a minimum lease term of two years for all purposes, except in particular cases such as embassy, consulate or international organization venues, room with furniture for touristic purposes for less than three months, custody and bailment of goods, exhibition or offering of goods in fairs or in cases where due to the circumstances, the subject matter of the lease agreement is the fulfillment of a purpose specified in the agreement and which requires a shorter term. Decree No. 70/2023 sets forth that the tenant may unilaterally terminate the contract at any time, without prior notice or a minimum elapsed period, by paying 10% of the remaining rent balance—specifically, 10% of the outstanding contract value, calculated from the date of notification to the contractual termination date.

Decree No. 70/2023 is subject to congressional approval and potential legal challenges regarding its constitutionality. Although Decree No. 70/2023 became effective as of December 29, 2023, it remains under congressional and judicial review. The decree will only lose its validity if rejected by the Chamber of Deputies.

Other

Most of our leases provide that the tenants pay all costs and taxes related to the property in proportion to their respective leasable areas. Notwithstanding the foregoing, in accordance with the latest amendment to Section 1209 of the Argentine Civil and Commercial Code, the tenant is not responsible for the payment of charges and contributions levied on the property or extraordinary common expenses. In the event of a significant increase in the amount of such costs and taxes, the Argentine Government may respond to political pressure to intervene by regulating this practice, thereby adversely affecting our rental income. Considering that the Decree No. 70/2023 repealed Section 1209 of the Argentine Civil and Commercial Code, we may freely agree with the tenants on the method of payment for expenses and taxes related to the property in proportion to the corresponding lease areas, without legal restrictions. Although the Argentine Code of Civil and Commercial Procedure allows the landlord, in the event of non-payment of rents, to proceed to collect the rents through an executory proceeding, there is a large amount of jurisprudence that holds that shopping center lease agreements do not fulfill the requirements of the law in force to be collected through the executory proceeding. In those cases, in which executory proceedings are granted, debtors have fewer defenses available to prevent foreclosure, making these proceedings substantially shorter than ordinary ones. In executory proceedings the origin of debt is not under discussion; the trial focuses on the formalities of the debt instrument itself. The Code also permits special eviction proceedings, which are carried out in the same way as ordinary proceedings. The Argentine Civil and Commercial Code requires that a notice be given to the tenant demanding payment of the amounts due in the event of breach prior to eviction, of no less than ten days for leases for residential purposes and establishes no limitation or minimum notice for leases for other purposes. However, historically, large court dockets and numerous procedural hurdles have resulted in significant delays to eviction proceedings, which generally last from six months to two years from the date of filing of the suit to the time of actual eviction.

113

Development and use of the land

Buenos Aires Urban  Code. Our real estate activities are subject to several municipal zoning, building, occupation, and environmental regulations. In the City of Buenos Aires, where the vast majority of the real estate properties are located, there are the following regulations:

Buenos Aires Urban Planning Code

The Buenos Aires Urban  Code (Código Urbanístico de la Ciudad de Buenos Aires) generally restricts the density and use of property and regulates physical features of improvements to property, such as height, design, set back and overhang, consistent with the city’s urban planning policy. The administrative agency in charge of the Urban  Code is the Secretary of Urban Planning of the City of Buenos Aires (Secretaría de Planeamiento Urbano) is responsible for implementing and enforcing the Buenos Aires Urban  Code.

Buenos Aires Building Code.

The Buenos Aires Building Code (Código de Edificación de la Ciudad de Buenos Aires) complements the Buenos Aires Urban Planning Code and regulates the structural use and development of property in the City of Buenos Aires. The Buenos Aires Building Code requires builders and developers to file applications for building permits, including the submission to the Secretary of Work and Public Services (Secretaría de Obras y Servicios Públicos) of architectural plans for review, to assure compliance therewith.

Sales and ownership

Buildings Law. Buildings Law No. 19,724 (Ley de Pre horizontalidad) was repealed by the new Argentine Civil and Commercial Code which became effective on August 1, 2015. The new regulations provide that for purposes of execution of agreements with respect to build units or units to be built under this the building’s regime, the owner is required to purchase insurance in favor of prospective purchasers against the risk of frustration of the operation pursuant to the agreement for any reason. A breach of this obligation prevents the owner from exercising any right against the purchaser such as demanding payment of any outstanding installments due – unless he/she fully complies with their obligations but does not prevent the purchaser from exercising its rights against the seller.

Protection for the Disabled Law. The Protection for the Disabled Law No. 22,431, enacted on March 20, 1981, as amended, provides that in connection with the construction and renovation of buildings, obstructions to access must be eliminated in order to enable access by handicapped individuals. In the construction of public buildings, entrances, transit pathways and adequate facilities for mobility impaired individuals must be provided for.

Buildings constructed before the enforcement of the Protection for the Disabled Law must be adapted to provide accesses, transit pathways and adequate facilities for mobility-impaired individuals.

114

Those pre-existing buildings, which due to their architectural design may not be adapted to the use by mobility-impaired individuals, are exempted from the fulfillment of these requirements.

The Protection for the Disabled Law provides that residential buildings must ensure access by mobility impaired individuals to elevators and aisles. Architectural requirements refer to pathways, stairs, ramps and parking.

Real Estate Installment Sales Law. The Real Estate Installment Sales Law No. 14,005, as amended by Law No. 23,266 and Decree No. 2015/85, imposes a series of requirements on contracts for the sale of subdivided real estate property regarding, for example, the sale price which is paid in installments and the deed, which is not conveyed until final payment of such price. The provisions of this law require, among other things:

The registration of the intention to sell the property in subdivided plots with the Real Estate Registry corresponding to the jurisdiction of the property. Registration will only be possible with regard to unencumbered property. Mortgaged property may only be registered where creditors agree to divide the debt in accordance with the subdivided plots. However, creditors may be judicially compelled to agree to the division.

The preliminary registration with the Real Estate Registry of the purchase instrument within 30 days of execution of the agreements.

Once the property is registered, the installment sale may not occur in a manner inconsistent with the Real Estate Installment Sales Act, unless the seller registers its decision to desist from the sale in installments with the Real Estate Registry. In the event of a dispute over the title between the purchaser and third-party creditors of the seller, the installment purchaser who has duly registered the purchase instrument with the Real Estate Registry will obtain the deed to the plot. Further, the purchaser can demand conveyance of title after at least 25% of the purchase price has been paid, although the seller may demand a mortgage to secure payment of the balance of the purchase price.

After payment of 25% of the purchase price or the construction of improvements on the property equal to at least 50% of the property value, the Real Estate Installment Sales Act prohibits the rescission of the sales contract for failure by the purchaser to pay the balance of the purchase price. However, in such an event the seller may take action under any mortgage on the property.

Other regulations

Consumer Relationship. Consumer or End User Protection. The Argentine Constitution expressly established in Section 42 that consumers and users of goods and services have a right to protection of health, safety and economic interests in a consumer relationship. Consumer Protection Law No. 24,240, as amended, regulates several issues concerning the protection of consumers and end users in a consumer relationship, in the arrangement and execution of contracts.

The Consumer Protection Law, and the applicable sections of the Argentine Civil and Commercial Code are intended to regulate the constitutional right conferred under the Constitution on the weakest party of the consumer relationship and prevent potential abuses deriving from the stronger bargaining position of vendors of goods and services in a mass-market economy where standard form contracts are widespread.

As a result, the Consumer Protection Law and the Argentine Civil and Commercial Code deem void and unenforceable certain contractual provisions included in consumer contracts entered into with consumers or end users, including those which:

(1)	deprive obligations of their nature or limit liability for damages;
(2)	imply a waiver or restriction of consumer rights and an extension of seller rights; and
(3)	impose the shifting of the burden of proof against consumers.

115

In addition, the Consumer Protection Law imposes penalties ranging from warnings to fines from ARS 100 to ARS 5,000,000, the seizure of merchandise, closing down of establishments for a term of up to 30 days, suspension of up to 5 years in the State suppliers register, the forfeiture of concession rights, privileges, tax regimes or special credits to which the sanctioned party was entitled. These penalties may be imposed separately or jointly.

The Consumer Protection Law and the Argentine Civil and Commercial Code define consumers or end users as the individuals or legal entities that acquire or use goods or services free of charge or for a price for their own final use or benefit or that of their family or social group. In addition, both laws provide that those who though not being parties to a consumer relationship as a result thereof acquire or use goods or services, for consideration or for non-consideration, for their own final use or that of their family or social group are entitled to such protection rights in a manner comparable to those engaged in a consumer relationship.

In addition, the Consumer Protection Law defines the suppliers of goods and services as the individuals or legal entities, either public or private that in a professional way, even occasionally, produce, import, distribute or commercialize goods or supply services to consumers or users.

The Argentine Civil and Commercial Code defines a consumer agreement as such agreement that is entered into between a consumer or end user and an individual or legal entity that acts professionally or occasionally either with a private or public company that manufactures goods or provides services, for the purpose of acquisition, use or enjoyment of goods or services by consumers or users for private, family or social use.

The protection under the laws afforded to consumers and end users encompasses the entire consumer relationship process (from the offering of the product or service) and it is not only based on a contract, including the consequences thereof.

In addition, the Consumer Protection Law establishes a joint and several liability system under which for any damages caused to consumers, if resulting from a defect or risk inherent in the thing or the provision of a service, the producer, manufacturer, importer, distributor, supplier, seller and anyone who has placed its trademark on the thing or service shall be liable.

The Consumer Protection Law excludes the services supplied by professionals that require a college degree and registration in officially recognized professional organizations or by a governmental authority. However, this law regulates the advertisements that promote the services of such professionals.

The Consumer Protection Law determines that the information contained in the offer addressed to undetermined prospective consumers, binds the offeror during the period in which the offer takes place and until its public revocation. Further, it determines that specifications included in advertisements, announcements, prospectuses, circulars or other media bind the offeror and are considered part of the contract entered into by the consumer.

Pursuant to Resolution No. 104/05 issued by the Secretariat of Technical Coordination reporting to the Argentine Ministry of Economy, Consumer Protection Law adopted Resolution No. 21/2004 issued by the MERCOSUR which requires that those who engage in commerce over the Internet (E-Business) shall disclose in a precise and clear manner the characteristics of the products and/or services offered and the sale terms. Failure to comply with the terms of the offer is deemed an unjustified denial to sell and gives rise to sanctions.

On September 17, 2014, a new Consumer Protection Law was enacted by the Argentine Congress –Law No. 26,993. This law, known as “System for Conflict Resolution in Consumer Relationships,” provided for the creation of new administrative and judicial procedures for this field of Law. It created a two-instance administrative system: (i) the Preliminary Conciliation Service for Consumer Relationships (Servicio de Conciliación Previa en las Relaciones de Consumo, COPREC); and (ii) the Consumer Relationship Audit, and a number of courts assigned to resolution of conflicts between consumers and producers of goods and services (Fuero Judicial Nacional de Consumo). In order to file a claim, the amount so claimed should not exceed a fixed amount equivalent to 55 adjustable minimum living wages, which are determined by the Argentine Secretary of Labor, Employment, and Social Security, National Council of Employment, Productivity, the Minimum, Living and Mobile Wage. The claim is required to be filed with the administrative agency. If an agreement is not reached between the parties, the claimant may file the claim in court. The administrative system known as COPREC is currently in full force and effect. However, the court system (fuero judicial nacional de consumo) was transferred to the scope of the City of Buenos Aires. creating the Jurisdiction in Contentious Administrative, Tax and Consumer Relations of the City of Buenos Aires, enacting Law 6407 by which was statutory the New Code of Procedure for Justice in the Consumer Relations of the City of Buenos Aires, which is currently in force, attributing jurisdiction for all consumer disputes that arise in the City of Buenos Aires without disregarding the full force and effect of different instances for administrative claims existing in the provincial sphere and the City of Buenos Aires, which remain in full force and effect, where potential claims related to this matter could also be filed.

116

Antitrust Law

Law No. 27,442 and its administrative regulation’s goals are to prevent and punish anticompetitive practices and, accordingly, it requires administrative authorization for transactions that according to the Antitrust Law constitute an economic concentration. Pursuant to this law, mergers, transfers of goodwill, acquisitions of property or rights over shares, capital or other convertible securities, or similar operations by which the acquirer controls or substantially influences a company, are considered as an economic concentration. The Antitrust Law provides that whenever an economic concentration involves one or more companies and the total business volume of the group of the affected companies (which include the acquiring group, the target company and the controlled companies, group or assets subject to the acquisition, but excludes the volume of business of the companies of the selling group), exceeds in Argentina 100 million mobile units that, according to Resolution 48/2024 of the Secretary of Trade of the Ministry of Economy, published in the Official Gazette on January 24, 2024, is equivalent to the sum of ARS 50.6 million (since the adjusted value of each mobile was set by such resolution at ARS 506.19), then the respective concentration must be filed with the CNDC for analysis and authorization. “Total business volume” means to be the amounts resulting from the sale of products, the provision of services performed, and the direct subsidies received by the companies affected during the last fiscal year that correspond to their ordinary activities, after the deduction of discounts on sales, as well as on VAT and other taxes directly related to turnover.

The request for authorization may be filed, either prior to the transaction or within a week after its completion. Nevertheless, upon the first anniversary of the establishment of the new CNDC (which is yet to be set up), the filing requesting the authorization may only be submitted in advance.

When a request for approval is filed, the CNDC may (i) authorize the transaction, (ii) subordinate the transaction to the accomplishment of certain conditions, or (iii) reject the authorization.

The Antitrust Law establishes exceptions to the notification obligation, including when economic concentrations in which the transaction amount and the value of the assets absorbed, acquired, transferred, or controlled in Argentina, do not exceed, in each case, 20 million mobile units that, according to the Resolution of the Secretary of Trade of the Ministry of Economy, currently represent ARS 10,123.8 million, such transactions are exempted from the administrative authorization. Notwithstanding the foregoing, when the transactions effected by the companies concerned during the prior 12-month period exceed 20 million mobile units (as of the date hereof, ARS 1,105,000,800) or 60 million mobile units in the previous 36 months that, according to said Resolution, is currently equivalent to the sum of ARS 30,371.4 million, these operations they must be notified to the CNDC.

As our consolidated annual sales volume and our parent’s consolidated annual sales volume exceed ARS 50,619,000, in cases of concentrations in which we are the acquiring party we should give notice to the CNDC of any concentration provided for by the Antitrust Law, provided that cases of exception to the notification obligation of Section 11 of the Antitrust Law do not arise.

Money laundering

For more information about money laundering see, “Item 10. Additional Information—D. Exchange Controls—Money Laundering.”

117

Environmental Law

Our activities are subject to several national, provincial, and municipal environmental provisions.

Section 41 of the Argentine Constitution, as amended in 1994, provides that all Argentine inhabitants have the right to a healthy and balanced environment fit for human development and have the duty to preserve it. Environmental damage shall bring about primarily the obligation to restore it as provided by applicable law. The authorities shall control the protection of this right, the rational use of natural resources, the preservation of the natural and cultural heritage and of biodiversity and shall also provide for environmental information and education. The Argentine Government has the authority to establish minimum standards for environmental protection whereas provincial and municipal Argentine governments have the authority to fix specific standards and regulatory provisions.

On November 6, 2002, the Argentine Congress passed Law No. 25,675, which regulates the minimum standards for the achievement of a sustainable environment and the preservation and protection of biodiversity and fixes environmental policy goals.

Law No. 25,675 establishes the activities that will be subject to an environmental impact assessment procedure and certain requirements applicable thereto. In addition, this law sets forth the duties and obligations that will be triggered by any damage to the environment and mainly provides for restoration of the environment to its former condition or, if that is not technically feasible, for payment of compensation in lieu thereof. This law also fosters environmental education and provides for certain minimum reporting obligations to be fulfilled by natural and legal entities.

On August 4, 2004, the Argentine Congress passed Law No. 25,916 by means of which the minimum environmental protection guidelines for the integral management of residential, commercial and industrial waste were established. This law denotes integral management as a set of interdependent and complementary activities, which make up a process of actions for the management of household waste (that includes residence, urban, commercial and/or industrial, among others) in order to protect the environment and the population’s quality of life. This law establishes that the integral management of household waste consists of the following stages: generation, initial disposal, collection, transfer, transportation, treatment and final disposal. Competent authorities are determined by local jurisdictions.

In addition, the CNV Rules require the obligation to report to the CNV any events of any nature and fortuitous acts that seriously hinder or could potentially hinder performance of our activities, including any events that generate or may generate significant impacts on the environment, providing details on the consequences thereof.

The Argentine Civil and Commercial Code introduced the acknowledgement of collective rights, including the right to a healthy and balanced environment. Accordingly, the Argentine Civil and Commercial Code expressly sets forth that the law does not protect an abusive exercise of individual rights if such exercise could have an adverse impact on the environment and the rights with a collective impact in general.

Insurance

We carry all-risk insurance for our shopping malls and other buildings covering damages to the property caused by fire, acts of terrorism, explosion, gas leak, hail, storm and winds, earthquakes, vandalism, theft and business interruption. We also have civil liability insurance covering all potential damages to third parties or goods arising from the development of our businesses throughout the whole Argentine territory. We are in compliance with all the legal requirements relating to mandatory insurance, including statutory coverage under the Occupational Risk Law, life insurance required under collective bargaining agreements and other insurance required by the laws and decrees. Our history of material damages is limited to only one claim made as a result of a fire in Alto Avellaneda Shopping in March 2006, in which the loss was substantially recovered from our insurers. These insurance policies have all the specifications, limits and deductibles that we believe are adequate for the risks to which we are exposed in our daily operations. We also purchased civil liability insurance to cover our Directors’ and officers’ liability.

118

Sustainability

Sustainability is a central pillar of our organization. Our policy is based on the United Nations Sustainable Development Goals, and we work in that direction internally in our teams and externally through our value chain, operating as agents of social and environmental change. We seek to apply the best agricultural practices in our fields through the responsible use of natural resources and the most modern and sustainable technologies, with the mission of producing quality food for a growing world population.

The agricultural activity that we carry out allows us to interact with communities throughout the national territory since we have fields from Salta to Santa Cruz. We live daily with nature and the social challenges that each region offers us. We listen to the communities and give individual responses to each one in order to accompany them in their development.

We work with schools, community centers and NGOs throughout Argentina. In the eight rural schools located in Salta, Santa Fe and Chaco, we focus our Social Responsibility programs taking education, health, and environmental care as pillars, while we have made building improvements. In our establishment “Los Pozos”, located in the north of Argentina and where have six rural schools, many students are already attending and graduating from high school remotely through satellite internet and we plan to improve the educational level by working together with civil organizations.

We promote transformations that boost economic activity in the territory, hand in hand with access to social, health and educational services, as well as housing and better infrastructure, including communications technology. Our view of development goes beyond business profitability and adds aspects associated with quality of life, in its broadest sense. The company contributes with its own role, but also aims to be an actor in innovation, social cohesion, and the construction of possibilities.

Environmental management

Environmental management is a commitment assumed by CRESUD, which is declared through its Environmental Policy, and manifests itself in everyday management.

· We are committed to the environment.

· We innovate in the use of best practices for the development of our activities.

· We work to achieve a balance between the efficient use of resources and a growing production.

· We care about the relationship with our people and the communities where we choose to work, of which we are a part.

· We plan for the long term, seeking to develop in a sustainable way so that our environment can also be enjoyed by future generations.

· We work towards continuous improvement and compliance with current legislation and regulations, including those to which we voluntarily subscribe.

· We are part of a process of cultural change, which we share and extend to the people with whom we interact.

119

We are aware of the impacts caused by the activities we develop, and we strive to prevent and mitigate them. The responsible management of natural and human resources and the protection of the environment is part of our daily tasks:

· We comply with applicable and current regulations at the municipal, provincial, and national levels.

· We evaluate the environmental aspects and impacts of our operations and take prevention and control measures to reduce and mitigate them: We work in interdisciplinary teams to address the impacts and prevention and control measures.

· We make rational and efficient use of natural resources, applying the best practices in our fields, homes, and offices.

· We promote differentiated waste management through reduction, reuse, and recycling

· The gates of our fields are open to the community, regulatory bodies, customers, suppliers, employees, and other interested parties to share our work model, technological innovations and the results achieved.

Environmental Certifications

2BSvs program (Biomass Biofuels Sustainability voluntary scheme):

The 2BSvs certification is a French scheme, which applies to the European Union, aimed at the sustainable production of biomass. It is relevant for producers, in which sustainability criteria are established for the use in biofuels. The raw material must come from lands that have been agricultural as of January 1, 2008. There must be documentary traceability between the soybeans produced and the biodiesel distributed in Europe. Biofuels must demonstrate GHG (greenhouse gas) emissions savings of 35% compared to fossil fuel, among other aspects related to good agricultural, environmental, social and labor practices.

During the 2023/2024 campaign, we certificated 7,600 tons of soybeans under this standard.

RTRS (Round Table on Responsible Soy):

The RTRS standard, renowned in the agricultural sector and highly valued by the international market, recognizes the Company's commitment to compliance with laws and good business practices, the provision of good working conditions, respect and relationship with local communities, care for the environment and production under good agricultural practices.

This standard guarantees zero deforestation and zero conversions in soy production, taking 2009 as the cut-off date for native forest. The RTRS certification for Responsible Soy Production is valid for five years and involves mandatory annual follow-up audits.

CRESUD began the process of certifying soybean plots with this standard in 2023 at its El Tigre establishment in the province of La Pampa, where we certified 4,157 hectares of soybeans. In the 2023/2024 season, we added another establishment, “La Gramilla,” located in the province of San Luis, reaching a total of 7,400 hectares certified between soybeans and corn.

Triple S (Sustainably Sourced and Supplied):

Triple S is a certification scheme provided by Cargill and Aapresid, implemented through Aapresid Certifications, which guarantees to its customers abroad that the products meet the following criteria:

1.	that they have been produced with biomass grown in fields that were in production before January 2008, respecting deforestation regulations;
2.	that the greenhouse gas savings are consistent with those required in the European Union, throughout the entire value chain, including production, transportation, and processing; and
3.	that biomass producers have a commitment to rural workers and their working conditions.

120

During the 2023/2024 season, we marketed 4,600 tons under this scheme. 

ProTerra Program:

The ProTerra Standard is based on the Basel Criteria for Responsible Soy Production, published in 2004. It has four basic objectives:

1.	Promote good agricultural practices.
2.	Guarantee the supply of NON-GMO ingredients for feed and food, sustainably produced and with complete traceability.
3.	Protect the environment.
4.	Encourage that rural workers and communities are treated with dignity and respect.

The packaging seal of ProTerra products is a means by which they can communicate directly to consumers and interested parties their commitment to sustainability and non-GMO use. The ProTerra seal guarantees the consumer that the product was produced in a sustainable and traceable manner and meets NON-GMO requirements.

During the 2023/2024 campaign, we produced 31,204 hectares of NON-GMO crops in Argentina.

RWS (Responsible Wool Standard):

RWS is a global voluntary standard, which addresses the welfare of sheep and land management practices, providing key differentiation and full wool traceability. International Agricultural Organization (OIA), a leading certification company, audits each stage of the supply chain to ensure that all program requirements are met.

Products may contain 100% certified wool or blends, ranging from 5% to 99% certified wool. Only products containing 100% certified wool can be labeled with the RWS logo. The advantages are the protection of animal welfare, the preservation of the health of the land and the traceability of the supply chain.

Our 8 de Julio farm, located in the province of Santa Cruz, received the RWS certification in April 2022 on good practices in shearing.

Technological innovation

We know that investment in new technologies contributes not only to productive efficiency but also to the development of a sustainable and efficient activity in the use of resources. It is because of that:

· We strive to implement good agricultural practices such as crop rotation, direct seeding, integrated pest management.

· We use inputs efficiently to ensure the maximum return with the minimum environmental impact. Using tools such as directed applications of agrochemicals as well as variable planting by adjusting the number of seeds and fertilizers.

· Through the flight of unmanned aircraft with remote sensors, we monitor crops and obtain vegetation indices for a better agronomic diagnosis.

· Using satellite images, soil maps and rainfall maps, we define the capacity for land use and carry out activities based on their suitability, whether for livestock or agriculture. Soil analyzes are carried out every year to assess their condition and if any correction is needed based on the crop to be planted. We are working with INTA to define an indicator that can help us monitor the state of our soils and their evolution.

121

· Every year we increase the area of “cover crops”. With the aim of improving soil fertility and water quality, controlling weeds and pests, and increasing biodiversity in agroecological production systems (Lu et al, 2000). Reducing the use of fertilizers and phytosanitary products, making a more rational and efficient use of water, whether from rain or irrigation.

· We also work on the integrated control of pests and weeds, carrying out constant monitoring and applications. In the case of weeds through the "WeedSeeker" technology, which applies phytosanitary products only where the weeds are found. In this way we reduce the unnecessary use of chemical products protecting the soil, water, flora, and local fauna.

· A large part of the planting area is carried out using variable planting technology, determining the potential of each environment within each lot with the aim of improving the use of inputs and making an optimal distribution of them, whether seeds or fertilizers. In some cases, the "Precision Planting" system is used to further improve planting quality.

· We carry out quality controls in all our tasks, sowing, harvesting, spraying, fertilization, etc. In addition, checks are carried out on each of our machines, before and during the work, to have the best quality in all our work.

· In irrigation, soil moisture, forecasts and satellite images are permanently monitored, to use the least amount of water possible. We have underground drip irrigation that increases the efficiency of the system, avoiding resource losses due to evapotranspiration. The groundwater is also monitored to ensure that there are no agrochemical residues.

· All the farms have meteorological stations for weather monitoring and the possibility of making productive decisions.

· Monitoring of natural resources is carried out through measurements of energy consumption, water, flora and fauna, quality of productive and reserve soils.

Fundación IRSA

Fundación IRSA was created in 1996 with the aim of developing programs and supporting initiatives that promote the integral development of individuals, with a special focus on education, human well-being, and social inclusion. We support civil society organizations because we believe in the power of networking, which enhances individualities and promotes sustainable relationships.

The work of Fundación IRSA is organized around four action areas that chart innovative paths in building a sense of community. These pillars are:

· Education: Fundación IRSA promotes training, cultural learning, and educational research to enhance personal development, supporting projects that provide new opportunities in both formal and non-formal education. Together with other social organizations, we work for the recognition of the value of identity and respect for diversity. Since its inception, we have funded the “Observatory of Education,” which generates statistical data on education in Argentina based on evidence and social collaboration.

· Human well-being: Understanding human well-being as an integral aspect that encompasses the physical, psychological, and social needs of individuals, Fundación IRSA focuses on research and assistance to help reduce inequalities, especially in the health sector. Since 2014, we have invested in improving hospital equipment and providing state-of-the-art devices and medical supplies to hospitals and health centers across the country. Additionally, through the Nutrir Program, we continue to support the purchase of meat, vegetables, fruits, and dairy products to address food needs in community kitchens, aiming for the program to have a federal reach in underserved areas and ensure access to healthy food.

122

· Insertion / inclusion: Fundación IRSA pays special attention to two critical issues: employability and violence. Regarding employability, we continue to support the work of Asociación Civil Diagonal, which develops various programs to offer training, support, and dialogue spaces for people over 45 years old, strengthening their job opportunities in a challenging context. Additionally, the Foundation expanded its commitment by becoming the sole funder of the initial phase of the +45 Observatory, which aims to collect qualitative information on employment and unemployment in this age group, as well as its impact on individuals. Regarding violence, the Foundation is dedicated to research and generating evidence to improve public policies in this area. Since 2021, we have been the main investor in the creation of the first Observatory on Early Practices for Addressing Child Abuse. This year, we strengthened the civil entity “Red por la Infancia,” which produced several reports and guides for the private sector, including a certification of products and services free of child labor and trafficking in the supply chain, as well as guides for preventing and addressing situations of violence against children and adolescents in educational, recreational, and community settings. It also developed a guide for raising awareness and detecting trafficking and sexual exploitation in the tourism sector.

· Strengthening: Fundación IRSA supports the institutional capacity of non-profit organizations through cooperation and partnerships. We accompany social organizations across the country so they can fulfill their mission, grow, and develop. Additionally, we continue with the internal program MultipliDAR, which offers all IRSA Group employees the opportunity to multiply their personal and group donations to civil society organizations of their choice, doubling or tripling the donated amount.

During the 2024 fiscal year, Fundación IRSA worked with 80 civil society organizations, making a direct social investment of ARS 471,302,599.

For the 2025 fiscal year, the Foundation is committed to strengthening its mission, focusing on listening to the needs of society to maximize the impact of its projects. It will renew its commitment to research by investing in the strengthening of several observatories, including the Observatory on Violence against Children and Adolescents and the Employability Observatory for adults over 45 years old. It aims to be a generator of quality data and a guarantor of excellent knowledge.

In the field of education, it will continue investing in the Observatory of Education to generate statistical data and will join the collective work with other companies and foundations committed to improving education in our country. Fundación IRSA will join the main governance body of the Literacy and Secondary Education Advocacy Group of Foundations and Companies and, for the tenth consecutive year, will strengthen nursing education by providing the opportunity for more than 60 tertiary-level students to complete their studies and enter the healthcare job market.

Additionally, it will continue promoting the Nutrir Program, leaving installed capacity that allows organizations to carry out their solidarity commitment to those most in need. It will also establish new connections with other community kitchens at the federal level and with organizations specializing in the recovery of fresh food in the country.

Finally, it will persist in generating initiatives that address diversity, focusing on strengthening job placement and employability for both the young and adult population of the country.

“Puerta 18” Foundation

“Puerta 18” Foundation is a free space for artistic and technological creation for young people aged 13 to 24. Through a non-formal education approach, it encourages the development of skills, vocations, and talents in young people through the multiple resources offered by technology.

Over its 16 years, more than 5,000 young people have received free training, and today more than 290 have found employment in areas related to their training at the institution. Two years ago, the foundation, in pursuit of “common good” objectives, achieved recognition from the IGJ (General Inspection of Justice) so that, under Section 81c, donations received can be tax-deductible, encouraging more companies to join and amplifying the impact.

123

The Foundation’s approach is based on placing the young person at the center of the proposal, which revolves around their interests and needs, with educators acting as facilitators using technology as a tool. Some of the disciplines we work with include: Graphic Design, Photography, UX, Programming, Comprehensive Video Production, 3D Modeling and Animation, Video Games, Robotics, among others.

Currently, the Foundation offers activities for an average of over 80 young people per day, both in the 13-18 age group and those over 18, focusing all its actions at the Zelaya Street headquarters. Additionally, together with #Digtar and #programarte, they have awarded scholarships to 60 young people to continue their educational studies at other institutions, expanding their social capital, deepening their knowledge, and significantly improving their job prospects.

“Museo de los Niños” Foundation

The Museo de los Niños Abasto is an interactive museum that recreates the spaces of a city and enhances the activities of children within it. Here, children and adults have fun and learn by playing the daily activities carried out in a community.

The Museum offers an enriching and alternative meeting space that integrates play, movement, perception, understanding, and expression, encouraging curiosity, interest in learning, and imagination from a transformative perspective.

Based on the Declaration of the Rights of the Child, it has been designed to foster in each child the development of their own potential: “learning by doing” and “playing and having fun while learning.”

The Museum is dedicated to children up to 12 years old, their families, educators, and through them, the community. For the youngest children, up to 3 years old, it has two soft rooms specially built to stimulate their activity. In addition, it has an Exhibition Hall and an Auditorium where shows, film screenings, conferences, book presentations and various events are held.

Additionally, it has an Exhibition Hall and an Auditorium where shows, training sessions, conferences, book presentations, and various events are held.

As is customary, the Foundation continued its policy of supporting its own or third-party programs and also continued to promote projects related to communication, science, culture, education, and humanitarian aid.

Through the scheduled activities, we aim to offer children a series of learning experiences that foster actions of solidarity and commitment to society as a whole, through play, imagination, and participation.

Taking these points into account, we received approximately 1,000,000 visitors, and the number of companies providing support through sponsorship increased.

As every year, the source of income from the Annual Winter Vacation event, as well as family days celebrated by different companies and institutions, and advance ticket sales, proved to be a fundamental and regular economic support for the Foundation.

School visits and birthday celebrations also increased.

124

Museo de los Niños has been declared:

· of Educational Interest by the Ministry of Education of Argentina pursuant to Resolution No. 123;

· of Cultural Interest by the Secretariat of Culture and Communication of the Presidency of Argentina pursuant to Resolution No. 1895;

· of Cultural Interest by the Secretariat of Culture of the GCBA;

· of Tourist Interest by the Secretariat of Tourism of the Presidency of Argentina pursuant to Resolution No. 281; and

· sponsored by the Secretariat of Education of the GCBA pursuant to Resolution No. 537.

C. Organizational Structure

Subsidiaries and associated companies

The following table includes a description of our direct subsidiaries and associated companies as of June 30, 2024:

Companies	Effective Ownership and Voting Power Percentage (%)	Property/Activity
Associates
Agro-Uranga S.A.	34.86	Agro-Uranga S.A. is an agricultural company which owns 2 farmlands (Las Playas and San Nicolás) that have 8,299 hectares on the state of Santa Fe and Córdoba.
Uranga Trading S.A	34.86	Uranga Trading S.A. is committed to facilitate and optimally manage the trade of grains of the highest quality, locally and internationally.
Subsidiaries
Brasilagro Companhia Brasileira de Propiedades Agrícolas	35.22 (1)(3)	Brasilagro is mainly involved in four areas: sugar cane, crops and cotton, forestry activities, and livestock.
Futuros y Opciones.Com S.A.	51.21	A leading agricultural web site which provides information about markets and services of economic and financial consulting through the Internet. The company has begun to expand the range of commercial services offered to the agricultural sector by developing direct sales of supplies, crops brokerage services and cattle operations.
Amauta Agro S.A. (formerly known as FyO Trading S.A.)	98.57 (2)	Amauta Agro S.A.’s purpose is to engage, in its own name or on behalf of or associated with third parties, in activities related to the production of agricultural products and raw materials, export and import of agricultural products and national and international purchases and sales of agricultural products and raw materials.
FyO Acopio S.A. (formerly known as Granos Olavarria S.A.)	98.57 (2)	FyO Acopio S.A. is principally engaged to the warehousing of cereals and brokering of grains.
Helmir S.A.	100	Helmir S.A. is involved in investments in entities organized in Uruguay or abroad through the purchase and sale of bonds, shares, debentures and any kind of securities and commercial paper under any of the systems or forms created or to be created, and to the management and administration of the capital stock it owns on companies controlled by it.
IRSA Inversiones y Representaciones Sociedad Anónima	55.40 (1)(3)	It is a leading Argentine company devoted to the development and management of real estate.

(1)	Excludes effect of treasury stock.
(2)	Includes Futuros y Opciones.Com S.A.’s interest.
(3)	Includes Helmir’s interest.

125

D. Property, Plants and Equipment

Overview of Agricultural Properties

As of June 30, 2024, we owned, together with our subsidiaries, 27 farmlands, which have a total surface area of 599,744 hectares.

The following table sets forth our properties’ size (in hectares), primary current use and book value. The market value of farmland is generally higher the closer a farmland is located to Buenos Aires:

	Facility	Province	Country	Gross Size (in hectares)	Date of Acquisition	Primary Current Use	Net Book Value (ARS Millions) (1)
1	El Recreo	Catamarca	Argentina	12,395	May ’95	Natural woodlands	420
2	Los Pozos (4)	Salta	Argentina	235,377	May ’95	Cattle/ Agriculture/ Natural woodlands	45,676
3,4	San Nicolás/Las Playas (2)	Santa Fe/Córdoba	Argentina	2,893	May ‘97	Agriculture/ Dairy	5,055
5	La Gramilla/ Santa Bárbara	San Luis	Argentina	7,072	Nov ‘97	Agriculture Under irrigation	10,894
6	La Suiza	Chaco	Argentina	26,371	Jun ‘98	Agriculture/ Cattle	12,093
7	El Tigre	La Pampa	Argentina	7,860	Apr ‘03	Agriculture/ Dairy	11,418
8	San Pedro	Entre Rios	Argentina	3,584	Sep ‘05	Agriculture	9,229
9	8 De Julio/ Estancia Carmen	Santa Cruz	Argentina	100,911	May ‘07/ Sep ‘08	Sheep	3,095
10	Administración Cactus	San Luis	Argentina	171	Dec ‘97	Natural woodlands	329
11	Los Sauces	La Pampa	Argentina	1,250	Jun ‘23	Agriculture	4,472
12,13,14	Las Londras/San Rafael/ La Primavera (3)	Santa Cruz	Bolivia	10,020	Nov-08/Jun-11	Agriculture	23,864
15	Finca Mendoza	Mendoza	Argentina	674	Mar ‘11	Natural woodlands	-
16	Establecimiento Mendoza	Mendoza	Argentina	9	Nov’03	Natural woodlands	1,710
17	Marangatú/Udra (3)	Mariscal Estigarribia	Paraguay	58,722	Feb’09	Agriculture /Natural Woodlands	48,189
18/27	Brasilagro (3)		Brasil	132,435		Agriculture/ Forestry/Cattle	204,765
				599,744			381,209

(1)	Acquisition costs plus improvements and furniture necessary for the production, less depreciation..
(2)	Hectares and carrying amount in proportion to our 34.86% interest in Agro-Uranga S.A.
(3)	See the section “Overview of Brasilagro’s Properties”.
(4)	On September 30, 2024, the Company informed that it had sold a 3,630 hectares fraction of land reserve with productive potential of the “Los Pozos” farm. Please see “Recent Developments — Cresud’s Recent Developments — Farmland Fraction Sale - Los Pozos”.

126

Overview of BrasilAgro’s Properties

As of June 30, 2024, we owned, together with our subsidiaries, 14 farmlands, which have a total surface area of 201,177 hectares, acquired at a highly convenient value compared to the average of the region, all of them with a great appreciation potential.

		Total Area		Net book Value
Properties	Place	(ha)	Use		(ARS Million)	(USD Million)
Jatobá Farmland	Jaborandi/BA	8,868	Agriculture		29,648	33
Alto Taquari Farmland	Alto Taquari/MT	1,380	Agriculture		3,277	4
Chaparral Farmland	Correntina/BA	24,885	Agriculture		25,768	28
Nova Buriti Farmland	Januária/MG	24,212	Forestry		4,218	5
Preferência Farmland	Barreiras/BA	17,799	Cattle		6,370	7
São José Farmland	Maranhão/MA	17,566	Agriculture		20,947	23
Marangatu/ Udra Farmlands	Boqueron Paraguay	58,722	Agriculture		48,189	53
Arrojadinho Farmland	Barreiras/BA	16,642	Agriculture		27,193	30
Rio do Meio Farmland	Correntina/BA	5,750	Agriculture		28,230	31
Serra Grande Farmland	Piaui/BA	4,489	Agriculture		7,518	8
Las Londras/San Rafael/ La Primavera	Bolivia	10,020	Agriculture		23,864	26
Panamby Farmland	Mato Grosso/BA	10,844	Agriculture		51,596	57
		201,177			276,818	304

Overview of Urban Properties and investment business

In the ordinary course of business, the leases property or spaces for administrative or commercial use both under operating lease arrangements. The agreements include several clauses, including but not limited, to fixed, variable or adjustable payments.

127

The following table sets forth certain information about our properties for the Urban Properties and investment business as of June 30, 2024:

Property (6)	Date of Acquisition	Leasable/ Sale m2 / Rooms (1)	Location	Net Book Value (in millions of ARS) (2)	Use	Occupancy rate (%)
Bankboston Tower (13)	Aug-07	-	City of Buenos Aires	1,967	Office Rental	N/A
Bouchard 551	Mar-07	-	City of Buenos Aires	5,165	Office Rental	N/A
Intercontinental Plaza Building	Nov-97	2,979	City of Buenos Aires	13,422	Office Rental	100.0
Dot Building	Nov-06	11,242	City of Buenos Aires	52,613	Office Rental	79.4
Zetta Building	Jun-19	32,173	City of Buenos Aires	159,256	Office Rental	100.0
Phillips Building	Jun-17	8,017	City of Buenos Aires	33,147	Office Rental	50.6
Other Properties(5)	N/A	N/A	City and Province of Buenos Aires / Detroit U.S	31,718	Other Rentals	N/A
Abasto Shopping	Nov-99	37,166	City of Buenos Aires, Argentina	90,036	Shopping Mall	99.5
Alto Palermo Shopping	Dec-97	20,733	City of Buenos Aires, Argentina	108,434	Shopping Mall	99.4
Alto Avellaneda	Dec-97	39,784	Province of Buenos Aires, Argentina	70,175	Shopping Mall	93.7
Alcorta Shopping(16)	Jun-97	15,859	City of Buenos Aires, Argentina	68,761	Shopping Mall	99.9
Patio Bullrich	Oct-98	11,395	City of Buenos Aires, Argentina	31,793	Shopping Mall	91.2
Alto Noa	Nov-95	19,427	City of Salta, Argentina	15,779	Shopping Mall	99.4
Mendoza Plaza	Dec-94	41,511	Mendoza, Argentina	25,444	Shopping Mall	98.6
Alto Rosario	Dec-04	34,858	Santa Fe, Argentina	63,585	Shopping Mall	93.7
Córdoba Shopping –Villa Cabrera (11)	Dec-06	15,368	City of Córdoba, Argentina	19,494	Shopping Mall	99.5
Dot Baires Shopping	May-09	48,018	City of Buenos Aires, Argentina	76,185	Shopping Mall	99.3
Soleil Premium Outlet	Jul-10	15,675	Province of Buenos Aires, Argentina	33,749	Shopping Mall	100.0
La Ribera Shopping	Aug-11	10,542	Santa Fe, Argentina	8,632	Shopping Mall	91.7
Distrito Arcos	Dec-14	14,508	City of Buenos Aires, Argentina	38,774	Shopping Mall	100.0
Alto Comahue	Mar-15	11,701	Neuquén, Argentina	26,841	Shopping Mall	99.4
Patio Olmos	Sep-97	-	City of Córdoba, Argentina	11,478	Shopping Mall	N/A
Beruti Parking Space	N/A	-	Ciudad de Buenos Aires	5,455	Shopping Mall	N/A
Caballito Plot of Land	Nov-97	-	City of Buenos Aires	42,532	Land Reserve	N/A
Ramblas del Plata	Oct-97	716,180	City of Buenos Aires	485,412	Other Rentals	N/A
Ezpeleta Plot of land	May-22	-	Province of Buenos Aires, Argentina	-	Other Rentals	N/A
Beruti and Coronel Diaz Building	Jun-22	-	City of Buenos Aires	12,081	Other Rentals	N/A
Paseo Colon Building	May-23	-	City of Buenos Aires	6,653	Other Rentals	N/A
261 Della Paolera	May-10	4,937	City of Buenos Aires	38,339	Offices and Other Rentals	100.0
Luján plot of land	May-08	1,152,106	Province of Buenos Aires, Argentina	11,463	Mixed uses	N/A
Other Land Reserves (4)	N/A	N/A	City and Province of Buenos Aires	125,927	Land Reserve	N/A
Other Developments (15)	N/A	N/A	City of Buenos Aires	466	Properties under development	N/A
Buildable potentials (14)	N/A	N/A	City of Buenos Aires, Córdoba and Santa Fé	37,327	Other Rentals	N/A
Intercontinental Hotel (7) (12)	Nov-97	313	City of Buenos Aires	43,543	Hotel	63.9
Libertador Hotel (8) (12)	Mar-98	200	City of Buenos Aires	19,463	Hotel	59.4
Llao Llao Hotel (9)(10) (12)	Jun-97	205	City of Bariloche	74,110	Hotel	69.3
Others (3)	N/A	N/A	City and Province of Buenos Aires	1,587	Others	N/A

(1)	Total leasable area for each property. Excludes common areas and parking spaces.
(2)	Shopping Malls, Offices and Land Reserves are valued at fair value. Our Hotels are valued at cost of acquisition or development plus improvements, less accumulated depreciation, less allowances.
(3)	Includes EH UT.
(4)	Includes the following land reserves: Pontevedra plot, San Luis Plot, Pilar plot and Intercontinental Plot, Annexed to Dot Plot, Mendoza Plot, Casona Husdon Plot, Mendoza 2.992 East Av. Plot, Mendoza Bandera de los Andes 3027 plot, Güemes 902 plot (Conil), Córdoba plot, Neuquén plot and La Plata plot.
(5)	Includes the following properties: Anchorena 665, Anchorena 545 (Chanta IV), Zelaya 3102 y 3103, Madero 1020, Abasto Offices, Suipacha 664, La Adela, Paseo del Sol, Libertador 498, Beruti 3330/3336/3358 Paseo del sol.
(6)	Percentage of occupation of each property. Land reserves are assets that the company keeps in the portfolio for future developments.
(7)	Through Nuevas Fronteras S.A.
(8)	Through Hoteles Argentinos S.A.U.
(9)	Through Llao Llao Resorts S.A.
(10)	Includes “Terreno Bariloche.”
(11)	The cinema building located at Córdoba Shopping – Villa Cabrera is included in Investment Properties, which is encumbered by a right of antichresis as a result of loan due to Empalme by NAI INTERNACIONAL II Inc.
(12)	Express in number of rooms.
(13)	The offices were totally sold during the fiscal year ended June 30, 2021.
(14)	Includes buildable potentials related to the following shopping malls: Patio Bullrich, Alto Palermo, Córdoba Shopping and Alto Rosario.
(15)	Includes PH Office Park.
(16)	Includes “Ocampo parking spaces”.

128

Insurance

Agricultural Business

We carry insurance policies with insurance companies that we consider to be financially sound. We employ multi-risk insurance for our farming facilities and industrial properties, which covers property damage, negligence liability, fire, falls, collapse, lightning and gas explosion, electrical and water damages, theft, and business interruption. Such insurance policies have specifications, limits and deductibles which we believe are customary. Nevertheless, they do not cover damages to our crops. We carry directors and officer’s insurance covering management’s civil liability, as well as legally mandated insurance, including employee personal injury. We also provide life or disability insurance for our employees as benefits.

We believe our insurance policies are adequate to protect us against the risks for which we are covered. Nevertheless, some potential losses are not covered by insurance and certain kinds of insurance coverage may become prohibitively expensive.

The types of insurance used by us are the following:

Insured Property	Risk Covered	Amount Insured (in Millions of ARS)	Book Value (in Millions of ARS)
Buildings, machinery, silos, installation and furniture and equipment	Theft, fire and technical insurance	45,326	124,659
Vehicles	Theft, fire and civil and third parties liability	2,404	1,443

Urban Properties and Investment Business

IRSA carries all-risk insurance for the shopping malls and other buildings covering damages to the property caused by fire, acts of terrorism, explosion, gas leak, hail, storm and winds, earthquakes, vandalism, theft and business interruption. In addition, IRSA carries liability insurance covering all potential damages to third parties or goods arising from the development of our businesses throughout the whole Argentine territory. We are in compliance with all the legal requirements relating to mandatory insurance, including statutory coverage under the Occupational Risk Law, life insurance required under collective bargaining agreements and other insurance required by the laws and executive orders. IRSA’s decrees. Our history of material damages is limited to only one claim made as a result of a fire in Alto Avellaneda Shopping in March 2006, in which the loss was substantially recovered from our insurers. These insurance policies have all the specifications, limits and deductibles that we believe are adequate for the risks to which we are exposed in our daily operations. IRSA also purchased civil liability insurance to cover our directors’ and officers’ liability.

129

Control Systems

IRSA has computer systems equipped to monitor tenants’ sales in all of its shopping malls. IRSA also conducts regular revenues audits of our tenants’ accounting sales records in all of our shopping malls. IRSA uses the information generated from the computer monitoring system to prepare statistical data regarding, among other things, total sales, average sales and peak sale hours for marketing purposes and as a reference for the revenues audit. Most of its shopping mall lease agreements require the tenant to have its point of sale system linked to our server.

Item 4A. Unresolved Staff Comments

This item is not applicable.

Item 5. Operating and Financial Review and Prospects

A. Operating Results

The following management’s discussion and analysis of our financial condition and results of operations should be read together with our Audited Consolidated Financial Statements and related notes appearing elsewhere in this Annual Report. This discussion and analysis of our financial condition and results of operations contains forward-looking statements that involve risks, uncertainties and assumptions. These forward-looking statements include such words as, “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ materially and adversely from those anticipated in these forward-looking statements as a result of many factors, including without limitation those set forth elsewhere in this Annual Report. See Item 3 “Key Information – D. Risk Factors” for a more complete discussion of the economic and industry-wide factors relevant to us.

The objective of this Management’s Discussion and Analysis section is to provide a description of our economic and financial condition as of June 30, 2024, and for the fiscal year then ended. In this sense, the purpose of this management’s discussion and analysis is to describe the impact of the macroeconomic or operational drivers over our business segments in order to explain the reasons or causes that originate our results of operations.

General

We prepare our Audited Consolidated Financial Statements in Pesos and in accordance with IFRS Accounting Standards, as issued by the IASB, and with CNV Rules.

We have determined that, as of July 1, 2018, the Argentine economy qualifies as a hyperinflationary economy according to the guidelines of IAS 29 since the total cumulative inflation in Argentina in the 36 months prior to July 1, 2018, exceeded 100%. IAS 29 requires that the financial information recorded in a hyperinflationary currency be adjusted by applying a general price index and expressed in the measuring unit (the hyperinflationary currency) at the end of the reporting period. Therefore, our Audited Consolidated Financial Statements included in this Annual Report have been adjusted by applying a general price index and expressed in the measuring unit (the hyperinflationary currency) currently at the end of the reporting period (June 30, 2024). See “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 results of operations.”

Revenue recognition

The Company identifies contracts with customers and evaluates the goods and services committed therein to determine performance obligations and their classification between performance obligations that are satisfied at a given time or over time.

Revenue from satisfaction of performance obligations at a given time is recognized when the client obtains control of the committed asset or service considering whether there is a right to collection, if the client has the physical possession, if the client has the legal right and if they have transferred the risks and benefits.

130

In accordance with IFRS Accounting Standards 15, the Company recognizes revenues over time from the sales of real estate developments in which there is no alternative use for the asset and the Company has the right to demand payment of the contract. When these conditions are not met, the income is recognized at the time of delivery or deed, depending on the case, when the risk transfers are completed, the collection is reasonably assured and there is a price already determined.

Revenue from satisfaction of performance obligations over time for real estate developments is recognized by measuring progress towards compliance with the obligation when it can be measured reliably. For this measurement, the Company uses the input method, that is, the effort consumed by the entity and determines the percentage of progress based on the estimate of the total development costs.

The Company’s revenue is recognized at the probable value of the consideration to which it will be entitled in exchange for transferring the products or services to the customer which is not expected to suffer significant changes.

Agricultural activities

Revenue from our agricultural activities comes primarily from sales of agricultural produce and biological assets, from provision of services related to the activity and from leases of farmlands.

We also provide agricultural-related (including but not limited to watering and feedlot services) and brokerage services to third parties. Revenue from services is recognized when services are effectively rendered.

We also lease land to third parties under operating lease agreements. Lease income is recognized on a straight-line basis over the period of the lease.

· · Sale of goods

Revenue from sales of grains and sugarcane sales is recognized when performance obligations are met, which consists of transforming the significant risks and benefits of ownership of the goods are transferred to the purchaser, usually when the products are delivered to the purchaser at the determined location, according to the agreed sales terms.

In the case of grains, the Company normally enters into forward contracts under which the Company is entitled to determine the sale price for the total or partial volume of grains sold, through the delivery date, based on formulas contractually agreed upon. In some cases, the formulas used to determine the sales price are stated in U.S. dollars.

Upon the delivery of grains, revenue is recognized based on the price determined for each client considering the foreign exchange rate on the delivery date when applicable. After the grains are delivered to the client, the quality and final weight are assessed, and the final price of the transaction is agreed upon, which result in adjusting the original contractual amounts, and any foreign exchange rate variation through the settlement date.

· · Sale of farms

Revenue from sale of farms is not recognized until performance obligations are met, which consists of: (i) the sale be in completed, (ii) the Company has determined that it is probable the buyer will pay, (iii) the amount of revenue can be measured reliably, and (iv) the Company has transferred all risks and rewards to the buyer and does not have a continuing involvement. Usually this coincides with the buyer making the first down payment, moment when the transfer of possession is completed, according to the contractual terms. The result from sales of farms is presented in the Consolidated Statement of Income and Other Comprehensive Income as “Gain from disposal of farmlands” net of the related cost.

· Sales of beef cattle

131

Revenue from the sale of beef cattle is recognized when performance obligations are met, which consists of transferring the material risks and the benefits of cattle ownership to the buyer, usually when the cattle is delivered to the buyer at the specified place, in accordance with the terms of the sale agreed upon.

As for the sale of beef cattle, the Company’s operation consists basically of a project involving the production and sale of beef calves after weaning (this process is called rearing). However, some animals that prove to be infertile may be sold to meat packers for slaughtering. At Paraguay operations, the project consists in fattening and selling these animals for slaughtering. The pricing for sale of cattle is based on the market price of the arroba of fed cattle in the respective market (the arroba price is verified on the transaction date), the animal weight, plus the premium related to the category. The sale of cattle in Brazil and Paraguay operations, in turn, considers the price of the arroba of fed cattle or heifer/cow on the date of sale in the respective market, applied to carcass yields.

Urban properties and investments activities

· Rental and services - Shopping malls portfolio

Revenues derived from business activities developed in our shopping malls mainly include rental income under operating leases, admission rights, commissions and revenue from several complementary services provided to our lessees.

The Argentine Civil and Commercial Code section 1221 provides that tenants may rescind commercial lease within the initial six months by means of written notification. If option is used within the first year of the lease, the Tenant shall pay the Lessor, as compensation, the equivalent of one-and-a-half month’s rent, and one month’s rent if the tenant makes use of the option after that period. Given that the rule does not provide for advance notice, Lease Agreements include a provision whereby the lessee must give at least 60 days advance notice of its intention to terminate the lease. The exercise of such early termination could materially and adversely affect us.

We have determined that, in all operating leases, the lease term for accounting purposes matches the term of the contract. We concluded that, even though a lease is cancellable under law, tenants would incur significant “economic penalties” if the leases are terminated prior to expiry. We considered that these economic penalties are of such amount that continuation of the lease contracts by tenants appears to be reasonably certain at the inception of the respective agreements. We reached this conclusion based on factors such as: (i) the strategic geographical location and accessibility to customers of our investment properties; (ii) the nature and tenure of tenants (mostly well-known local and international retail chains); (iii) limited availability of identical revenue-producing space in the areas where our investment properties are located; (iv) the tenants’ brand image and other competitive considerations; (v) tenants’ significant expenses incurred in renovation, maintenance and improvements on the leased space to fit their own image; (vi) the majority of our tenants only have stores in shopping malls with a few or none street stores. See details in Note 24 to our Audited Consolidated Financial Statements.

Lessees of rental space located within shopping malls are generally required to pay the higher of: (i) a base monthly rent (the “Base Rent”) and (ii) a specific percentage of gross monthly sales recorded by the Lessee (the “Contingent Rent”), which generally ranges between 2% and 12% of the lessees’ gross sales. In addition, in accordance with the standard terms of the typical commercial lease, the Base Rent is usually adjusted at that time by the Consumer Price Index (CPI) in Argentina.

In addition, some leases include provisions that set forth variable rent based on specific volumes of sales revenue and other types of ratios.

Rental income from shopping malls, admission rights and commissions, are recognized in the Consolidated Statement of Income and Other Comprehensive Income on a straight-line basis over the term of the leases. When lease incentives are granted, they are recognized as an integral part of the net consideration for the use of the property and are therefore recognized on the same straight-line basis.

132

Contingent rents, i.e. lease payments that are not fixed at the inception of a lease, are recorded as income in the periods in which they are known and can be determined. Rent increases are recognized when such increases have been agreed with tenants.

Tenants in our shopping malls are also generally charged a non-refundable admission right upon entering a lease contract or renewing an existing one. Admission rights are treated as additional rental income and recognized in the Consolidated Statement of Income and other Comprehensive Income on a straight-line basis over the term of the respective lease agreement.

We act as our own leasing agent for arranging and closing lease agreements for our shopping malls properties and consequently earn letting fees. Letting fees are paid by tenants upon the successful closing of an agreement. A transaction is considered successfully concluded when both parties have signed the related lease contract. Letting fees received by us are treated as additional rental income and are recognized in the Consolidated Statement of Income and Other Comprehensive Income on a straight-line basis over the term of the lease agreements.

Our lease contracts also provide that common area maintenance charges and collective promotion funds of our shopping malls are borne by the corresponding lessees, generally on a proportional basis. These common area maintenance charges include all expenses necessary for various purposes including, but not limited to, the operation, maintenance, management, safety, preservation, repair, supervision, insurance and enhancement of the shopping malls. The lessor is responsible for determining the need and suitability of incurring a common area expense. We make the original payment for such expenses, which are then reimbursed by the lessees. We consider that it acts as a principal in these cases. Service charge income is presented separately from property operating expenses. Property operating expenses are expensed as incurred.

Under the terms of the leases, lessees also agree to participate in collective promotion funds (“CPF”) to be used in advertising and promoting our shopping malls. Each lessee’s participation generally equals a percentage calculated based on the monthly accrued rental prices.

Revenue so derived is also included under rental income and services segregated from advertising and promotion expenses. Such expenses are charged to income when incurred.

On the other hand, revenue includes income from managed operations and other services such as car parking spaces. Those revenues are recognized on an accrual basis as services are provided.

· Rental and services - Offices and other rental properties

Rental income from offices and other rental properties include rental income from offices leased out under operating leases, income from services and expenses recovery paid by tenants.

Rental income from offices and other rental properties is recognized in the Consolidated Statement of Income and Other Comprehensive on a straight-line basis over the term of the leases. When lease incentives are granted, they are recognized as an integral part of the net consideration for the use of the property and are therefore recognized on the same straight-line basis.

A substantial portion of our leases requires the tenant to reimburse us for a substantial portion of operating expenses, usually a proportionate share of the allocable operating expenses. Such property operating expenses include necessary expenses such as property operating, repairs and maintenance, security, janitorial, insurance, landscaping, leased properties and other administrative expenses, among others. We manage the majority of our own rental properties. We make the original payment for these expenses, which are then reimbursed by the lessees. We consider that we act as a principal in these cases. We accrue reimbursements from tenants as service charge revenue in the period the applicable expenditures are incurred and are presented separately from property operating expenses. Property operating expenses are expensed as incurred.

· Sales and Development activities

133

Revenue from sale and developments of real estate properties primarily comprises the results from the sale of properties. Results from the sale of properties are recognized only when the posession has been transferred to the buyer. This normally takes place on unconditional exchange of contracts (except where payment or completion is expected to occur significantly after exchange). For conditional exchanges, sales are recognized when these conditions are satisfied.

IRSA also enters into barter transactions where IRSA normally exchanges undeveloped parcels of land with third-party developers for future property to be constructed on the bartered land and on occasion IRSA also receives cash as part of the transactions. Legal title to the land together with all risks and rewards of ownership are transferred to the developer upon sale. IRSA generally requires the developer to provide guarantees in compliance with its obligations. If the developer does not accomplishment with its obligations, IRSA executes the guarantees granted through a monetary penalty.

IRSA determines that its barters have commercial substance and that the conditions for recording the income from the transfer of parcels or land are met at the time the swap transaction is carried out. Revenues are recorded at the fair value of the goods delivered, adjusted as appropriate by the amount of cash received, and it will be recognized in the Consolidated Statement of Income and Other Comprehensive Income and other comprehensive income depending on the specific category in which the exchanged asset is classified. If the asset falls under the Investment properties category, the revenue will be recognized under the line “Net gain from fair value adjustment of investment properties.” However, if the asset is classified as Trading properties, the revenue will be recognized as operating income from the sale of trading properties. In exchange for the parcels or land transferred, IRSA generally receives cash and a right to receive future units that are part of the projects to be built on the parcels or land exchanged. This right is initially recognized at cost (this being the fair value of the land transferred) as an intangible asset in the statement of financial position denominated “Future units to be received from barters”. The intangible asset is not adjusted in subsequent years unless it is impaired.

IRSA may sell the residential apartments to third-party homebuyers once they are finalized and transferred from the developer. In these circumstances, revenue is recognized when the control is transferred to the buyer. This will normally take place when the deeds of title are transferred to the homebuyer.

However, IRSA may market residential apartments during construction or even before construction commences. In these situations, buyers generally surrender a down payment to IRSA with the remaining amount being paid when the developer completes the property and transfers it to IRSA, and IRSA in turn transfers it to the buyer or in installments. In these cases, revenue is not recognized until the apartments are completed and the transaction is legally completed, that is when the apartments are transferred to the homebuyers and deeds of title are executed. This is because in the event the residential apartments are not completed by the developer and consequently not delivered to the homebuyer, IRSA is contractually obligated to return to the homebuyer any down payment received plus a penalty amount. IRSA may then seek legal remedy against the developer for non-performance of its obligations under the agreement. IRSA exercised judgment and considered that the most significant risk associated with the asset IRSA holds (i.e., the right to receive the apartments) consisting of the non-fulfillment of the developer’s obligations (i.e., to complete the construction of the apartments) has not been transferred to the homebuyers upon reception of the down payment.

· Revenue from hotels

Revenue income from hotel operations mainly includes room services, gastronomy and other services. Revenue from the sale of products is recognized when the product is delivered and the significant risks and rewards of ownership are transferred to the buyer. Revenue from the sale of services is recognized when the service is provided.

134

Effects of the global macroeconomic factors

 Most of our assets are located in Argentina, where we conduct our operations. Therefore, our financial condition and the results of our operations are significantly dependent upon economic conditions prevailing in such country.

The table below shows Argentina’s GDP, inflation rates, dollar exchange rates, the appreciation (depreciation) of the Peso against the U.S. dollar for the indicated periods (inter-annual information—which is the 12 month period preceding the dates presented—is presented to conform to our fiscal year periods).

	Fiscal year ended June 30,
	2024			2023			2022
	(inter‑annual data)
GDP (1)		(1.7	)%		(4.9	)%		6.9	%
Inflation (IPIM) (2)		284.4	%		112.8	%		57.3	%
Inflation (CPI)		271.5	%		115.6	%		64.0	%
Depreciation of the Peso against the U.S. dollar	(255.0%)			(105.0%)			(30.9%)
Average exchange rate per USD 1.00 (3)	ARS 910.50			ARS 256.50			ARS 125.13

_____________________

(1)	Represents inter annual growth of the second quarter GDP at constant prices (2004). Historical data is maintained, as exposed originally by us in previous 20-Fs.
(2)	IPIM (Índice de Precios Internos al por Mayor) is the wholesale price index as measured by the Argentine Ministry of Treasury.
(3)	Represents average of the selling and buying exchange rate quoted by Banco de la Nación Argentina as of June 30. As of October 18, 2024, the exchange rate was 983.00 per U.S. dollar.

Sources: INDEC and Banco de la Nación Argentina.

Argentine GDP decreased 1.7% inter annually during the second quarter of 2024, compared to a decrease of 4.9% in the same period of 2023. Nationally, shopping mall sales at current prices in the month of June 2024 relevant to the survey reached a total of ARS 463,761 million, which represents an increase of 165.3% compared to June 2023. Accumulated sales for the first six months of the year 2024, represent a 220.5% in current terms and 0.7% increase in real terms as compared to the same period of 2023. The monthly EMAE as of June 30, 2024, decreased by 3.9% compared to the same month in 2023. As of June 30, 2024, the unemployment rate was at 7.6% of the country’s economically active population, compared to 6.2% as of June 30, 2023. On the other hand, in the second quarter of 2024, the activity rate stood at 48.5% compared to 47.6% in the same quarter of the previous year. While the employment rate maintained in line at 44.8% when compared with the second quarter of 2024, compared to 44.6% in the second quarter of the previous year.

Changes in short- and long-term interest rates, unemployment and inflation rates may reduce the availability of consumer credit and the purchasing power of individuals who frequent shopping malls. These factors, combined with low GDP growth, may reduce general consumption rates at our shopping malls. Since most of the lease agreements at our shopping malls, our main source of revenue, require tenants to pay a percentage of their total sales as rent, a general reduction in consumption may reduce our revenue. A reduction in the number of shoppers at our shopping malls and, consequently, in the demand for parking, may also reduce our revenue from services rendered.

Effects of inflation

The following are annual inflation rates during the fiscal years indicated, based on information published by the INDEC, an entity dependent of the Argentine Ministry of Treasury.

	Consumer price index			Wholesale price index
Fiscal year ended June 30,	(inter‑annual data)
2022		64.0	%		57.3	%
2023		115.6	%		112.8	%
2024		271.5	%		284.4	%

The current structure of IRSA lease contracts for shopping mall tenants generally includes provisions that provide for payment of variable rent, which is a percentage of IRSA’s shopping mall tenants’ sales. Therefore, the projected cash flows for these shopping malls generally are highly correlated with GDP growth and consumption power.

135

For the leases of spaces at our shopping malls we use for most tenants a standard lease agreement, the terms and conditions of which are described elsewhere in this Annual Report. However, our largest tenants generally negotiate better terms for their respective leases. No assurance can be given that lease terms will be as set forth in the standard lease agreement.

The rent specified in our leases generally is the higher of (i) a monthly Base Rent and (ii) a specified percentage of the store’s monthly gross sales, which generally ranges between 2% and 12% of such sales. In addition, pursuant to the rent escalation clause in most of our leases, a tenant’s Base Rent generally increases on a monthly or quarterly and cumulative basis following the IPC index. In the event of litigation regarding these adjustment provisions, there can be no assurance that we may be able to enforce such clauses contained in our lease agreements. See “Information of the Company—Business Overview—Our Shopping Malls—Principal Terms of our Leases.”

Continuing increases in the rate of inflation are likely to have an adverse effect on our operations. Although higher inflation rates in Argentina may increase minimum lease payments, given that tenants tend to pass on any increases in their expenses to consumers, higher inflation may lead to an increase in the prices our tenants charge consumers for their products and services, which may ultimately reduce their sales volumes and consequently the portion of rent we receive based on our tenants’ gross sales. In addition, we measure the fair market value of our shopping malls based upon the estimated cash flows generated by such assets which, as discussed in previous paragraphs, is directly related to consumer spending since a significant component of the rent payment received from our tenants is tied to the sales realized by such tenants (i.e is a percentage of the sales of our tenants). Therefore, macroeconomic conditions in Argentina have an impact on the fair market value of our shopping malls as measured in Pesos. Specifically, since our tenant’s products have been adjusted (increased) to account for inflation of the Argentine Peso, our expected cash flows from our shopping malls have similarly increased in nominal terms since rent is largely dependent on sales of our tenants in Pesos.

Seasonality

Our agricultural business is highly seasonal due to its nature and cycle. The harvest and sale of crops (corn, soybean and sunflower) generally occurs from February to June. Wheat is harvested from December to January. Our operations and sales are affected by the growing cycle of the crops we process and by decreases during the summer in the price of the cattle we fatten. As a result, our results of operations have varied significantly from period to period, and are likely to continue to vary, due to seasonal factors.

Our urban business is directly affected by seasonality, influencing the level of our tenants’ sales. During Argentine summer holidays (January and February) our tenants’ sales typically reach their lowest level, whereas during winter holidays (July) and in Christmas (December) they reach their maximum level. Clothing retailers generally change their collections in spring and autumn, positively affecting our shopping malls’ sales. Discount sales at the end of each season are also one of the main seasonal factors affecting our business.

Effects of interest rate fluctuations

Most of our U.S. dollar-denominated debt accrues interest at a fixed rate. An increase in interest rates will result in a significant increase in our financing costs and may materially affect our financial condition or our results of operations.

In addition, a significant increase of interest rates could deteriorate the terms and conditions in which our tenants obtain financing from banks and financial institutions in the market. As a consequence of that, if they suffer liquidity problems the collection of our lease contracts could be affected by an increase in the level of delinquency.

Effects of foreign currency fluctuations

A significant portion of our financial debt is denominated in U.S. dollars. Therefore, a devaluation or depreciation of the Peso against the U.S. dollar would increase our indebtedness measured in Pesos and materially affect our results of operations. Foreign currency exchange restrictions imposed by the Argentine Government could prevent or restrict our access to U.S. dollars, affecting our ability to service our U.S. dollar denominated‑ liabilities.

136

In addition, contracts for the rental of office buildings are generally stated in U.S. dollars, so a devaluation or depreciation of the Peso against the U.S. dollar would increase the risk of delinquency on our lease receivables.

As discussed above, we calculate the fair market value of our office properties based on comparable sales transactions. Typically, real estate transactions in Argentina are transacted in U.S. dollars. Therefore, a devaluation or depreciation of the Peso against the U.S. dollar would increase the value of our real estate properties measured in Pesos and an appreciation of the Peso would have the opposite effect. In addition, foreign currency exchange restrictions imposed by Argentine Government could prevent or restrict the access to U.S. dollars for the acquisition of real estate properties, which are denominated and transacted in U.S dollars in Argentina, that could affect our ability to sell or acquire real estate properties and could have an adverse impact in real estate prices.

For more information about the evolution of the U.S dollar / Peso exchange rate, see “A1. Local Exchange Market and Exchange Rates.”

Fluctuations in the market value of our investment properties as a result of revaluations

Currently, our interests in investment properties are revalued quarterly. Any increase or decrease in the fair value of our investment properties, based on appraisal reports prepared by appraisers, is recorded in our consolidated statement of income and other comprehensive income for the fiscal year during which the revaluation occurs. The revaluation of our properties may therefore result in significant fluctuations in the results of our operations.

Property values are affected by, among other factors:

a) shopping malls, which are mainly impacted by the discount rate used (WACC), the projected GDP growth and the projected inflation and devaluation of the Argentine Peso for future periods.

                b) office buildings, other rental properties, land reserves and buildable potentials, which are mostly impacted by the supply and demand of comparable properties and the U.S. dollar / Peso exchange rate at the reporting period, as office buildings fair value is generally established in U.S. dollars.

The value of the Company investment properties is determined in U.S. dollar pursuant to the methodologies further described in “Critical Accounting Policies and estimates” and then determined in Pesos (the Company functional and presentation currency).

In the past, purchases and sales of office buildings were usually settled in U.S. dollars, However, as a consequence of the restrictions imposed by the Central Bank on foreign exchange transactions, purchase and sales of office buildings and other properties are now usually settled in Argentine Pesos, using an implicit exchange rate that is higher than the official one (as it was the case in the operations carried out by IRSA in the last two years).

137

Factors Affecting Comparability of our Results

Comparability of information

Office buildings

During the year ended June 30, 2020, we have incorporated as an investment property the building “Della Paolera” located in Catalinas District in Buenos Aires. It consists of 35,208 square meters of GLA over 30 office floors and includes 316 parking spaces in 4 basements. During the fiscal years 2024, 2023 and 2022, we sold and transferred floors of the building for a total area of approximately 3,579 sqm, 9,500 sqm and 9,674 sqm, respectively. As of June 30, 2024, IRSA retains its rights for 4 floors of the building with an approximate leasable area of 4,937 sqm. As a subsequent event, on October 15, 2024, IRSA informed that it has sold a floor of the “261 Della Paolera” for a total leasable area of approximately 1,197 sqm and 8 parking lots located in the building. For more information see “Recent Developments — IRSA’s Recent — Developments 261 Della Paolera floor sale”.

On April 19, 2022, we sold 100% of the “República” building, located next to the “Catalinas Norte” area in the City of Buenos Aires. The tower has 19,885 sqm of GLA on 20 office floors and 178 parking spaces.

On July 24, 2023, we sold the “Suipacha 652/64” office building, located in the Microcentro district of the Autonomous City of Buenos Aires. The class B building, with 7 office floors and 62 parking lots, acquired by IRSA in 1991, has a GLA of 11,465 sqm, which was vacant at the moment of the transaction.

Shopping malls

During the fiscal years ended June 30, 2024, 2023 and 2022, we maintained the same portfolio of operating shopping malls.

Business Segment Information

IFRS Accounting Standards 8 requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the CODM. According to IFRS Accounting Standards 8, the CODM represents a function whereby strategic decisions are made and resources are assigned. The CODM function is carried out by the President of the Company, Mr. Eduardo S. Elsztain.

Segment information is reported from the perspective of products and services: (i) agricultural business and (ii) urban properties and investment business.

Below is the segment information prepared as follows:

Agricultural business

· Agricultural production: segment consists of planting, harvesting and sale of crops as wheat, corn, soybeans, cotton and sunflowers; the sale of grain derivatives, such as flour and oil, breeding, purchasing and/or fattening of free-range cattle for sale to meat processors and local livestock auction markets.; agricultural services; leasing of the Company’s farms to third parties; and planting, harvesting and sale of sugarcane

· Land transformation and sales: comprises gains from the disposal and development of farmlands activities.

· Corporate: includes corporate expenses related to agricultural business.

· Other segments: includes, principally, brokerage activities, among others.

138

Urban properties and investments business

· Shopping Malls: includes results principally comprised of lease and service revenues related to rental of commercial space and other spaces in the shopping malls of the Company.

· Offices: includes the operating results from lease revenues of offices, other rental spaces and other service revenues related to the office activities.

· Sales and Developments: includes the operating results of the development, maintenance and sales of undeveloped parcels of land and/or trading properties. Real estate sales results are also included.

· Hotels: includes the operating results mainly comprised of room, catering and restaurant revenues.

· Others: includes the entertainment activities through ALG Golf Center S.A., La Rural S.A. and Buenos Aires Convention Center (Concession), We Are Appa investments in associates such as GCDI (former TGLT) and the financial activities carried out through Banco Hipotecario / BACS, as well as other investments in associates.

The CODM periodically reviews the operating results and certain asset categories and assesses performance of operating segments based on a measure of profit or loss of the segment composed by the operating income plus the share of profit / (loss) of joint ventures and associates. The valuation criteria used in preparing this information are consistent with IFRS Accounting Standards standards used for the preparation of our Audited Consolidated Financial Statements, except for the following:

o Operating results from joint ventures are evaluated by the CODM applying proportional consolidation method. Under this method, the profit/loss generated and assets are reported in the Consolidated Statement of Income and Other Comprehensive line-by-line based on the percentage held in joint ventures rather than in a single item as required by IFRS Accounting Standards. Management believes that the proportional consolidation method provides more useful information to understand the business return. On the other hand, the investment in the joint venture La Rural S.A. is accounted for under the equity method since this method is considered to provide more accurate information in this case.

o Operating results from Shopping Malls and Offices segments do not include the amounts pertaining to building administration expenses and FPC as well as total recovered costs, whether by way of expenses or other concepts included under financial results (for example default interest and other concepts). The CODM examines the net amount from these items (total surplus or deficit between building administration expenses and FPC and recoverable expenses).

The assets’ categories reviewed by the CODM are: investment properties, property, plant and equipment, trading properties, inventories, rights to receive units under barter transactions, investments in associates and goodwill. The sum of these assets, classified by business segment, is disclosed as “reportable assets”. Assets are assigned to each segment based on operations and/or their physical location.

Most of the revenues from the operating segments are generated and the assets are physically located in Argentina, with the exception of part of the results of associates included in the “Other” segment located in the United States.

139

Revenues for each reporting segment derive from a large and diverse client base and, therefore, there is no revenue concentration in any particular segment.

Below is a summarized analysis of the lines of business for the year ended June 30, 2024:

	06.30.2024
	Agricultural business (I)			Urban Properties and Investment business (II)			Total segment information			Joint ventures (i)			Adjustments (ii)			Elimination of inter-segment transactions and non-reportable assets / liabilities (iii)			Total Statement of Income and Other Comprehensive Income/ Financial Position
	(million of ARS)
Revenues		384,487			270,550			655,037			(1,453	)		59,447			(1,658	)		711,373
Costs		(323,676	)		(48,891	)		(372,567	)		161			(60,637	)		-			(433,043	)
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest		5,339			-			5,339			-			-			710			6,049
Changes in the net realizable value of agricultural products after harvest		7,174			-			7,174			-			-			-			7,174
Gross profit / (loss)		73,324			221,659			294,983			(1,292	)		(1,190	)		(948	)		291,553
Net loss from fair value adjustment of investment properties		(7,454	)		(341,584	)		(349,038	)		364			-			-			(348,674	)
Gain from disposal of farmlands		52,612			-			52,612			-			-			-			52,612
General and administrative expenses		(33,678	)		(51,453	)		(85,131	)		173			-			107			(84,851	)
Selling expenses		(43,768	)		(17,491	)		(61,259	)		133			-			742			(60,384	)
Other operating results, net		27,904			(7,014	)		20,890			(21	)		419			86			21,374
Management fees		-			-			-			-			(7,866	)		-			(7,866	)
Profit / (loss) from operations		68,940			(195,883	)		(126,943	)		(643	)		(8,637	)		(13	)		(136,236	)
Share of (loss) / profit of associates and joint ventures		(1,084	)		33,760			32,676			277			-			-			32,953
Segment profit / (loss)		67,856			(162,123	)		(94,267	)		(366	)		(8,637	)		(13	)		(103,283	)
Reportable assets		729,735			1,944,113			2,673,848			685			-			798,578			3,473,111
Reportable liabilities (*)		-			-			-			-			-			(1,909,201	)		(1,909,201	)
Net reportable assets		729,735			1,944,113			2,673,848			685			-			(1,110,623	)		1,563,910

Below is a summarized analysis of the lines of business for the year ended June 30, 2023:

	06.30.2023
	Agricultural business (I)			Urban Properties and Investment business (II)			Total segment information			Joint ventures (i)			Adjustments (ii)			Elimination of inter-segment transactions and non-reportable assets / liabilities (iii)			Total Statement of Income and Other Comprehensive Income/ Financial Position
	(million of ARS)
Revenues		378,132			268,627			646,759			(1,687	)		64,781			(2,441	)		707,412
Costs		(313,801	)		(49,365	)		(363,166	)		736			(65,950	)		-			(428,380	)
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest		(5,628	)		-			(5,628	)		-			-			819			(4,809	)
Changes in the net realizable value of agricultural products after harvest		(9,431	)		-			(9,431	)		-			-			-			(9,431	)
Gross profit / (loss)		49,272			219,262			268,534			(951	)		(1,169	)		(1,622	)		264,792
Net loss from fair value adjustment of investment properties		(8,804	)		(190,751	)		(199,555	)		7,559			-			-			(191,996	)
Gain from disposal of farmlands		55,825			-			55,825			-			-			-			55,825
General and administrative expenses		(31,550	)		(72,549	)		(104,099	)		250			-			643			(103,206	)
Selling expenses		(34,723	)		(16,860	)		(51,583	)		101			-			1,118			(50,364	)
Other operating results, net		(6,486	)		(27,061	)		(33,547	)		(93	)		614			(92	)		(33,118	)
Management fees		-			-			-			-			(17,683	)		-			(17,683	)
Profit / (loss)  from operations		23,534			(87,959	)		(64,425	)		6,866			(18,238	)		47			(75,750	)
Share of (loss) / profit of associates and joint ventures		(3,853	)		14,449			10,596			(4,722	)		-			(5	)		5,869
Segment profit / (loss)		19,681			(73,510	)		(53,829	)		2,144			(18,238	)		42			(69,881	)
Reportable assets		784,053			2,358,968			3,143,021			(13,050	)		-			842,993			3,972,964
Reportable liabilities (*)		-			-			-			-			-			(2,178,387	)		(2,178,387	)
Net reportable assets		784,053			2,358,968			3,143,021			(13,050	)		-			(1,335,394	)		1,794,577

140

Below is a summarized analysis of the lines of business for the year ended June 30, 2022:

	06.30.2022
	Agricultural business (I)			Urban property and investment business (II)			Total segment information			Joint ventures (i)			Adjustments (ii)			Elimination of inter-segment transactions and non-reportable assets / liabilities (iii)			Total Statement of Income and Other Comprehensive Income / Financial Position
	(million of ARS)
Revenues		515,872			204,987			720,859			(1,860	)		53,349			(4,644	)		767,704
Costs		(461,761	)		(42,851	)		(504,612	)		729			(55,055	)		-			(558,938	)
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest		145,804			-			145,804			-			-			1,535			147,339
Changes in the net realizable value of agricultural products after harvest		(16,007	)		-			(16,007	)		-			-			-			(16,007	)
Gross profit / (loss)		183,908			162,136			346,044			(1,131	)		(1,706	)		(3,109	)		340,098
Net gain/ (loss) from fair value adjustment of investment properties		19,707			102,522			122,229			10,588			-			-			132,817
Gain from disposal of farmlands		44,088			-			44,088			-			-			-			44,088
General and administrative expenses		(30,340	)		(42,987	)		(73,327	)		214			-			650			(72,463	)
Selling expenses		(43,895	)		(17,958	)		(61,853	)		43			-			3,016			(58,794	)
Other operating results, net		(6,714	)		225			(6,489	)		-			447			(89	)		(6,131	)
Management fees		-			-			-			-			(33,388	)		-			(33,388	)
Profit/ (loss) from operations		166,754			203,938			370,692			9,714			(34,647	)		468			346,227
Share of profit of associates and joint ventures		1,294			3,732			5,026			(6,588	)		-			-			(1,562	)
Segment profit/ (loss)		168,048			207,670			375,718			3,126			(34,647	)		468			344,665
Reportable assets		730,284			2,610,609			3,340,893			(11,830	)		-			909,751			4,238,814
Reportable liabilities (*)		-			-			-			-			-			(2,582,553	)		(2,582,553	)
Net reportable assets		730,284			2,610,609			3,340,893			(11,830	)		-			(1,672,802	)		1,656,261

(i)	Represents the equity value of joint ventures that were proportionately consolidated for information by segment purposes.
(ii)	Includes ARS (1,190) million, ARS (1,169) million and ARS (1,706) million corresponding to Expenses and FPC as of June 30, 2024, 2023 and 2022, respectively, and ARS 7,866 million, ARS 17,683 million and ARS 33,388 million to management fees, as of June 30, 2024, 2023 and 2022, respectively.
(iii)	Includes deferred income tax assets, income tax and MPIT credits, trade and other receivables, investment in financial assets, cash and cash equivalents and intangible assets except for rights to receive future units under barter agreements, net of investments in associates with negative equity which are included in provisions in the amount of ARS 15 million, ARS 4 million and ARS 63 million, as of June 30, 2024, 2023 and 2022, respectively.
(*)	The CODM focuses its review on reportable assets.

141

(I) Agriculture line of business

The following tables present the reportable segments of the agriculture line of business:

	06.30.2024
	Agricultural production			Land transformation and sales			Corporate			Others			Total Agricultural business
	(million of ARS)
Revenues		268,382			-			-			116,105			384,487
Costs		(239,036	)		(228	)		-			(84,412	)		(323,676	)
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest		5,339			-			-			-			5,339
Changes in the net realizable value of agricultural products after harvest		7,174			-			-			-			7,174
Gross profit / (loss)		41,859			(228	)		-			31,693			73,324
Net loss from fair value adjustment of investment properties		-			(7,454	)		-			-			(7,454	)
Gain from disposal of farmlands		-			52,612			-			-			52,612
General and administrative expenses		(19,641	)		(63	)		(4,583	)		(9,391	)		(33,678	)
Selling expenses		(28,934	)		(1,189	)		-			(13,645	)		(43,768	)
Other operating results, net		8,499			13,736			-			5,669			27,904
Profit / (loss) from operations		1,783			57,414			(4,583	)		14,326			68,940
Share of profit / (loss) of associates and joint ventures		1,553			-			-			(2,637	)		(1,084	)
Segment profit / (loss)		3,336			57,414			(4,583	)		11,689			67,856
Investment properties		-			64,521			-			-			64,521
Property, plant and equipment		448,000			1,261			-			3,311			452,572
Investments in associates		6,696			-			-			1,278			7,974
Other reportable assets		138,661			2,596			-			63,411			204,668
Reportable assets		593,357			68,378			-			68,000			729,735

From all of the revenues corresponding to Agricultural Business, ARS 221,139 million are originated in Argentina and ARS 163,348 million in other countries, principally in Brazil for ARS 161,810 million. From all of the assets included in the segment corresponding to Agricultural Business, ARS 507,247 million are located in Argentina and ARS 222,488 million in other countries, principally in Brazil.

	06.30.2023
	Agricultural production			Land transformation and sales			Corporate			Others			Total Agricultural business
	(million of ARS)
Revenues		278,373			-			-			99,759			378,132
Costs		(249,942	)		(275	)		-			(63,584	)		(313,801	)
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest		(5,628	)		-			-			-			(5,628	)
Changes in the net realizable value of agricultural products after harvest		(9,431	)		-			-			-			(9,431	)
Gross profit / (loss)		13,372			(275	)		-			36,175			49,272
Net loss from fair value adjustment of investment properties		-			(8,804	)		-			-			(8,804	)
Gain from disposal of farmlands		-			55,825			-			-			55,825
General and administrative expenses		(17,480	)		(52	)		(5,187	)		(8,831	)		(31,550	)
Selling expenses		(25,498	)		(48	)		-			(9,177	)		(34,723	)
Other operating results, net		625			(9,385	)		-			2,274			(6,486	)
(Loss) / profit from operations		(28,981	)		37,261			(5,187	)		20,441			23,534
Share of loss of associates and joint ventures		(628	)		-			-			(3,225	)		(3,853	)
Segment (loss) / profit		(29,609	)		37,261			(5,187	)		17,216			19,681
Investment properties		-			97,556			-			-			97,556
Property, plant and equipment		462,669			2,203			-			3,934			468,806
Investments in associates		6,216			-			-			3,199			9,415
Other reportable assets		152,532			-			-			55,744			208,276
Reportable assets		621,417			99,759			-			62,877			784,053

142

From all of the revenues corresponding to Agricultural Business, ARS 206,177 million are originated in Argentina and ARS 171,955 million in other countries, principally in Brazil for ARS 153,806 million. From all of the assets included in the segment corresponding to Agricultural Business, ARS 252,733 million are located in Argentina and ARS 531,320 million in other countries, principally in Brazil.

	06.30.2022
	Agricultural production			Land transformation and sales			Corporate			Others			Total Agricultural business
Revenues		409,042			-			-			106,830			515,872
Costs		(383,436	)		(385	)		-			(77,940	)		(461,761	)
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest		145,804			-			-			-			145,804
Changes in the net realizable value of agricultural products after harvest		(16,007	)		-			-			-			(16,007	)
Gross profit / (loss)		155,403			(385	)		-			28,890			183,908
Net gain from fair value adjustment of investment properties		-			19,707			-			-			19,707
Gain from disposal of farmlands		-			44,088			-			-			44,088
General and administrative expenses		(18,134	)		(64	)		(5,919	)		(6,223	)		(30,340	)
Selling expenses		(34,908	)		(1,514	)		-			(7,473	)		(43,895	)
Other operating results, net		(16,798	)		8,578			-			1,506			(6,714	)
Profit / (loss) from operations		85,563			70,410			(5,919	)		16,700			166,754
Share of profit of associates and joint ventures		862			-			-			432			1,294
Segment profit / (loss)		86,425			70,410			(5,919	)		17,132			168,048
Investment properties		-			109,505			-			-			109,505
Property, plant and equipment		373,369			2,211			-			1,698			377,278
Investments in associates		8,003			-			-			5,993			13,996
Other reportable assets		172,356			-			-			57,149			229,505
Reportable assets		553,728			111,716			-			64,840			730,284

From all of the revenues corresponding to Agricultural Business, ARS 258,632 million are originated in Argentina and ARS 257,240 million in other countries, principally in Brazil for ARS 237,601 million. From all of the assets included in the segment corresponding to Agricultural Business, ARS 247,302 million are located in Argentina and ARS 482,982 million in other countries, principally in Brazil.

(II) Urban properties and investments line of business 

Below is a summarized analysis of the urban properties and investments line of business for the fiscal years ended June 30, 2024, 2023 and 2022:

	06.30.2024
	Shopping Malls			Offices			Sales and developments			Hotels			Others			Total
	(million of ARS)
Revenues		179,650			16,243			9,246			61,569			3,842			270,550
Costs		(10,714	)		(1,182	)		(5,344	)		(28,939	)		(2,712	)		(48,891	)
Gross profit		168,936			15,061			3,902			32,630			1,130			221,659
Net loss from fair value adjustment of investment properties		(14,936	)		(69,585	)		(256,774	)		-			(289	)		(341,584	)
General and administrative expenses		(21,608	)		(2,062	)		(8,810	)		(9,342	)		(9,631	)		(51,453	)
Selling expenses		(9,007	)		(180	)		(3,236	)		(4,205	)		(863	)		(17,491	)
Other operating results, net		(2,840	)		(63	)		(3,805	)		(1,131	)		825			(7,014	)
Profit / (Loss) from operations		120,545			(56,829	)		(268,723	)		17,952			(8,828	)		(195,883	)
Share of profit of associates and joint ventures		-			-			-			-			33,760			33,760
Segment profit / (loss)		120,545			(56,829	)		(268,723	)		17,952			24,932			(162,123	)
Investment and trading properties		690,300			303,571			747,859			-			2,261			1,743,991
Property, plant and equipment		2,176			324			(18,987	)		30,701			3,001			17,215
Investment in associates and joint ventures		-			-			-			-			124,373			124,373
Other reportable assets		934			708			54,089			680			2,123			58,534
Reportable assets		693,410			304,603			782,961			31,381			131,758			1,944,113

143

From all the revenues, ARS 263,826 million originated in Argentina, and ARS 6,724 million in other countries, principally in Uruguay for ARS 6,651 million and USA for ARS 73 million. No external client represents 10% or more of revenue of any of the reportable segments. From all of the assets corresponding to the business of urban properties and investments ARS 1,933,622 million are located in Argentina and ARS 10,491 million in other countries, principally in the USA for ARS 1,754 million and Uruguay for ARS 8,669 million.

	06.30.2023
	Shopping Malls			Offices			Sales and developments			Hotels			Others			Total
	(million of ARS)
Revenues		176,246			17,031			16,280			55,596			3,474			268,627
Costs		(11,937	)		(1,408	)		(4,952	)		(28,296	)		(2,772	)		(49,365	)
Gross profit		164,309			15,623			11,328			27,300			702			219,262
Net loss from fair value adjustment of investment properties		(41,496	)		(18,409	)		(130,426	)		-			(420	)		(190,751	)
General and administrative expenses		(24,826	)		(3,102	)		(9,511	)		(12,168	)		(22,942	)		(72,549	)
Selling expenses		(8,055	)		(383	)		(4,172	)		(3,819	)		(431	)		(16,860	)
Other operating results, net		(2,173	)		(256	)		(3,284	)		(531	)		(20,817	)		(27,061	)
Profit / (Loss) from operations		87,759			(6,527	)		(136,065	)		10,782			(43,908	)		(87,959	)
Share of profit of associates and joint ventures		-			-			-			-			14,449			14,449
Segment profit / (loss)		87,759			(6,527	)		(136,065	)		10,782			(29,459	)		(73,510	)
Investment and trading properties		694,077			435,399			1,014,874			-			2,987			2,147,337
Property, plant and equipment		2,173			13,186			19,074			34,296			3,258			71,987
Investment in associates and joint ventures		-			-			-			-			106,622			106,622
Other reportable assets		1,471			1,271			27,341			739			2,200			33,022
Reportable assets		697,721			449,856			1,061,289			35,035			115,067			2,358,968

From all the revenues, included in the segments corresponding to the business of urban properties and investments ARS 259,200 million originated in Argentina and ARS 9,427 million originated in the USA. No external client represents 10% or more of revenue of any of the reportable segments. From all of the assets corresponding to the business of urban properties and investments ARS 2,344,884 million are located in Argentina and ARS 14,084 million in other countries, principally in the USA for ARS 1,961 million and Uruguay for ARS 12,051 million.

	06.30.2022
	Shopping Malls			Offices			Sales and developments			Hotels			Others			Total
	(million of ARS)
Revenues		138,836			24,357			5,975			34,441			1,378			204,987
Costs		(11,974	)		(2,347	)		(4,653	)		(19,808	)		(4,069	)		(42,851	)
Gross profit / (loss)		126,862			22,010			1,322			14,633			(2,691	)		162,136
Net gain / (loss) from fair value adjustment of investment properties		4,429			(42,162	)		139,774			-			481			102,522
General and administrative expenses		(22,923	)		(3,052	)		(8,474	)		(5,847	)		(2,691	)		(42,987	)
Selling expenses		(6,784	)		(625	)		(7,385	)		(2,723	)		(441	)		(17,958	)
Other operating results, net		(1,137	)		(184	)		(384	)		(473	)		2,403			225
Profit / (Loss) from operations		100,447			(24,013	)		124,853			5,590			(2,939	)		203,938
Share of profit of associates and joint ventures		-			-			-			-			3,732			3,732
Segment profit / (loss)		100,447			(24,013	)		124,853			5,590			793			207,670
Investment and trading properties		735,027			535,512			1,115,773			-			3,444			2,389,756
Property, plant and equipment		2,090			33,455			19,079			35,554			8,586			98,764
Investment in associates and joint ventures		-			-			-			-			92,733			92,733
Other reportable assets		1,490			1,274			23,900			481			2,211			29,356
Reportable assets		738,607			570,241			1,158,752			36,035			106,974			2,610,609

From all the revenues included in the segments corresponding to the business of urban properties and investments ARS 204,872 million and ARS 115 million originated in the USA. No external client represents 10% or more of revenue of any of the reportable segments. From all of the assets corresponding to the business of urban properties and investments ARS 2,595,101 million are located in Argentina and ARS 15,508 million in other countries, principally in the USA for ARS 2,370 million and Uruguay for ARS 13,056 million.

144

Results of Operations for the fiscal years ended June 30, 2024 and 2023

	Agricultural business						Urban Properties and Investment business						Total segment information						Joint ventures (I)						Adjustments (ii)						Elimination of inter-segment transactions and non-reportable assets / liabilities						Total Statement of Income / Financial Position
	06.30.24		06.30.23		Var.		06.30.24		06.30.23		Var.		06.30.24		06.30.23		Var.		06.30.24		06.30.23		Var.		06.30.24		06.30.23		Var.		06.30.24		06.30.23		Var.		06.30.24		06.30.23		Var.
	(in million of ARS)
Revenues		384,487		378,132		6,355		270,550		268,627		1,923		655,037		646,759		8,278		-1,453		-1,687		234		59,447		64,781		-5,334		-1,658		-2,441		783		711,373		707,412		3,961
Costs		-323,676		-313,801		-9,875		-48,891		-49,365		474		-372,567		-363,166		-9,401		161		736		-575		-60,637		-65,950		5,313		-		-		-		-433,043		-428,380		-4,663
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest		5,339		-5,628		10,967		-		-		-		5,339		-5,628		10,967		-		-		-		-		-		-		710		819		-109		6,049		-4,809		10,858
Changes in the net realizable value of agricultural products after harvest		7,174		-9,431		16,605		-		-		-		7,174		-9,431		16,605		-		-		-		-		-		-		-		-		-		7,174		-9,431		16,605
Gross profit/ (loss)		73,324		49,272		24,052		221,659		219,262		2,397		294,983		268,534		26,449		-1,292		-951		-341		-1,190		-1,169		-21		-948		-1,622		674		291,553		264,792		26,761
Net loss from fair value adjustment of investment properties		-7,454		-8,804		1,350		-341,584		-190,751		-150,833		-349,038		-199,555		-149,483		364		7,559		-7,195		-		-		-		-		-		-		-348,674		-191,996		-156,678
Gain from disposal of farmlands		52,612		55,825		-3,213		-		-		-		52,612		55,825		-3,213		-		-		-		-		-		-		-		-		-		52,612		55,825		-3,213
General and administrative expenses		-33,678		-31,550		-2,128		-51,453		-72,549		21,096		-85,131		-104,099		18,968		173		250		-77		-		-		-		107		643		-536		-84,851		-103,206		18,355
Selling expenses		-43,768		-34,723		-9,045		-17,491		-16,860		-631		-61,259		-51,583		-9,676		133		101		32		-		-		-		742		1,118		-376		-60,384		-50,364		-10,020
Other operating results, net		27,904		-6,486		34,390		-7,014		-27,061		20,047		20,890		-33,547		54,437		-21		-93		72		419		614		-195		86		-92		178		21,374		-33,118		54,492
Management fees		-		-		-		-		-		-		-		-		-		-		-		-		-7,866		-17,683		9,817		-		-		-		-7,866		-17,683		9,817
Profit / (loss) from operations		68,940		23,534		45,406		-195,883		-87,959		-107,924		-126,943		-64,425		-62,518		-643		6,866		-7,509		-8,637		-18,238		9,601		-13		47		-60		-136,236		-75,750		-60,486
Share of (loss)/ profit of associates and joint ventures		-1,084		-3,853		2,769		33,760		14,449		19,311		32,676		10,596		22,080		277		-4,722		4,999		-		-		-		-		-5		5		32,953		5,869		27,084
Segment profit / (loss)		67,856		19,681		48,175		-162,123		-73,510		-88,613		-94,267		-53,829		-40,438		-366		2,144		-2,510		-8,637		-18,238		9,601		-13		42		-55		-103,283		-69,881		-33,402

(i)	Represents the equity value of joint ventures that were proportionately consolidated for information by segment purposes.
(ii)	Includes gross profit / (loss) of ARS (1,190) million and ARS (1,169) million corresponding to Building Administration Expenses and Collective Promotion Fund (FPC), as of June 30, 2024 and 2023, respectively.

Agricultural Business

The following table shows a summary of the Agricultural Business lines for the fiscal years ended June 30, 2024 and 2023.

	Agricultural production									Land transformation and sales									Corporate								Others									Total
	06.30.24			06.30.23			Var.			06.30.24			06.30.23			Var.			06.30.24			06.30.23			Var.		06.30.24			06.30.23			Var.			06.30.24			06.30.23			Var.
	(in million of ARS)
Revenues		268,382			278,373			(9,991	)		-			-			-			-			-			-		116,105			99,759			16,346			384,487			378,132			6,355
Costs		(239,036	)		(249,942	)		10,906			(228	)		(275	)		47			-			-			-		(84,412	)		(63,584	)		(20,828	)		(323,676	)		(313,801	)		(9,875	)
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest		5,339			(5,628	)		10,967			-			-			-			-			-			-		-			-			-			5,339			(5,628	)		10,967
Changes in the net realizable value of agricultural products after harvest		7,174			(9,431	)		16,605			-			-			-			-			-			-		-			-			-			7,174			(9,431	)		16,605
Gross profit / (loss)		41,859			13,372			28,487			(228	)		(275	)		47			-			-			-		31,693			36,175			(4,482	)		73,324			49,272			24,052
Net loss from fair value adjustment of investment properties		-			-			-			(7,454	)		(8,804	)		1,350			-			-			-		-			-			-			(7,454	)		(8,804	)		1,350
Gain from disposal of farmlands		-			-			-			52,612			55,825			(3,213	)		-			-			-		-			-			-			52,612			55,825			(3,213	)
General and administrative expenses		(19,641	)		(17,480	)		(2,161	)		(63	)		(52	)		(11	)		(4,583	)		(5,187	)		604		(9,391	)		(8,831	)		(560	)		(33,678	)		(31,550	)		(2,128	)
Selling expenses		(28,934	)		(25,498	)		(3,436	)		(1,189	)		(48	)		(1,141	)		-			-			-		(13,645	)		(9,177	)		(4,468	)		(43,768	)		(34,723	)		(9,045	)
Other operating results, net		8,499			625			7,874			13,736			(9,385	)		23,121			-			-			-		5,669			2,274			3,395			27,904			(6,486	)		34,390
Profit / (loss) from operations		1,783			(28,981	)		30,764			57,414			37,261			20,153			(4,583	)		(5,187	)		604		14,326			20,441			(6,115	)		68,940			23,534			45,406
Share of profit/ (loss) of associates and joint ventures		1,553			(628	)		2,181			-			-			-			-			-			-		(2,637	)		(3,225	)		588			(1,084	)		(3,853	)		2,769
Segment profit / (loss)		3,336			(29,609	)		32,945			57,414			37,261			20,153			(4,583	)		(5,187	)		604		11,689			17,216			(5,527	)		67,856			19,681			48,175

145

Urban Properties and Investment Business

The following table shows a summary of the Urban Properties and Investment Business lines for the fiscal years ended June 30, 2024 and 2023.

	Shopping Malls									Offices									Sales and developments									Hotels									Others									Total
	06.30.24			06.30.23			Var.			06.30.24			06.30.23			Var.			06.30.24			06.30.23			Var.			06.30.24			06.30.23			Var.			06.30.24			06.30.23			Var.			06.30.24			06.30.23			Var.
	(in millions of ARS)
Revenues		179,650			176,246			3,404			16,243			17,031			(788	)		9,246			16,280			(7,034	)		61,569			55,596			5,973			3,842			3,474			368			270,550			268,627			1,923
Costs		(10,714	)		(11,937	)		1,223			(1,182	)		(1,408	)		226			(5,344	)		(4,952	)		(392	)		(28,939	)		(28,296	)		(643	)		(2,712	)		(2,772	)		60			(48,891	)		(49,365	)		474
Gross profit		168,936			164,309			4,627			15,061			15,623			(562	)		3,902			11,328			(7,426	)		32,630			27,300			5,330			1,130			702			428			221,659			219,262			2,397
Net loss from fair value adjustment of investment properties		(14,936	)		(41,496	)		26,560			(69,585	)		(18,409	)		(51,176	)		(256,774	)		(130,426	)		(126,348	)		-			-			-			(289	)		(420	)		131			(341,584	)		(190,751	)		(150,833	)
General and administrative expenses		(21,608	)		(24,826	)		3,218			(2,062	)		(3,102	)		1,040			(8,810	)		(9,511	)		701			(9,342	)		(12,168	)		2,826			(9,631	)		(22,942	)		13,311			(51,453	)		(72,549	)		21,096
Selling expenses		(9,007	)		(8,055	)		(952	)		(180	)		(383	)		203			(3,236	)		(4,172	)		936			(4,205	)		(3,819	)		(386	)		(863	)		(431	)		(432	)		(17,491	)		(16,860	)		(631	)
Other operating results, net		(2,840	)		(2,173	)		(667	)		(63	)		(256	)		193			(3,805	)		(3,284	)		(521	)		(1,131	)		(531	)		(600	)		825			(20,817	)		21,642			(7,014	)		(27,061	)		20,047
Profit / (loss) from operations		120,545			87,759			32,786			(56,829	)		(6,527	)		(50,302	)		(268,723	)		(136,065	)		(132,658	)		17,952			10,782			7,170			(8,828	)		(43,908	)		35,080			(195,883	)		(87,959	)		(107,924	)
Share of profit of associates and joint ventures		-			-			-			-			-			-			-			-			-			-			-			-			33,760			14,449			19,311			33,760			14,449			19,311
Segment profit / (loss)		120,545			87,759			32,786			(56,829	)		(6,527	)		(50,302	)		(268,723	)		(136,065	)		(132,658	)		17,952			10,782			7,170			24,932			(29,459	)		54,391			(162,123	)		(73,510	)		(88,613	)

146

Revenues 2024 vs. 2023

Agricultural Business

Agricultural Production. Revenues from the Agricultural Production segment decreased by 3.6% from ARS 278,373 million during the fiscal year ended June 30, 2023 to ARS 268,382 million during the fiscal year ended June 30, 2024. Such decrease is mainly attributable to:

· ARS 17,251 million decrease in revenues from crop sales, as a result of a decrease in the sale price of soybeans compared to the previous year, which had the effect of the so-called “Soya Dollar”, partially offset by an increase in the volume of corn sold in the current fiscal year (45.0%);

· ARS 476 million decrease in revenues from leases and services as a result of a loss generated by leases to third parties in Brazil, partially offset by a higher profit from an increase in the operated volume of seed multiplication services in Argentina during the current fiscal year, with higher yields of the seed used (June 30, 2024: 24,065 Tn / June 30, 2023: 11,422 Tn).

· ARS 5,614 million increase in revenues from cattle sales as a result of the increase in the average sales price (approximately 3.0%), accompanied by a greater volume of kilograms sold (approximately 25.0 %); and

· ARS 2,122 million increase in revenues from sugarcane as a result of a greater volume of tons sold in the current fiscal year compared to the previous fiscal year (+7.0%) due to a drop in prices (-14.0%);

Others. Revenues from the Others segment increased by 16.4% from ARS 99,759 million during the fiscal year ended June 30, 2023 to ARS 116,105 million during the fiscal year ended June 30, 2024, mainly caused by the increase of ARS 16,346 in income from consignment, brokerage commissions and others mainly due to a higher profit on the sale of inputs.

Urban Properties and Investment Business

Shopping Malls. Revenues from the Shopping Malls segment increased by 1.9% from ARS 176,246 million during the fiscal year ended June 30, 2023, to ARS 179,650 million during the fiscal year ended June 30, 2024. Although the number of new lease contracts for this fiscal year has been lower than the previous one, a 17% increase in admission rights has been observed. This increase is due to a change in negotiations, which includes a higher Minimum Insured Fixed Value (“VMA”) in the total key money price, depending on the shopping mall. In the current fiscal year, the increase in revenues was mainly due to: (i) an increase of ARS 7,719 million in base rent revenue; (ii) an ARS 2,470 million increase in admission rights; (iii) an ARS 1,673 million increase in the revenue from averaging of scheduled rent escalation; (iv) an increase of ARS 1,302 million in commissions; and (v) an increase of ARS 588 million in revenue from parking; partially offset by: (vi) a decrease of ARS 10,275 million in contingent rent revenue caused by a lower billing in real terms from the tenants.

Offices. Revenues from the Offices segment decreased by 4.6% from ARS 17,031 million during the fiscal year ended June 30, 2023, to ARS 16,243 million during the fiscal year ended June 30, 2024. This variation is mainly explained by a decrease in revenue from leases by 4.6% from ARS 16,952 million during the fiscal year ended June 30, 2023, to ARS 16,179 million during the fiscal year ended June 30, 2024. The sale of floors in the “261 Della Paolera” Tower (located in the Catalinas neighborhood of the Autonomous City of Buenos Aires) results in a reduced leasable area.

Sales and Developments. Revenues from the Sales and Developments segment recorded a 43.2% decrease from ARS 16,280 million during the fiscal year ended June 30, 2023, to ARS 9,246 million during the fiscal year ended June 30, 2024. This segment often varies significantly from period to period due to the non-recurrence of different sales transactions carried out by the Company over time. During the current fiscal year, VAM sold two of its properties in the Canelones department (Uruguay) to the Boating Trust for a price of USD 6.8 million.

Hotels. Revenues from our Hotels segment increased by 10.7% from ARS 55,596 million during the fiscal year ended June 30, 2023, to ARS 61,569 million during the fiscal year ended June 30, 2024, mainly due to an improvement in rates measured in terms of dollars, occupancy levels remained at good level; however, a decline in international tourism was noted in the last quarter.

Others. Revenues from the Others segment increased by 10.6% from ARS 3,474 million during the fiscal year ended June 30, 2023, to ARS 3,842 million during the fiscal year ended June 30, 2024, mainly due to the greater number of congresses and fairs held at the Buenos Aires Convention Centre (La Rural S.A. - OFC S.R.L. - Ogden S.A - Entretenimiento Universal S.A. - Unión transitoria - (administrator of the Convention and Exhibition Centre of the City of Buenos Aires)) and the fee charged by We Are APPA for the services of the APPA application for promotions and actions of the Shopping Malls.

147

Costs 2024 vs. 2023

Agricultural Business

Agricultural Production. The costs of the Agricultural Production segment decreased by 4.4% from ARS 249,942 million during the fiscal year ended June 30, 2023 to ARS 239,036 million during the fiscal year ended June 30, 2024, primarily as a consequence of:

· ARS 9,819 million decrease in costs of crop sales, mainly as a result of a decrease in the sales price of soybeans in the current fiscal year compared to the fiscal year ended June 30, 2023, which had the effect of the so-called “Soya Dollar”;

· ARS 5,710 million decrease in the costs of sugarcane sales, mainly as a result of a 7.0% drop in the prices of ethanol, a fuel component made from sugarcane.

· ARS 3,210 million increase in the costs of cattle sales, as a result of a greater volume of kilograms sold (approximately 25.0%) during the current fiscal year compared to the fiscal year ended June 30, 2023; and

· ARS 1,413 million increase in costs of leases and services, mainly as a result of an increase in the cost of leases in Brazil.

Costs of the Agricultural Production segment, measured as a percentage of revenues from this segment, decreased from 89.8% during the fiscal year ended June 30, 2023 to 89.1% during the fiscal year ended June 30, 2024.

Land transformation and sales. The costs of the Land transformation and sales segment decreased by 17.1% from ARS 275 million during the fiscal year ended June 30, 2023 to ARS 228 million during the fiscal year ended June 30, 2024. The variation is mainly explained by the sales of farmlands that occurred during both fiscal years, considering that in the fiscal year ended June 30, 2024 there were a lower number of hectares sold compared to the year ended June 30, 2023.

Others. The costs of the Others segment increased by 32.8% from ARS 63,584  million during the fiscal year ended June 30, 2023 to ARS 84,412 million during the fiscal year ended June 30, 2024. This increase is mainly related to salaries, social security costs and other personnel expenses incorporated during the current fiscal year and the impact generated by bonuses in the first quarter of the fiscal year, which had not been provisioned at the close of the previous fiscal year. The costs of the Others segment, measured as a percentage of revenues from this segment, increased from 63.7% during the fiscal year ended June 30, 2023 to 72.7% during the fiscal year ended June 30, 2024.

Urban Properties and Investment Business

Shopping Malls. Costs associated with the Shopping Malls segment decreased by 10.2%, from ARS 11,937 million during the fiscal year ended June 30, 2023, to ARS 10,714 million during the fiscal year ended June 30, 2024, mainly due to: (i) a decrease in leases and expenses of ARS 1,526 million which is explained by a decrease in the cost of available commercial spaces given higher occupancy during the fiscal year ended June 30, 2024; (ii) a decrease in taxes, rates and contributions of ARS 231 million; partially offset by: (iii) an increase in fees and compensation for services of ARS 482 million. Costs associated with the Shopping Malls segment, measured as a percentage of the revenues from this segment, decreased from 6.8% during the fiscal year ended June 30, 2023, to 6.0% during the fiscal year ended June 30, 2024.

Offices. Costs associated with the Offices segment decreased by 16.1%, from ARS 1,408 million during the fiscal year ended June 30, 2023, to ARS 1,182 million during the fiscal year ended June 30, 2024, mainly due to (i) a decrease in leases and expenses of ARS 248 million; (ii) a decrease in amortization and depreciation charges of ARS 149 million; (iii) a decrease in salaries, social security charges and other personnel administrative expenses of ARS 40 million; (iv) a decrease of ARS 25 million in maintenance, security, cleaning, repairs and other expenses; (v) a decrease in taxes, rates and contributions of ARS 24 million; partially offset by: (vi) an increase in fees and compensation for services of ARS 253 million. Costs associated with the Offices segment, measured as a percentage of the revenues from this segment, decreased from 8.3% during the fiscal year ended June 30, 2023, to 7.3% during the fiscal year ended June 30, 2024.

148

Sales and Developments. Costs associated with our Sales and Developments segment recorded a 7.9% increase from ARS 4,952 million during the fiscal year ended June 30, 2023, to ARS 5,344 million during the fiscal year ended June 30, 2024 mainly due to: (i) an increase of ARS 545 million in the cost of sale of goods and services, explained by the sale of two plots of land by VAM (Canelones, Uruguay); (ii) an increase of ARS 160 million in maintenance, security, cleaning, repairs and other expenses; (iii) an increase of ARS 108 million in fees and compensation services; (iv) an increase in leases and expenses of ARS 45 million; partially offset by: (v) an ARS 461 million decrease in taxes, rates and contributions. Costs in the Sales and Developments segment, measured as a percentage of revenues from this segment, increased from 30.4% during the fiscal year ended June 30, 2023, to 57.8% during the fiscal year ended June 30, 2024.

Hotels. Costs in the Hotels segment increased by 2.3%, from ARS 28,296 million during the fiscal year ended June 30, 2023, to ARS 28,939 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) an increase of ARS 643 million in maintenance, security, cleaning, repairs and other expenses; (ii) an increase of ARS 138 million in food, beverages and other hotel expenses; (iii) an increase of ARS 79 million in fees and compensation services; partially offset by: (iv) a decrease in the costs of salaries, social security and other personnel expenses of ARS 215 million. Costs in the Hotels segment, measured as a percentage of revenues from this segment, decreased from 50.9% during the fiscal year ended June 30, 2023, to 47.0% during the fiscal year ended June 30, 2024.

Others. Costs in the Others segment decreased by 2.2%, from ARS 2,772 million during the fiscal year ended June 30, 2023, to ARS 2,712 million during the fiscal year ended June 30, 2024, mainly as a result of (i) a decrease in the costs of salaries, social security and other personnel expenses of ARS 447 million; (ii) a decrease in taxes, rates and contributions of ARS 34 million; (iii) a decrease of ARS 33 million in fees and compensation services; partially offset by: (iv) an increase of ARS 328 million in maintenance, security, cleaning, repairs and other expenses; and (v) an increase of others charges of ARS 138 million. Costs in the Others segment, measured as a percentage of revenues from this segment, decreased from 79.8% during the fiscal year ended June 30, 2023, to 70.6% during the fiscal year ended June 30, 2024.

Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest 2024 vs. 2023

According to information by segments (taking into account the result from operations from our joint ventures and excluding those related to building administration expenses and collective promotion fund and business inter-segment transactions), the result from the total initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest increased by ARS 10,967 million (194.9%), from a loss of ARS 5,628 million in the fiscal year ended June 30, 2023 to a profit of ARS 5,339 million in the fiscal year ended June 30, 2024.

Such variation was mainly as a result of:

· A decrease in losses from production and cattle holding for ARS 13,847 million, due to the fact that prices had a better performance regarding inflation compared to the previous fiscal year, accompanied by an increase in kilograms produced (9.0%);

· A decrease in profit from crops production of ARS 7,452 million, mainly caused by the drop in soybean and corn prices at the time of harvest in Brazil, compared to the fiscal year ended June 30, 2023, compared to productive yields lower results observed in soybeans, offset by a gain in Argentina explained mainly by the Detour of the 22-23 Campaign, as a result of a greater quantity of tons obtained from yellow corn and cotton, accompanied by better productive yields and average net realizable value higher than those projected , with higher direct costs, including leases (remnant of the Anta Canon) and harvest expenses as a result of greater production, together with an increase in the profit in the Production Result of the 23-24 Campaign, with higher margins production, as a result of higher yields observed in wheat and soybean crops compared to the previous season, which were affected by the drought; and

· An increase in profits from sugarcane production of ARS 4,572 million, mainly due to greater number of hectares planted (6.0%) during the current fiscal year compared to the previous one, which are impacted by a higher production of tons, accompanied by a reduction of costs (3.0%) in the face of a 7.0% drop in prices (lower price of ethanol, a fuel component made from sugarcane).

149

Changes in the net realizable value of agricultural produce after harvest 2024 vs. 2023

Results from total changes in the net realizable value of agricultural produce after harvest, according to information by segments, increased by ARS 16,605 million (176.1%), from a loss of ARS 9,431 million in the fiscal year ended June 30, 2023 to a profit of ARS 7,174 million in the fiscal year ended June 30, 2024.

This variation is due to better price performance, mostly explained by Brazil. This is complemented by the greater amount of corn and cotton sold.

Gross profit/(loss) 2024 vs. 2023

Agricultural Business

Agricultural Production. Gross profit from this segment increased by 213.0% from a profit of ARS 13,372 million in the fiscal year ended June 30, 2023 to a profit of ARS 41,859 million in the fiscal year ended June 30, 2024.

Land Transformation and Sales. Loss profit from this segment decreased by 17.1% from a loss of ARS 275 million in the fiscal year ended June 30, 2023 to a loss of ARS 228 million in the fiscal year ended June 30, 2024.

Others. Gross profit from this segment decreased by 12.4% from a profit of ARS 36,175 million in the fiscal year ended June 30, 2023 to a profit of ARS 31,693 million in the fiscal year ended June 30, 2024.

Urban Properties and Investment Business

Shopping Malls. Gross profit from the Shopping Malls segment increased by 2.8%, from a profit of ARS 164,309 million during the fiscal year ended June 30, 2023, to an ARS 168,936 million profit during the fiscal year ended June 30, 2024, mainly as a result of the previously mentioned increase in revenue. Gross profit from the Shopping Malls segment, measured as a percentage of revenues from this segment, increased from 93.2% positive during the fiscal year ended June 30, 2023, to 94.0% positive during the fiscal year ended June 30, 2024.  

Offices. Gross profit from the Offices segment decreased by 3.6%, from a profit of ARS 15,623 million during the fiscal year ended June 30, 2023, to an ARS 15,061 million profit during the fiscal year ended June 30, 2024. Gross profit from the Offices segment, measured as a percentage of revenues from this segment, increased from 91.7% positive during the fiscal year ended June 30, 2023, to 92.7% positive during the fiscal year ended June 30, 2024.

Sales and developments. Gross profit from the Sales and Developments segment decreased by 65.6%, from a profit of ARS 11,328 million during the fiscal year ended June 30, 2023, to an ARS 3,902 million profit during the fiscal year ended June 30, 2024. Gross profit from the Sales and Developments segment, measured as a percentage of revenues from this segment, decreased from 69.6% positive during the fiscal year ended June 30, 2023, to 42.2% positive during the fiscal year ended June 30, 2024.

Hotels. Gross profit from the Hotels segment increased by 19.5%, from a profit of ARS 27,300 million during the fiscal year ended June 30, 2023, to an ARS 32,630 million profit during the fiscal year ended June 30, 2024. Gross profit from the Hotels segment, measured as a percentage of revenues from this segment, increased from 49.1% positive during the fiscal year ended June 30, 2023, to 53.0% positive during the fiscal year ended June 30, 2024.

Others. Gross profit from the Others segment increased by 61.0%, from a profit of ARS 702 million during the fiscal year ended June 30, 2023, to an ARS 1,130 million profit during the fiscal year ended June 30, 2024. Gross profit from the Others segment, measured as a percentage of revenues from this segment, increased from 20.2% positive during the fiscal year ended June 30, 2023, to 29.4% positive during the fiscal year ended June 30, 2024.

The variations described in this section relate to the previously mentioned effects on revenues and costs.

Net loss from changes in the fair value of investment properties 2024 vs. 2023

Agricultural Business

According to information by segments (taking into account all our joint ventures and inter-segment eliminations), the result from changes in the fair value of investment properties increased by ARS 1,350 million (15.3%), from a net loss of ARS 8,804 million in the fiscal year ended June 30, 2023 to a net loss of ARS 7,454 million in the fiscal year ended June 30, 2024, mainly caused by a decrease in the value of the hectares, related to the decrease in soybean prices. This effect is offset by a smaller area of hectares leased to third parties: as of June 30, 2023, the leased hectares were 13,501 while as of June 30, 2024, 11,674 hectares were leased. The sum of these two factors explains the lower loss.

150

Urban Properties and Investment Business

Total consolidated net loss from fair value adjustment of investment properties, according to the income statement, decreased by ARS 158,028 million, from a net loss of ARS 183,192 million during the fiscal year ended June 30, 2023, to a net loss of ARS 341,220 million during the fiscal year ended June 30, 2024.

According to information by segments, the net loss from fair value adjustment of investment properties went from a loss of ARS 190,751 million (out of which an ARS 41,496 million loss derives from our Shopping Malls segment; an ARS 18,409 million loss from our Offices segment; an ARS 130,426 million loss from our Sales and Developments segment and an ARS 420 million loss from our Others segment) during the fiscal year ended June 30, 2023, to a loss of ARS 341,584 million during the fiscal year ended June 30, 2024 (out of which an ARS 14,936 million loss derives from our Shopping Malls segment; an ARS 69,585 million loss from our Offices segment; an ARS 256,774 million loss from our Sales and Developments segment and an ARS 289 million loss from our Others segment).

The net impact of the peso values of our shopping centers was primarily a result of: (i) more favorable macroeconomic projections related to the projected real exchange rate and inflation; in real terms, the variation of the official exchange rate, which is used to measure these properties, was 17 percentage points below inflation, and (ii) this was partially offset by the moderation of the projected growth rate for some shopping malls.

The Argentine market for offices, land reserves, and other properties is a liquid market, in which a great number of counterparties participate carrying out sale-purchase transactions. This situation results in significant and representative sale-purchase prices. This situation allows for the observation of relevant and representative buy-sell prices in the market. In this regard, the “Market Approach” technique (comparable market values) is employed to determine the fair value of the Offices and Other segment, with the price per square meter being the most representative metric. In our Office segment and Sales and Developments segment, the value was primarily impacted by the appreciation of the peso against the “MEP dollar” during the fiscal year ended June 30, 2024, as in real terms, the variation in the MEP exchange rate, which is used to measure these properties, was 93 points below inflation. Additionally, in our Office segment during the current fiscal year, we sold three floors of the “261 Della Paolera” tower and completed the sale of the Maple Building. Additionally, in fiscal year 2024, we sold our interest in Quality Invest S.A.

Gain from disposal of farmlands 2024 vs. 2023

The total gain from disposal of farmlands, according to the income statement and the information by segment (taking into account all our joint ventures and inter-segment eliminations), decreased by ARS 3,213 million (5.8%), from ARS 55,825 million in the fiscal year ended June 30, 2023 to ARS 52,612 million in the fiscal year ended June 30, 2024.

Fiscal year ended June 30, 2024

· On October 5, 2023, Cresud signed a transfer deed of ownership for the sale of a fraction of field land known as Registration 5,421 of the establishment called “Los Pozos” located in the province of Salta, with a total area of 4,262 hectares. The total price was USD 2.3 million, of which USD 1.4 million remains to be received, which will be paid in two installments, the last of which is dated September 23, 2025, with a mortgage guarantee for said balance.

· On December 14, 2023, Cresud signed a transfer deed of ownership for the sale of a fraction of 500 hectares of agricultural activity from its “El Tigre” farm, located in the department of Trenel, province of La Pampa, Argentina. The total price was USD 3.8 million, of which USD 0.9 million remains to be received, which will be paid in two installments, the last of which is dated December 12, 2025, with a mortgage guarantee for said balance. After this transaction, the Company keeps the ownership of approximately 7,860 hectares of “El Tigre” farm.

· On March 26, 2024, BrasilAgro sold a fraction of 12,335 hectares (8,796 productive hectares) of the “Chaparral” farm located in Correntina, State of Bahia, Brazil, that was acquired in 2007. After this transaction, a remaining surface of 24,885 hectares of this farm is still owned by BrasilAgro. The total amount of the operation was set at BRL 364.5 million, subject to variations in the soybean bag price, and the portion of the farm that was sold was valued on the books at BRL 34.0 million.

151

Fiscal year ended June 30, 2023

·	On October 6, 2022, BrasilAgro completed the sale of a fraction of 863 hectares (498 arable hectares) of the "Morotí" farm located in the State of Boquerón, Paraguay. The sale value was USD 1.5 million and the buyer made an initial payment of USD 748.5 thousand. The remaining balance will be paid in three equal annual installments. This fraction of the field was valued on the books at BRL 853 thousand. After this operation, a remainder of 58,722 hectares of this field remains in the hands of BrasilAgro.
·	On November 8, 2022, BrasilAgro signed a contract for the sale of 1,965 hectares (1,423 arable hectares) of the Rio do Meio farm, a rural property located in the municipality of Correntina – Bahia. The value to be paid was set at 291 soybeans bags, equivalent to BRL 62.4 million on the date of the transaction. The buyer made an initial payment of BRL 17.7 million. The contract establishes a schedule for the transfer of ownership and revenue is recognized in four stages. The first was completed on November 14, 2022 and a revenue of BRL 20 million was recognized. The other phases are scheduled for July of each year until 2025. This fraction of the field was valued on the books at BRL 17.8 million. After this operation, a remnant of 5,750 hectares of said farm remains in the hands of BrasilAgro.
·	In March 2023, BrasilAgro signed two contracts for the sale of the remaining surface of 5,517 hectares (4,011 arable hectares) of its Araucaria farm, located in the municipality of Mineiros, State of Goiás, Brazil.
	The first transaction was carried out on March 28, 2023, selling 5,185 hectares (3,796 arable hectares) at a value of 790 soybeans bags per arable hectare, equivalent to BRL 409.3 million on the date of the transaction. The amounts will be paid in 7 installments, the first on July 30, 2023 and the second on August 16, 2023 and the rest are scheduled for March 1 of each year until 2028. The domain transfer was made on June 15, 2023.
	The second transaction was carried out on March 29, 2023, in which 332 hectares (215 arable hectares) were sold for a value of 297 soybeans bags per arable hectare, equivalent to BRL 8.5 million on the date of the transaction. The amounts will be paid in 5 installments, the first was collected on April 14, 2023 and the others are scheduled for March 30 of each year until 2027. The domain transfer was made on May 31, 2023.
·	On June 29, 2023, BrasilAgro completed the sale of 4,408 hectares (3,202 arable hectares) of the ☐Jatobá VII☐ form, located in the municipality of Jaborandi – Bahia. The sale value was BRL 121.6 million (equivalent to 952,815 soybean bags). Payments will be in BRL and made in 7 annual installments, making the the first of them at the time of signing the contract. The remaining installments are scheduled for July 31 of each year until 2029.

General and administrative expenses 2024 vs. 2023

Agricultural Business

Agricultural Production. General and administrative expenses associated with the Agricultural Production segment increased by 12.4 %, from ARS 17,480 million in the fiscal year ended June 30, 2023 to ARS 19,641 million in the fiscal year ended June 30, 2024, mainly due to an ARS 2,133 million increase in expenses associated with crop operations; an ARS 86 million decrease in expenses associated with sugarcane operations; an ARS 289 million increase in expenses associated with cattle activities; and a ARS 175 million decrease in expenses associated with the agricultural lease and services business. General and administrative expenses of the Agricultural Production segment, measured as a percentage of revenues from this segment, increased from 6.3% during the fiscal year ended June 30, 2023 to 7.3% during the fiscal year ended June 30, 2024.

Land Transformation and Sales. General and administrative expenses associated with the Land Transformation and Sales segment increased by 21.2% from ARS 52 million during the fiscal year ended June 30, 2023 to ARS 63 million during the fiscal year ended June 30, 2024.

Corporate. General and administrative expenses associated with the Corporate segment decreased by 11.6%, from ARS 5,187 million during the fiscal year ended June 30, 2023 to ARS 4,583 million during the fiscal year ended June 30, 2024.

Others. General and administrative expenses associated with the Others segment increased by 6.3%, from ARS 8,831 million during the fiscal year ended June 30, 2023 to ARS 9,391 million during the fiscal year ended June 30, 2024. General and administrative expenses of the Others segment, measured as a percentage of revenues from this segment, decreased from 8.9% during the fiscal year ended June 30, 2023 to 8.1% during the fiscal year ended June 30, 2024.

152

Urban Properties and Investment Business

Shopping Malls. General and administrative expenses of Shopping Malls decreased by 13.0%, from ARS 24,826 million during the fiscal year ended June 30, 2023, to ARS 21,608 million during the fiscal year ended June 30, 2024, mainly due to: (i) a decrease of ARS 2,245 million in fees payable to directors; (ii) a decrease of ARS 635 million in salaries, social security charges, and other personnel administrative expenses; (iii) a decrease of ARS 400 million in amortization and depreciation charges; (iv) a decrease of ARS 162 million in rents and expenses; partially offset by: (v) an increase in maintenance, security, cleaning, repairs, and related charges of ARS 216 million. General and administrative expenses of Shopping Malls, measured as a percentage of revenues from such segment, decreased from 14.1% during the fiscal year ended June 30, 2023, to 12.0% during the fiscal year ended June 30, 2024. The variation is mainly explained by lower expenses related to bonuses paid to employees. Additionally, there was a lower charge for fees payable to directors.

Offices. General and administrative expenses  of our Offices segment decreased by 33.5%, from ARS 3,102 million during the fiscal year ended June 30, 2023, to ARS 2,062 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) a decrease of ARS 396 million in fees payable to directors; (ii) a decrease in salaries, social security charges, and other personnel administrative expenses of ARS 321 million; (iii) a decrease in amortization and depreciation charges of ARS 143 million; and (iv) a decrease of ARS 66 million in fees and compensations for services. General and administrative expenses, measured as a percentage of revenues from the same segment, decreased from 18.2% during the fiscal year ended June 30, 2023, to 12.7% during the fiscal year ended June 30, 2024. The variation is mainly explained by lower expenses related to bonuses paid to employees. Additionally, there was a lower charge for fees payable to directors.

Sales and Developments. General and administrative expenses associated with our Sales and Developments segment decreased by 7.4%, from ARS 9,511 million during the fiscal year ended June 30, 2023, to ARS 8,810 million during the fiscal year ended June 30, 2024. General and administrative expenses, measured as a percentage of revenues from the same segment, increased from 58.4% during the fiscal year ended June 30, 2023, to 95.3% during the fiscal year ended June 30, 2024.

Hotels. General and administrative expenses associated with our Hotels segment decreased by 23.2%, from ARS 12,168 million during the fiscal year ended June 30, 2023, to ARS 9,342 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) a decrease of ARS 3,151 million in fees payable to directors; partially offset by (ii) an increase of ARS 187 million in taxes, rates, and contributions; (iii) an increase of ARS 36 million in salaries, social security charges, and other personnel administrative expenses; (iv) an increase of ARS 29 million in travel, transportation, and stationery; (v) an increase of ARS 20 million in amortization and depreciation charges; and (vi) an increase of ARS 16 million in maintenance, security, cleaning, repairs, and related expenses. General and administrative expenses associated with the Hotels segment, measured as a percentage of revenues from this segment, decreased from 21.9% during the fiscal year ended June 30, 2023, to 15.2% during the fiscal year ended June 30, 2024.

Others. General and administrative expenses associated with our Others segment decreased by 58.0%, from ARS 22,942 million during the fiscal year ended June 30, 2023, to ARS 9,631 million during the fiscal year ended June 30, 2024, mainly due to: (i) a decrease of ARS 13,832 million in fees payable to directors; (ii) a decrease of ARS 155 million in fees and compensations for services; (iii) a decrease of ARS 42 million in taxes, rates, and contributions; partially offset by: (iv) an increase of ARS 586 million in salaries, social security charges, and other personnel administrative expenses; (v) an increase of ARS 35 million in maintenance, repairs, and services; (vi) an increase of ARS 33 million in amortization and depreciation charges; (vii) an increase of ARS 26 million in travel, transportation, and stationery; and (viii) an increase of ARS 8 million in bank expenses. General and administrative expenses associated with the Others segment, measured as a percentage of revenues from this segment, decreased from 660.4% during the fiscal year ended June 30, 2023, to 250.7% during the fiscal year ended June 30, 2024.

153

Selling expenses 2024 vs. 2023

Agricultural Business

Agricultural Production. Selling expenses from the Agricultural Production segment increased by 13.5% from ARS 25,498 million in the fiscal year ended June 30, 2023 to ARS 28,934 million in the fiscal year ended June 30, 2024, mainly as a result of a ARS 3,592 million increase in selling expenses related with crop operations, an ARS 225 million decrease in expenses for sugarcane operations, a ARS 234 million increase in selling expenses for cattle and a ARS 165 million decrease in selling expenses associated with leases and agricultural services. Selling expenses of the Agricultural Production segment, measured as a percentage of revenues from this segment, increased from 9.2% during the fiscal year ended June 30, 2023 to 10.8% during the fiscal year ended June 30, 2024.

Land Transformation and Sales. Selling expenses from the Land Transformation and Sales segment increased by 2,377.1%, from ARS 48 million in the fiscal year ended June 30, 2023 to ARS 1,189 million in the fiscal year ended June 30, 2024. This increase is explained for the sales of farmlands that occurred during the current fiscal year. Although a comparatively smaller number of hectares were sold, expenses related to sales for the current fiscal year increased considerably, mainly due to the sale of the Chaparral farmland in Brazil.

Others. Selling expenses from the Others segment increased by 48.7% from ARS 9,177 million in the fiscal year ended June 30, 2023 to ARS 13,645 million in the fiscal year ended June 30, 2024, mainly due to the increase of ARS 4,468 million in selling expenses related to other segments. Selling expenses from the Others segment, measured as a percentage of revenues from this segment, increased from 9.2% during the fiscal year ended June 30, 2023 to 11.8% during the fiscal year ended June 30, 2024.

Urban Properties and Investment Business

Shopping Malls. Selling expenses of the Shopping Malls segment increased by 11.8%, from ARS 8,055 million during the fiscal year ended June 30, 2023, to ARS 9,007 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) an increase of ARS 592 million in publicity, advertising, and other commercial expenses due to higher expenses for event organization and commercial settlements; (ii) an increase of ARS 294 million in amortization and depreciation charges; (iii) an increase of ARS 195 million in doubtful accounts (charge and recovery, net); (iv) an increase of ARS 94 million in salaries, social security charges, and other personnel administrative expenses; partially offset by: (v) a decrease of ARS 209 million in taxes, rates, and contributions; and (vi) a decrease of ARS 14 million in fees and compensations for services. Selling expenses, measured as a percentage of revenues from the Shopping Malls segment, increased from 4.6% during the fiscal year ended June 30, 2023, to 5.0% during the fiscal year ended June 30, 2024.

Offices. Selling expenses associated with our Offices segment decreased by 53.0%, from ARS 383 million during the fiscal year ended June 30, 2023, to ARS 180 million during the fiscal year ended June 30, 2024. Such variation was mainly generated as a result of: (i) an ARS 243 million decrease in fees and compensation for services due to improved negotiation of rates; (ii) a decrease of ARS 49 million in taxes, rates, and contributions; (iii) a decrease of ARS 15 million in salaries, social security charges, and other personnel administrative expenses; (iv) a decrease of ARS 8 million in publicity, advertising, and other commercial expenses; partially offset by: (v) an ARS 113 million increase in doubtful accounts (charge and recovery, net). Selling expenses associated with our Offices segment, measured as a percentage of revenues from this segment, decreased from 2.2% during the fiscal year ended June 30, 2023, to 1.1% during the fiscal year ended June 30, 2024.

Sales and Developments. Selling expenses associated with our Sales and Developments segment decreased by 22.4%, from ARS 4,172 million during the fiscal year ended June 30, 2023, to ARS 3,236 million during the fiscal year ended June 30, 2024. This variation is mainly explained by lower expenses related to property sales due to fewer sales compared to the previous fiscal year. Among the most significant variations were: (i) a decrease of ARS 1,687 million in fees and compensation for services; partially offset by (ii) an increase of ARS 669 million in taxes, rates, and contributions; (iii) an increase of ARS 66 million in salaries, social security charges, and other personnel administrative expenses; (iv) an increase of ARS 7 million in publicity, advertising, and other commercial expenses; and (v) an ARS 5 million increase in doubtful accounts (charge and recovery, net). Selling expenses associated with our Sales and Developments segment, measured as a percentage of revenues from this segment, increased from 25.6% during the fiscal year ended June 30, 2023, to 35.0% during the fiscal year ended June 30, 2024.

Hotels. Selling expenses associated with our Hotels segment increased by 10.1%, from ARS 3,819 million during the fiscal year ended June 30, 2023, to ARS 4,205 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) an ARS 234 million increase in fees and compensation for services; (ii) an ARS 86 million increase in publicity, advertising, and other commercial expenses; (iii) an ARS 70 million increase in taxes, rates, and contributions; (iv) an ARS 18 million increase in doubtful accounts (charge and recovery, net); partially offset by (v) an ARS 27 million decrease in salaries, social security charges, and other personnel administrative expenses. Selling expenses associated with our Hotels segment, measured as a percentage of revenues from this segment, decreased from 6.9% during the fiscal year ended June 30, 2023, to 6.8% during the fiscal year ended June 30, 2024.

154

Others. Selling expenses associated with our Others segment increased by 100.2%, from ARS 431 million during the fiscal year ended June 30, 2023, to ARS 863 million during the fiscal year ended June 30, 2024. Selling expenses associated with our Others segment, measured as a percentage of revenues from this segment, increased from 12.4% during the fiscal year ended June 30, 2023, to 22.5% during the fiscal year ended June 30, 2024. This increase is mainly due to higher commercial activities carried out by We are Appa. Selling expenses associated with our Others segment, measured as a percentage of revenues from this segment, increased from 12.4% during the fiscal year ended June 30, 2023, to 22.5% during the fiscal year ended June 30, 2024.

Other operating results, net 2024 vs. 2023

Agricultural Business

Agricultural Production. Other operating results, net, associated with our Agricultural Production segment increased by ARS 7,874 million, from a profit of ARS 625 million in the fiscal year ended June 30, 2023 to a profit of ARS 8,499 million in the fiscal year ended June 30, 2024. This increase is explained by a gain in the results of commodity derivative financial instruments due to the positions taken where tons of soybeans were sold at an average price higher than the market price.

Land Transformation and Sales. Other operating results, net, from this segment increased by ARS 23,121 million from a loss of ARS 9,385 million in the fiscal year ended June 30, 2023 to a profit of ARS 13,736 million in the fiscal year ended June 30, 2024. This increase is explained by the valuation of accounts receivable in the current fiscal year due to the sales of farmlands in soybean bags in dollars, which was accompanied by an increase in the BRL/USD exchange rate, in yield premiums, offset by a drop in the price of soybeans.

Others. Other operating results, net, associated with the Others segment increased by ARS 3,395 million, from a profit of ARS 2,274 million in the fiscal year ended June 30, 2023 to a profit of ARS 5,669 million in the fiscal year ended June 30, 2024. This increase is due to higher interest income generated by operating assets related to interest on late payment of trade receivables.

Urban Properties and Investment Business

Shopping Malls. Other operating results, net associated with our Shopping Malls segment decreased by 30.7%, from a net loss of ARS 2,173 million during the fiscal year ended June 30, 2023, to a net loss of ARS 2,840 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) an ARS 328 million increase in the loss for lawsuits; partially offset by (ii) an ARS 549 million decrease in interest earned generated by operating assets due to improved collection periods, leading to lower interest earned; (iii) an ARS 438 million decrease in donations; and (iv) an ARS 22 million decrease in management fees. Other operating results, net, from this segment, as a percentage of revenues from this segment, increased from 1.2% negative during the fiscal year ended June 30, 2023, to 1.6% negative during the fiscal year ended June 30, 2024.

Offices. Other operating results, net associated with our Offices segment increased by 75.4%, from a net loss of ARS 256 million during the fiscal year ended June 30, 2023, to a net loss of ARS 63 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) an ARS 156 million decrease in interest and allowances earned generated by operating credits; and (ii) a decrease of ARS 37 million in lawsuit charges. Other operating results, net from this segment, as a percentage of the revenues from this segment, decreased from 1.5% negative during the fiscal year ended June 30, 2023, to 0.4% negative during the fiscal year ended June 30, 2024.

Sales and Developments. Other operating results, net associated with our Sales and Developments segment increased by 39.6%, from a net loss of ARS 3,284 million during the fiscal year ended June 30, 2023, to a net loss of ARS 1,983 million during the fiscal year ended June 30, 2024, mainly due to the loss from sale of property, plant and equipment corresponding to the sale  of the 9th floor of the “261 Della Paolera” tower (located in the Catalinas neighborhood of the Autonomous City of Buenos Aires). Other operating results, net from this segment, as a percentage of the revenues of this segment, increased from 20.2% negative during the fiscal year ended June 30, 2023, to 41.2% negative during the fiscal year ended June 30, 2024.

Hotels. Other operating results, net associated with the Hotels segment decreased by 113.0%, from a net loss of ARS 531 million during the fiscal year ended June 30, 2023, to a net loss of ARS 1,131 million during the fiscal year ended June 30, 2024, mainly due to an increase in lawsuit charges of ARS 677 million. Other operating results, net from this segment, as a percentage of the revenues from this segment, increased from 1.0% negative during the fiscal year ended June 30, 2023, to 1.8% negative during the fiscal year ended June 30, 2024.

155

Others. Other operating results, net associated with the Others segment increased by 104.0%, from a net loss of ARS 20,817 million during the fiscal year ended June 30, 2023, to a net profit of ARS 825 million during the fiscal year ended June 30, 2024, mainly due to: (i) a decrease in lawsuit and other contingency charges of ARS 22,070 million as the prior fiscal year had recognized a provision for the IDBD lawsuit; (ii) an increase in profit generated by other operating results of ARS 1,245 million; partially offset by (iii) a decrease in profit of ARS 1,389 million, mainly due to the liquidation of Condor, Real Estate Investment Group VII LP, and Jiwin S.A. in the previous fiscal year; (iv) an increase of ARS 214 million in management fees; and (v) higher expenses of ARS 81 million in donations. Other operating results, net from this segment, as a percentage of the revenues from this segment, decreased from 599.2% negative during the fiscal year ended June 30, 2023, to 21.5% positive during the fiscal year ended June 30, 2024.

Management fees 2024 vs. 2023

The Company entered into a management agreement with Consultores Asset Management S.A., which provides for payment of fees equivalent to 10% of our profits from our separate statement of income for advisory services in relation to any matters related to business and investments, such as farming, real estate, finance, hotel, etc. Management fees amounted to ARS 7,866 million and ARS 17,683 million for the fiscal years ended June 30, 2024 and 2023, respectively.

Operating results 2024 vs. 2023

Agricultural Business

Agricultural Production. Operating results of the Agricultural Production segment increased by ARS 30,764 million, from a loss of ARS 28,981 million in the fiscal year ended June 30, 2023 to a profit of ARS 1,783 million in the fiscal year ended June 30, 2024.

Land Transformation and Sales. Operating results of the Land Transformation and Sales segment increased by ARS 20,153 million, from a profit of ARS 37,261 million in the fiscal year ended June 30, 2023 to a profit of ARS 57,414 million in the fiscal year ended June 30, 2024.

Corporate. Operating results of this Corporate segment increased by ARS 604 million from a loss of ARS 5,187 million in the fiscal year ended June 30, 2023 to a loss of ARS 4,583 million in the fiscal year ended June 30, 2024.

Others. Operating results of the Others segment decreased by ARS 6,115 million from a profit of ARS 20,441 million in the fiscal year ended June 30, 2023 to a profit of ARS 14,326 million in the fiscal year ended June 30, 2024.

Urban Properties and Investment Business

Shopping Malls. Operating results from operations associated with the Shopping Malls segment increased by 37.4%, from a net profit of ARS 87,759 million during the fiscal year ended June 30, 2023, to a net profit of ARS 120,545 million during the fiscal year ended June 30, 2024. Operating results from the Shopping Malls segment, as a percentage of revenues from such segment, increased from 49.8% positive during the fiscal year ended June 30, 2023, to 67.1% positive during the fiscal year ended June 30, 2024.

Offices. Operating results from operations associated with our Offices segment decreased by 770.7%, from a net loss of ARS 6,527 million during the fiscal year ended June 30, 2023, to a net loss of ARS 56,829 million during the fiscal year ended June 30, 2024. Such variation was mainly due to an ARS 51,176 million decrease in the loss from fair value adjustments of investment properties. Operating results from operations associated with the Offices segment, as a percentage of revenues from such segment, increased from 38.3% negative during the fiscal year ended June 30, 2023, to 349.9% negative during the fiscal year ended June 30, 2024.

Sales and Developments. Operating results from operations associated with our Sales and Developments segment decreased by 97.5%, from a net loss of ARS 136,065 million during the fiscal year ended June 30, 2023, to a net loss of ARS 268,723 million during the fiscal year ended June 30, 2024. Such decrease is mainly due to the loss from fair value adjustments of investment properties. Operating results from operations associated with the Sales and Developments segment, as a percentage of revenues from this segment, increased from 835.8% negative during the fiscal year ended June 30, 2023, to 2,906.4% negative during the fiscal year ended June 30, 2024.

156

Hotels. Operating results from operations associated with the Hotels segment increased by 66.5%, from a net profit of ARS 10,782 million during the fiscal year ended June 30, 2023, to a net profit of ARS 17,952 million during the fiscal year ended June 30, 2024. This increase is mainly due to higher occupancy levels resulting in increased revenues, reaching, for the most part, pre-pandemic occupancy levels. Operating results from operations associated with the Hotels segment, as a percentage of revenues from such segment, increased from 19.4% positive during the fiscal year ended June 30, 2023, to 29.2% positive during the fiscal year ended June 30, 2024.

Others. Operating results from operations associated with the Others segment increased from a net loss of ARS 43,908 million during the fiscal year ended June 30, 2023, to a net loss of ARS 8,828 million during the fiscal year ended June 30, 2024. Such decrease is mainly due to the decrease in administrative expenses and a positive result in other operating results, net. Operating results from operations associated with the Others segment, as a percentage of revenues from such segment, varied from 1,263.9% negative during the fiscal year ended June 30, 2023, to 229.8% positive during the fiscal year ended June 30, 2024.

Share of (loss)/ profit of associates and joint ventures 2024 vs. 2023

Agricultural Business

According to information by segments (taking into account all our joint ventures and inter-segment eliminations), the total share of (loss) / profit of associates and joint ventures increased by ARS 2,769 million (71.9%), from a loss of ARS 3,853 million in the fiscal year ended June 30, 2023 to a loss of ARS 1,084 million in the fiscal year ended June 30, 2024.

Agricultural Production. The share of profit/ (loss) of associates and joint ventures in the Agricultural Production segment increased by 347.3% from a loss of ARS 628 million in the fiscal year ended June 30, 2023 to a profit of ARS 1,553 million in the fiscal year ended June 30, 2024.

Others. The share loss of associates and joint ventures in the Others segment increased by 18.2% from a loss of ARS 3,225 million in the fiscal year ended June 30, 2023 to a loss of ARS 2,637 million in the fiscal year ended June 30, 2024.

Urban Properties and Investment Business

The share of profit of associates and joint ventures, according to the income statement, increased by 249.4%, from a net profit of ARS 9,742 million during the fiscal year ended June 30, 2023 to a net profit of ARS 34,037 million during the fiscal year ended June 30, 2024, mainly due to the positive results from the Others segment.

Also, the net share of profit / (loss) of joint ventures, mainly from Nuevo Puerto Santa Fe S.A. (Shopping Malls segment), Quality Invest S.A. (Offices segment) and Cyrsa S.A. and Puerto Retiro S.A. (Sales and Developments segment), showed a 105.9% increase, from a loss of ARS 4,709 million during the fiscal year ended June 30, 2023, to a profit of ARS 277 million during the fiscal year ended June 30, 2024, Mainly due to results from the investment in Nuevo Puerto Santa Fe, explained primarily by the impact of inflation on the fair value of its properties, and, in turn, as a consequence of the sale of Quality Invest S.A., an investment that, as of June 30, 2023, was generating losses of ARS 5,142 million.

Shopping Malls. In the information by segments, the share of profit / (loss) of the joint venture Nuevo Puerto Santa Fe S.A. is recorded on a consolidated basis, line by line in this segment.

Offices. This segment does not show results from the share of profit / (loss) of associates and joint ventures.

Sales and Developments. The share of profit / (loss) of the joint ventures Quality Invest S.A., Cyrsa S.A. and Puerto Retiro S.A is recorded on a consolidated basis, line by line. Given that we sold our interest in Quality Invest S.A. during the current fiscal year, it generated results only in the fiscal year ended June 30, 2023.

Hotels. This segment does not show results from the share of profit / (loss) of associates and joint ventures.

Others. The share of profit / (loss) of associates from the Others segment increased by 133.6%, from a net profit of ARS 14,449 million during the fiscal year ended June 30, 2023, to a net profit of ARS 33,760 million during the fiscal year ended June 30, 2024, mainly as a result of the variation from our investments in Banco Hipotecario by ARS 17,797 and La Rural S.A. by ARS 4,943 million positive.

157

Financial results, net 2024 vs. 2023

The Company financial results, net recorded a variation of ARS 45,232 million, from a profit of ARS 90,159 million in the fiscal year ended June 30, 2023 to a profit of ARS 135,391 million in the fiscal year ended June 30, 2024. This increase is mainly due to a positive result from earned interest and the gain generated by the fair value adjustments of financial assets and liabilities at fair value through profit or loss, net, primarily caused by macroeconomic conditions in Argentina, which led to fluctuations in the values of bonds, partially offset by a loss from exchange rate differences and a lower positive result generated by exposure to inflation.

Income Tax 2024 vs. 2023

The Company adopts the deferred tax method to calculate the income tax for the reported periods, thus recognizing temporary differences as tax assets and liabilities. The income tax charge for the year went from a profit of ARS 270,180 million during the fiscal year ended June 30, 2023, to a profit of ARS 61,872 million during the fiscal year ended June 30, 2024, out of which a profit of ARS 18,048 million derives from the agricultural business and a profit of ARS 43,824 million derives from the urban properties and investment. During the fiscal year ended June 30, 2024, a positive deferred tax result was observed, affected by the fair value changes of investment properties, which was partially offset by a negative result from current income tax. Additionally, during the previous fiscal year, a reversal of the provision for income tax from prior fiscal years was made, see the Income Tax section for the fiscal year 2023.

Net profit 2024 vs. 2023

As a result of the factors described above, our net profit for the year decreased by ARS 196,478 million from a net profit of ARS 290,458 million in the fiscal year ended June 30, 2023 to a net profit of ARS 93,980 million in the fiscal year ended June 30, 2024, out of which a profit of ARS 122,832 million derives from the agricultural business, and a loss of ARS 28,852 million derives from the urban properties and investment business.

158

Results of Operations for the fiscal years ended June 30, 2023 and 2022

	Agricultural business									Urban Properties and Investment business									Total segment information									Joint ventures (i)									Adjustments (ii)									Elimination of inter-segment transactions									Total Statement of Income
	06.30.23			06.30.22			Var.			06.30.23			06.30.22			Var.			06.30.23			06.30.22			Var.			06.30.23			06.30.22			Var.			06.30.23			06.30.22			Var.			06.30.23			06.30.22			Var.			06.30.23			06.30.22			Var.
(in million of ARS)
Revenues		378,132			515,872			(137,740	)		268,627			204,987			63,640			646,759			720,859			(74,100	)		(1,687	)		(1,860	)		173			64,781			53,349			11,432			(2,441	)		(4,644	)		2,203			707,412			767,704			(60,292	)
Costs		(313,801	)		(461,761	)		147,960			(49,365	)		(42,851	)		(6,514	)		(363,166	)		(504,612	)		141,446			736			729			7			(65,950	)		(55,055	)		(10,895	)		-			-			-			(428,380	)		(558,938	)		130,558
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest		(5,628	)		145,804			(151,432	)		-			-			-			(5,628	)		145,804			(151,432	)		-			-			-			-			-			-			819			1,535			(716	)		(4,809	)		147,339			(152,148	)
Changes in the net realizable value of agricultural products after harvest		(9,431	)		(16,007	)		6,576			-			-			-			(9,431	)		(16,007	)		6,576			-			-			-			-			-			-			-			-			-			(9,431	)		(16,007	)		6,576
Gross profit / (loss)		49,272			183,908			(134,636	)		219,262			162,136			57,126			268,534			346,044			(77,510	)		(951	)		(1,131	)		180			(1,169	)		(1,706	)		537			(1,622	)		(3,109	)		1,487			264,792			340,098			(75,306	)
Net (loss)/ gain from fair value adjustment of investment properties		(8,804	)		19,707			(28,511	)		(190,751	)		102,522			(293,273	)		(199,555	)		122,229			(321,784	)		7,559			10,588			(3,029	)		-			-			-			-			-			-			(191,996	)		132,817			(324,813	)
Gain from disposal of farmlands		55,825			44,088			11,737			-			-			-			55,825			44,088			11,737			-			-			-			-			-			-			-			-			-			55,825			44,088			11,737
General and administrative expenses		(31,550	)		(30,340	)		(1,210	)		(72,549	)		(42,987	)		(29,562	)		(104,099	)		(73,327	)		(30,772	)		250			214			36			-			-			-			643			650			(7	)		(103,206	)		(72,463	)		(30,743	)
Selling expenses		(34,723	)		(43,895	)		9,172			(16,860	)		(17,958	)		1,098			(51,583	)		(61,853	)		10,270			101			43			58			-			-			-			1,118			3,016			(1,898	)		(50,364	)		(58,794	)		8,430
Other operating results, net		(6,486	)		(6,714	)		228			(27,061	)		225			(27,286	)		(33,547	)		(6,489	)		(27,058	)		(93	)		-			(93	)		614			447			167			(92	)		(89	)		(3	)		(33,118	)		(6,131	)		(26,987	)
Management fees		-			-			-			-			-			-			-			-			-			-			-			-			(17,683	)		(33,388	)		15,705			-			-			-			(17,683	)		(33,388	)		15,705
Profit / (loss) from operations		23,534			166,754			(143,220	)		(87,959	)		203,938			(291,897	)		(64,425	)		370,692			(435,117	)		6,866			9,714			(2,848	)		(18,238	)		(34,647	)		16,409			47			468			(421	)		(75,750	)		346,227			(421,977	)
Share of (loss)/profit of associates and joint ventures		(3,853	)		1,294			(5,147	)		14,449			3,732			10,717			10,596			5,026			5,570			(4,722	)		(6,588	)		1,866			-			-			-			(5	)		-			(5	)		5,869			(1,562	)		7,431
Segment profit / (loss)		19,681			168,048			(148,367	)		(73,510	)		207,670			(281,180	)		(53,829	)		375,718			(429,547	)		2,144			3,126			(982	)		(18,238	)		(34,647	)		16,409			42			468			(426	)		(69,881	)		344,665			(414,546	)

(i)	Represents the equity value of joint ventures that were proportionately consolidated for information by segment purposes.
(ii)	Includes gross profit / (loss) of ARS (1,169) million and ARS (1,706) million corresponding to Building Administration Expenses and Collective Promotion Fund (FPC), as of June 30, 2023 and 2022, respectively.

Agricultural Business

The following table shows a summary of the Agricultural Business lines for the fiscal years ended June 30, 2023 and 2022.

	Agricultural production									Land transformation and sales									Corporate								Others									Total
	06.30.23			06.30.22			Var.			06.30.23			06.30.22			Var.			06.30.23			06.30.22			Var.		06.30.23			06.30.22			Var.			06.30.23			06.30.22			Var.
	(in million of ARS)
Revenues		278,373			409,042			(130,669	)		-			-			-			-			-			-		99,759			106,830			(7,071	)		378,132			515,872			(137,740	)
Costs		(249,942	)		(383,436	)		133,494			(275	)		(385	)		110			-			-			-		(63,584	)		(77,940	)		14,356			(313,801	)		(461,761	)		147,960
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest		(5,628	)		145,804			(151,432	)		-			-			-			-			-			-		-			-			-			(5,628	)		145,804			(151,432	)
Changes in the net realizable value of agricultural products after harvest		(9,431	)		(16,007	)		6,576			-			-			-			-			-			-		-			-			-			(9,431	)		(16,007	)		6,576
Gross profit / (loss)		13,372			155,403			(142,031	)		(275	)		(385	)		110			-			-			-		36,175			28,890			7,285			49,272			183,908			(134,636	)
Net (loss)/ gain from fair value adjustment of investment properties		-			-			-			(8,804	)		19,707			(28,511	)		-			-			-		-			-			-			(8,804	)		19,707			(28,511	)
Gain from disposal of farmlands		-			-			-			55,825			44,088			11,737			-			-			-		-			-			-			55,825			44,088			11,737
General and administrative expenses		(17,480	)		(18,134	)		654			(52	)		(64	)		12			(5,187	)		(5,919	)		732		(8,831	)		(6,223	)		(2,608	)		(31,550	)		(30,340	)		(1,210	)
Selling expenses		(25,498	)		(34,908	)		9,410			(48	)		(1,514	)		1,466			-			-			-		(9,177	)		(7,473	)		(1,704	)		(34,723	)		(43,895	)		9,172
Other operating results, net		625			(16,798	)		17,423			(9,385	)		8,578			(17,963	)		-			-			-		2,274			1,506			768			(6,486	)		(6,714	)		228
(Loss)/ profit from operations		(28,981	)		85,563			(114,544	)		37,261			70,410			(33,149	)		(5,187	)		(5,919	)		732		20,441			16,700			3,741			23,534			166,754			(143,220	)
Share of (loss)/ profit of associates and joint ventures		(628	)		862			(1,490	)		-			-			-			-			-			-		(3,225	)		432			(3,657	)		(3,853	)		1,294			(5,147	)
Segment (loss)/ profit		(29,609	)		86,425			(116,034	)		37,261			70,410			(33,149	)		(5,187	)		(5,919	)		732		17,216			17,132			84			19,681			168,048			(148,367	)

159

Urban Properties and Investment Business

The following table shows a summary of the Urban Properties and Investment Business lines for the fiscal years ended June 30, 2023 and 2022.

	Shopping Malls									Offices									Sales and developments									Hotels									Others									Total
	06.30.23			06.30.22			Var.			06.30.23			06.30.22			Var.			06.30.23			06.30.22			Var.			06.30.23			06.30.22			Var.			06.30.23			06.30.22			Var.			06.30.23			06.30.22			Var.
	(in millions of ARS)
Revenues		176,246			138,836			37,410			17,031			24,357			(7,326	)		16,280			5,975			10,305			55,596			34,441			21,155			3,474			1,378			2,096			268,627			204,987			63,640
Costs		(11,937	)		(11,974	)		37			(1,408	)		(2,347	)		939			(4,952	)		(4,653	)		(299	)		(28,296	)		(19,808	)		(8,488	)		(2,772	)		(4,069	)		1,297			(49,365	)		(42,851	)		(6,514	)
Gross profit / (loss)		164,309			126,862			37,447			15,623			22,010			(6,387	)		11,328			1,322			10,006			27,300			14,633			12,667			702			(2,691	)		3,393			219,262			162,136			57,126
Net (loss)/ gain from fair value adjustment of investment properties		(41,496	)		4,429			(45,925	)		(18,409	)		(42,162	)		23,753			(130,426	)		139,774			(270,200	)		-			-			-			(420	)		481			(901	)		(190,751	)		102,522			(293,273	)
General and administrative expenses		(24,826	)		(22,923	)		(1,903	)		(3,102	)		(3,052	)		(50	)		(9,511	)		(8,474	)		(1,037	)		(12,168	)		(5,847	)		(6,321	)		(22,942	)		(2,691	)		(20,251	)		(72,549	)		(42,987	)		(29,562	)
Selling expenses		(8,055	)		(6,784	)		(1,271	)		(383	)		(625	)		242			(4,172	)		(7,385	)		3,213			(3,819	)		(2,723	)		(1,096	)		(431	)		(441	)		10			(16,860	)		(17,958	)		1,098
Other operating results, net		(2,173	)		(1,137	)		(1,036	)		(256	)		(184	)		(72	)		(3,284	)		(384	)		(2,900	)		(531	)		(473	)		(58	)		(20,817	)		2,403			(23,220	)		(27,061	)		225			(27,286	)
Profit / (loss) from operations		87,759			100,447			(12,688	)		(6,527	)		(24,013	)		17,486			(136,065	)		124,853			(260,918	)		10,782			5,590			5,192			(43,908	)		(2,939	)		(40,969	)		(87,959	)		203,938			(291,897	)
Share of profit of associates and joint ventures		-			-			-			-			-			-			-			-			-			-			-			-			14,449			3,732			10,717			14,449			3,732			10,717
Segment profit / (loss)		87,759			100,447			(12,688	)		(6,527	)		(24,013	)		17,486			(136,065	)		124,853			(260,918	)		10,782			5,590			5,192			(29,459	)		793			(30,252	)		(73,510	)		207,670			(281,180	)

160

Revenues 2023 vs. 2022

Agricultural Business

Agricultural Production. Revenues from the Agricultural Production segment decreased by 31.9% from ARS 409,042 million during the fiscal year ended June 30, 2022 to ARS 278,373 million during the fiscal year ended June 30, 2023. Such decrease is mainly attributable to:

· ARS 80,317 million decrease in revenues from crop sales, as a result of lower yields linked to the effects of the drought, accompanied by a decrease in the volume of crops sold (833,600 tons in fiscal year ended June 30, 2022 versus 617,730 tons in fiscal year ended June 30, 2023), standing out corn and soy beans;

· ARS 38,490 million decrease in revenues from sugarcane sales, resulting from a decrease in sales in the fiscal year ended June 30, 2023, due to the decrease in prices, caused by lower demand for ethanol due to lower crude oil prices, coupled with a decrease in the volume produced and sold due to the burning of sugarcane plantations as a result of high temperatures;

· ARS 9,922 million decrease in revenues from cattle sales, primarily attributable to a decrease in tons of cattle sold and a decrease in prices compared to the fiscal year ended June 30, 2022 where prices performed better relative to inflation; and

· ARS 1,940 million decrease in revenues from leases and services as a result of a reduction in the volume of seed multiplication services operated at Agroriego, partially offset by higher income from leasing to third parties.

Others. Revenues from the Others segment decreased by 6.6% from ARS 106,830 million during the fiscal year ended June 30, 2022 to ARS 99,759 million during the fiscal year ended June 30, 2023, mainly attributable to a decrease in revenues from sales on consignment, brokerage and others due to lower traded volumes of fertilisers and inputs.

Urban Properties and Investment Business

Shopping Malls. Revenues from the Shopping Malls segment increased by 26.9% from ARS 138,836 million during the fiscal year ended June 30, 2022, to ARS 176,246 million during the fiscal year ended June 30, 2023. This increase is due to the fact that, during the fiscal year ended June 30, 2022, although the shopping malls were open, a policy of support for tenants was maintained in all shopping malls. In addition, there were more vacancies, reduced opening hours and less public attendance during the 2022 fiscal year. In the fiscal year ended June 30, 2023, the increase in rental income occurred mainly due to: (i) an increase of ARS 21,897 million in base rent revenue; (ii) an increase of ARS 5,552 million in contingent rent revenue; (iii) an ARS 3,636 million increase in admission rights; (iv) an ARS 3,165 million increase in revenue from parking; and (v) an ARS 2,250 million increase in the revenue from averaging of scheduled rent escalation.

Offices. Revenues from the Offices segment decreased by 30.1% from ARS 24,357 million during the fiscal year ended June 30, 2022, to ARS 17,031 million during the fiscal year ended June 30, 2023. This variation is mainly explained by a decrease in revenue from leases by 28.8% from ARS 23,818 million during the fiscal year ended June 30, 2022 to ARS 16,952 million during the fiscal year ended June 30, 2023 mainly as a result of lower rental income due to the sale of the República building in April 2022 and the sale of floors in the tower "261 Della Paolera" (located in the Catalinas neighborhood of the Autonomous City of Buenos Aires). There is also a drop in the rate in real terms as the inflation rate was higher than the exchange rate variation.

Sales and Developments. Revenues from the Sales and Developments segment recorded a 172.5% increase from ARS 5,975 million during the fiscal year ended June 30, 2022, to ARS 16,280 million during the fiscal year ended June 30, 2023. This segment often varies significantly from period to period due to the non-recurrence of different sales transactions carried out by the Company over time. The increase during the fiscal year ended June 30, 2023, is primarily due to the sale of two properties in Canelones (Uruguay) by VAM and the sale of two units in Tower 1 of Carrasco Boating.

Hotels. Revenues from our Hotels segment increased by 61.4% from ARS 34,441 million during the fiscal year ended June 30, 2022, to ARS 55,596 million during the fiscal year ended June 30, 2023, mainly due to higher occupancy with the consequent increase in revenues. The Hotel Llao Llao, and Libertador reached the prepandemic occupancy levels in the fiscal year of 2023.

161

Others. Revenues from the Others segment increased by 152.1% from ARS 1,378 million during the fiscal year ended June 30, 2022, to ARS 3,474 million during the fiscal year ended June 30, 2023, mainly due to the greater number of congresses and fairs held at the Buenos Aires Convention Centre (LA Rural S.A. - OFC S.R.L. – Ogden S.A - Entretenimiento Universal S.A. - Unión transitoria - (administrator of the Convention and Exhibition Centre of the City of Buenos Aires)) and the fee charged by We Are APPA for the services of the APPA application for promotions and actions of the Shopping Malls.

Costs 2023 vs. 2022

Agricultural Business

Agricultural Production. The costs of the Agricultural Production segment decreased by 34.8% from ARS 383,436 million during the fiscal year ended June 30, 2022 to ARS 249,942 million during the fiscal year ended June 30, 2023, primarily as a consequence of:

· ARS 97,949 million decrease in costs of crop sales, mainly as a result of a decrease of tons in the volume of crop sold due to the effects of the drought, accompanied with higher direct fertiliser, service and labour costs in the fiscal year ended June 30, 2023 compared to the fiscal year ended June 30, 2022;

· ARS 29,493 million decrease in the costs of sugarcane sales, mainly as a result of a lower quantity of sugarcane sold compared to the fiscal year ended June 30, 2022. This is evidenced by lower prices due to lower demand for ethanol as a result of a decrease in the price of crude oil and a decrease in the volume produced and sold due to the burning of sugarcane plantations as a result of high temperatures;

· ARS 7,787 million decrease in the costs of cattle sales, mainly as a result of a decrease in tons of cattle sold due to the effect of the drought, in the fiscal year ended June 30, 2023 compared to the fiscal year ended June 30, 2022; and

· ARS 1,735 million increase in costs of leases and services, mainly attributable to an increase in lease costs and seed purchases and the decrease in the Feedlot service cost.

Costs of the Agricultural Production segment, measured as a percentage of revenues from this segment, decreased from 93.7% during the fiscal year ended June 30, 2022 to 89.8% during the fiscal year ended June 30, 2023.

Land transformation and sales. The costs of the Land transformation and sales segment decreased by 28.6% from ARS 385 million during the fiscal year ended June 30, 2022 to ARS 275 million during the fiscal year ended June 30, 2023.

Others. The costs of the Others segment decreased by 18.4% from ARS 77,940 million during the fiscal year ended June 30, 2022 to ARS 63,584 million during the fiscal year ended June 30, 2023. The costs of the Others segment, measured as a percentage of revenues from this segment, decreased from 73.0% during the fiscal year ended June 30, 2022 to 63.7% during the fiscal year ended June 30, 2023.

Urban Properties and Investment Business

Shopping Malls. Costs associated with the Shopping Malls segment decreased by 0.3%, from ARS 11,974 million during the fiscal year ended June 30, 2022, to ARS 11,937 million during the fiscal year ended June 30, 2023, mainly due to: (i) a decrease in leases and expenses of ARS 1,785 million; partially offset by: (ii) an increase in maintenance, security, cleaning, repairs and other expenses of ARS 1,023 million and (iii) an increase in salaries, social security charges and other personnel administrative expenses of ARS 631 million. Costs associated with the Shopping Malls segment, measured as a percentage of the revenues from this segment, decreased from 8.6% during the fiscal year ended June 30, 2022, to 6.8% during the fiscal year ended June 30, 2023.

Offices. Costs associated with the Offices segment decreased by 40.0%, from ARS 2,347 million during the fiscal year ended June 30, 2022, to ARS 1,408 million during the fiscal year ended June 30, 2023, mainly due to (i) a decrease in leases and expenses of ARS 435 million; (ii) a decrease in amortization and depreciation charges of ARS 293 million; and (iii) a decrease in taxes, rates and contributions of ARS 229 million. Costs associated with the Offices segment, measured as a percentage of the revenues from this segment, decreased from 9.6% during the fiscal year ended June 30, 2022, to 8.3% during the fiscal year ended June 30, 2023.

162

Sales and Developments. Costs associated with our Sales and Developments segment recorded a 6.4% increase from ARS 4,653 million during the fiscal year ended June 30, 2022, to ARS 4,952 million during the fiscal year ended June 30, 2023 mainly due to (i) an increase of ARS 661 million in the cost of sale of goods and services which correspond to the barter agreement of "Lot 16" located in the province of Córdoba (Argentina), the sale of 2 units of Tower 1 of Carrasco Boating (Montevideo, Uruguay), the sale of a plot of land by Zetol S.A. (Canelones, Uruguay), and the barter agreement entered into with ABASTO TWINS S.A. (Buenos Aires, Argentina); partially offset by: (ii) an ARS 171 million decrease in fees and compensation services; and (iii) a decrease in leases and expenses of ARS 151 million. Costs in the Sales and Developments segment, measured as a percentage of revenues from this segment, decreased from 77.9% during the fiscal year ended June 30, 2022, to 30.4% during the fiscal year ended June 30, 2023.

Hotels. Costs in the Hotels segment increased by 42.9%, from ARS 19,808 million during the fiscal year ended June 30, 2022, to ARS 28,296 million during the fiscal year ended June 30, 2023, mainly as a result of (i) an ARS 5,778 million increase in the costs of salaries, social security and other personnel expenses; (ii) an ARS 1,943 million increase in food, beverages and other hotel expenses; and (iii) an ARS 683 million increase in traveling, transportation and stationery. Costs in the Hotels segment, measured as a percentage of revenues from this segment, decreased from 57.5% during the fiscal year ended June 30, 2022, to 50.9% during the fiscal year ended June 30, 2023.

Others. Costs in the Others segment decreased by 31.9%, from ARS 4,069 million during the fiscal year ended June 30, 2022, to ARS 2,772 million during the fiscal year ended June 30, 2023, mainly as a result of (i) a decrease in the costs of salaries, social security and other personnel expenses of ARS 1,051 million; (ii) a decrease in fees and compensation for services of ARS 425 million; (iii) a decrease in taxes, rates and contributions of ARS 85 million; partially offset by: (iv) an increase in amortization and depreciation charges of ARS 296 million.

Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest 2023 vs. 2022

According to information by segments (taking into account the (loss) / profit from operations from our joint ventures and excluding those related to building administration expenses and collective promotion fund and business inter-segment transactions), the (loss) / profit from the total initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest decreased by ARS 151,432 million (103.9%), from a profit of ARS 145,804 million in the fiscal year ended June 30, 2022 to a loss of ARS 5,628 million in the fiscal year ended June 30, 2023.

Such variation was mainly as a result of:

· A decrease in profits from crops production of ARS 81,478 million, both from Argentina due to the effect of the drought, evidencing a decrease in yields and margins in Corn, and from Brazil, mainly due to higher costs (fertilisers, services and labour, mainly associated with the increase in the price of gasoil in the fiscal year ended June 30, 2023, compared to the fiscal year ended June 30, 2022) in the face of a slight increase in yields and cultivated area, and beans due to a lower cultivated area, yields and prices;

· A decrease in profits from sugarcane production of ARS 51,740 million, mainly due to lower prices and a decrease in the volume produced and marketed due to the burning of sugar cane plantations as a result of high temperatures; and

· A decrease in profits from production and cattle holding for ARS 18,214 million, mainly due to the result in Argentina, where cattle prices had a downward trend in during the fiscal year ended June 30, 2023, which was accentuated by the inflationary effect, accompanied by a lower production due to weather conditions.

Changes in the net realizable value of agricultural produce after harvest 2023 vs. 2022

Loss from total changes in the net realizable value of agricultural produce after harvest, according to information by segments, increased by ARS 6,576 million (41.1%), from a loss of ARS 16,007 million in the fiscal year ended June 30, 2022 to a loss of ARS 9,431 million in the fiscal year ended June 30, 2023.

Such variation is mainly generated by Argentina, due to prices performed better than inflation in the months with the highest stock levels, mainly of Corn.

163

Gross profit 2023 vs. 2022

Agricultural Business

Agricultural Production. Gross profit from this segment decreased by 91.4% from a profit of ARS 155,403 million in the fiscal year ended June 30, 2022 to a profit of ARS 13,372 million in the fiscal year ended June 30, 2023.

Land Transformation and Sales. Loss profit from this segment increased by 28.6% from a loss of ARS 385 million in the fiscal year ended June 30, 2022 to a loss of ARS 275 million in the fiscal year ended June 30, 2023.

Others. Gross profit from this segment increased by 25.2% from a profit of ARS 28,890 million in the fiscal year ended June 30, 2022 to a profit of ARS 36,175 million in the fiscal year ended June 30, 2023.

Urban Properties and Investment Business

Shopping Malls. Gross profit from the Shopping Malls segment increased by 29.5%, from a profit of ARS 126,862 million during the fiscal year ended June 30, 2022, to an ARS 164,309 million profit during the fiscal year ended June 30, 2023, mainly as a result of increased revenues and higher public attendance in shopping malls. Gross profit from the Shopping Malls segment, measured as a percentage of revenues from this segment, increased from 91.4% positive during the fiscal year ended June 30, 2022, to 93.2% positive during the fiscal year ended June 30, 2023.  

Offices. Gross profit from the Offices segment decreased by 29.0%, from a profit of ARS 22,010 million during the fiscal year ended June 30, 2022, to an ARS 15,623 million profit during the fiscal year ended June 30, 2023. Gross profit from the Offices segment, measured as a percentage of revenues from this segment, increased from 90.4% positive during the fiscal year ended June 30, 2022, to 91.7% positive during the fiscal year ended June 30, 2023.

Sales and developments. Gross profit from the Sales and Developments segment increased by 756.9%, from a profit of ARS 1,322 million during the fiscal year ended June 30, 2022, to an ARS 11,328 million profit during the fiscal year ended June 30, 2023. Gross profit from the Sales and Developments segment, measured as a percentage of revenues from this segment, increased from 22.1% positive during the fiscal year ended June 30, 2022, to 69.6% positive during the fiscal year ended June 30, 2023.

Hotels. Gross profit from the Hotels segment increased by 86.6%, from a profit of ARS 14,633 million during the fiscal year ended June 30, 2022, to an ARS 27,300 million profit during the fiscal year ended June 30, 2023. Gross profit from the Hotels segment, measured as a percentage of revenues from this segment, increased from 42.5% positive during the fiscal year ended June 30, 2022, to 49.1% positive during the fiscal year ended June 30, 2023.

Others. Gross profit / (loss) from the Others segment increased by 126.1%, from a loss of ARS 2,691 million during the fiscal year ended June 30, 2022, to a profit of ARS 702 million during the fiscal year ended June 30, 2023. Gross profit / (loss) from the Others segment, measured as a percentage of revenues from this segment, increased from 195.3% negative during the fiscal year ended June 30, 2022, to 20.2% positive during the fiscal year ended June 30, 2023.

The variations described in this section relate to the previously mentioned effects on revenues and costs.

Net (loss)/gain from changes in the fair value of investment properties 2023 vs. 2022

Agricultural Business

According to information by segments (taking into account all our joint ventures and inter-segment eliminations), the total net (loss) / gain from changes in the fair value of investment properties decreased by ARS 28,511 million (144.7%), from a net profit of ARS 19,707 million in the fiscal year ended June 30, 2022 to a net loss of ARS 8,804 million in the fiscal year ended June 30, 2023, mainly caused by the lower valuation of farmlands through BrasilAgro due to a decrease in commodity prices.

Urban Properties and Investment Business

Total consolidated net (loss) / gain from fair value adjustment of investment properties, according to the income statement, decreased by ARS 296,302 million, from a net gain of ARS 113,110 million during the fiscal year ended June 30, 2022, to a net loss of ARS 183,192 million during the fiscal year ended June 30, 2023.

According to information by segments, the net (loss) / gain from fair value adjustment of investment properties went from a gain of ARS 102,522 million (out of which an ARS 4,429 million gain derives from our Shopping Malls segment; an ARS 42,162 million loss from our Offices segment; an ARS 139,774 million gain from our Sales and Developments segment and an ARS 481 million gain from our Others segment) during the fiscal year ended June 30, 2022, to a loss of ARS 190,751 million during the fiscal year ended June 30, 2023 (out of which an ARS 41,496 million loss derives from our Shopping Malls segment; an ARS 18,409 million loss from our Offices segment; an ARS 130,426 million loss from our Sales and Developments segment and an ARS 420 million loss from our Others segment).

164

The net impact in the peso values of our shopping malls was primarily a consequence of: (i) an improvement in the estimate of the perpetual dollar discount rate, and (ii) more favorable macroeconomic projections in relation to the projected real exchange rate, (iii) this was partially offset by the moderation of the projected growth rate of some shopping malls.

The Argentine market for offices, land reserves, and other properties is a liquid market, in which a great number of counterparties participate carrying out sale-purchase transactions. This situation results in significant and representative sale-purchase prices. This situation allows for the observation of relevant and representative buy-sell prices in the market. In this regard, the “Market Approach” technique (comparable market values) is employed to determine the fair value of the Offices and Other segment, with the price per square meter being the most representative metric.

In our Sales and Development segment, for the fiscal year ended June 30, 2023, the net result from changes in the fair value of investment properties decreased mainly due to the sale of floors in the “261 Della Paolera” tower, unlike the fiscal year ended June 30, 2022, when it was increased mainly by the value of Ramblas del Plata (former “Costa Urbana”) and the sale of the República Building.

Gain from disposal of farmlands 2023 vs. 2022

The total gain from disposal of farmlands, according to the income statement and the information by segment (taking into account all our joint ventures and inter-segment eliminations), increased by ARS 11,737 million (26.6%), from ARS 44,088 million in the fiscal year ended June 30, 2022 to ARS 55,825 million in the fiscal year ended June 30, 2023.

Fiscal year ended June 30, 2023

·	On October 6, 2022, BrasilAgro completed the sale of a fraction of 863 hectares (498 arable hectares) of the "Morotí" farm located in the State of Boquerón, Paraguay. The sale value was USD 1.5 million and the buyer made an initial payment of USD 748.5 thousand. The remaining balance will be paid in three equal annual installments. This fraction of the field was valued on the books at BRL 853 thousand. After this operation, a remainder of 58,722 hectares of this field remains in the hands of BrasilAgro.
·	On November 8, 2022, BrasilAgro signed a contract for the sale of 1,965 hectares (1,423 arable hectares) of the Rio do Meio farm, a rural property located in the municipality of Correntina – Bahia. The value to be paid was set at 291 soybeans bags, equivalent to BRL 62.4 million on the date of the transaction. The buyer made an initial payment of BRL 17.7 million. The contract establishes a schedule for the transfer of ownership and revenue is recognized in four stages. The first was completed on November 14, 2022 and a revenue of BRL 20 million was recognized. The other phases are scheduled for July of each year until 2025. This fraction of the field was valued on the books at BRL 17.8 million. After this operation, a remnant of 5,750 hectares of said farm remains in the hands of BrasilAgro.
·	In March 2023, BrasilAgro signed two contracts for the sale of the remaining surface of 5,517 hectares (4,011 arable hectares) of its Araucaria farm, located in the municipality of Mineiros, State of Goiás, Brazil.
	The first transaction was carried out on March 28, 2023, selling 5,185 hectares (3,796 arable hectares) at a value of 790 soybeans bags per arable hectare, equivalent to BRL 409.3 million on the date of the transaction. The amounts will be paid in 7 installments, the first on July 30, 2023 and the second on August 16, 2023 and the rest are scheduled for March 1 of each year until 2028. The domain transfer was made on June 15, 2023.
	The second transaction was carried out on March 29, 2023, in which 332 hectares (215 arable hectares) were sold for a value of 297 soybeans bags per arable hectare, equivalent to BRL 8.5 million on the date of the transaction. The amounts will be paid in 5 installments, the first was collected on April 14, 2023 and the others are scheduled for March 30 of each year until 2027. The domain transfer was made on May 31, 2023.
·	On June 29, 2023, BrasilAgro completed the sale of 4,408 hectares (3,202 arable hectares) of the ¨Jatobá VII¨ form, located in the municipality of Jaborandi – Bahia. The sale value was BRL 121.6 million (equivalent to 952,815 soybean bags). Payments will be in BRL and made in 7 annual installments, making the the first of them at the time of signing the contract. The remaining installments are scheduled for July 31 of each year until 2029.

165

Fiscal year ended June 30, 2022

· On December 29, 2021, BrasilAgro sold 4,573 hectares (2,859 cultivable hectares) of the Rio do Meio farm, a rural property located in the Municipality of Correntina. The agreement signed on September 1, 2021 set the price of the area at 714,835 bags of soybeans, equivalent to BRL 130 million on the date of the transaction. Payments were divided into 13 installments, the first in the form of an advance and the rest in 12 semi-annual payments due in June and October, with the last installment on October 10, 2027. The gain recognized for the sale amounted to BRL 58 million.

· On October 8, 2021, BrasilAgro sold an area of 3,723 hectares (2,694 cultivable hectares) of the Alto Taquari farm, a rural property located in the Municipality of Alto Taquari - state of Mato Grosso. The total amount of the sale was 1,100 bags of soybeans per arable hectare or BRL 589 million (BRL 218,641 / arable ha). The handover of possession of the areas and, consequently, the recognition of sales income will be carried out in two stages. In October 2021 with 2,566 hectares (1,537 cultivable hectares), for an approximate amount of BRL 336 million and September 2024 with 1,157 cultivable hectares, for an approximate value of BRL 253 million. BrasilAgro will continue to operate the areas until handover. During the fiscal year ended June 30, 2022, the portion corresponding to the first stage is recognized as a gain

General and administrative expenses 2023 vs. 2022

Agricultural Business

Agricultural Production. General and administrative expenses associated with the Agricultural Production segment decreased by 3.6 %, from ARS 18,134 million in the fiscal year ended June 30, 2022 to ARS 17,480 million in the fiscal year ended June 30, 2023, mainly due to an ARS 932 million increase in expenses associated with crop operations; an ARS 25 million increase in expenses associated with sugarcane operations; an ARS 3 million decrease in expenses associated with cattle activities; and a ARS 1,608 million decrease in expenses associated with the agricultural lease and services business. General and administrative expenses of the Agricultural Production segment, measured as a percentage of revenues from this segment, increased from 4.4% during the fiscal year ended June 30, 2022 to 6.3% during the fiscal year ended June 30, 2023.

Land Transformation and Sales. General and administrative expenses associated with the Land Transformation and Sales segment decreased by 18.8% from ARS 64 million during the fiscal year ended June 30, 2022 to ARS 52 million during the fiscal year ended June 30, 2023.

Corporate. General and administrative expenses associated with the Corporate segment decreased by 12.4%, from ARS 5,919 million during the fiscal year ended June 30, 2022 to ARS 5,187 million during the fiscal year ended June 30, 2023.

Others. General and administrative expenses associated with the Others segment increased by 41.9%, from ARS 6,223 million during the fiscal year ended June 30, 2022 to ARS 8,831 million during the fiscal year ended June 30, 2023. General and administrative expenses of the Others segment, measured as a percentage of revenues from this segment, increased from 5.8% during the fiscal year ended June 30, 2022 to 8.9% during the fiscal year ended June 30, 2023.

Urban Properties and Investment Business

Shopping Malls. General and administrative expenses of Shopping Malls increased by 8.3%, from ARS 22,923 million during the fiscal year ended June 30, 2022, to ARS 24,826 million during the fiscal year ended June 30, 2023, mainly due to: (i) an increase of ARS 1,403 million in salaries, social security charges and other personnel administrative expenses; (ii) an increase of ARS 927 million in fees payable to directors; and (iii) an increase in bank expense of ARS 101 million; partially offset by: (iv) a decrease of ARS 248 million in maintenance, security, cleaning, repairs and other expenses; (v) a decrease in traveling, transportation and stationery of ARS 124 million; and (vi) a decrease in amortization and depreciation charges of ARS 105 million. General and administrative expenses of Shopping Malls, measured as a percentage of revenues from such segment, decreased from 16.5% during the fiscal year ended June 30, 2022, to 14.1% during the fiscal year ended June 30, 2023. The variation is mainly explained by the increase in salaries. Unlike previous years, salary updates were given to employees in June 2023, which also had an impact on the bonuses provided.

166

Offices. General and administrative expenses of our Offices segment increased by 1.6%, from ARS 3,052 million during the fiscal year ended June 30, 2022, to ARS 3,102 million during the fiscal year ended June 30, 2023, mainly as a result of: (i) an increase of ARS 195 million in salaries, social security charges and other personnel administrative expenses; (ii) an increase in fees payable to directors of ARS 125 million; partially offset by: (iii) a decrease in amortization and depreciation charges of ARS 268 million. General and administrative expenses, measured as a percentage of revenues from the same segment, increased from 12.5% during the fiscal year ended June 30, 2022, to 18.2% during the fiscal year ended June 30, 2023. The variation is mainly explained by the increase in salaries. Unlike previous years, salary updates were given to employees in June 2023, which also had an impact on the bonuses provided.

Sales and Developments. General and administrative expenses associated with our Sales and Developments segment increased by 12.2%, from ARS 8,474 million during the fiscal year ended June 30, 2022, to ARS 9,511 million during the fiscal year ended June 30, 2023. General and administrative expenses, measured as a percentage of revenues from the same segment, decreased from 141.8% during the fiscal year ended June 30, 2022, to 58.4% during the fiscal year ended June 30, 2023.

Hotels. General and administrative expenses associated with our Hotels segment increased by 108.1%, from ARS 5,847 million during the fiscal year ended June 30, 2022, to ARS 12,168 million during the fiscal year ended June 30, 2023, mainly as a result of: (i) an ARS 3,151 million increase in fees payable to directors; (ii) an ARS 1,427 million increase in fees and compensation for services; and (iii) an ARS 881 million increase in taxes, rates and contributions; (iv) an ARS 558 million increase in salaries, social security charges and other personnel administrative expenses; and (v) an ARS 226 million increase in in maintenance, security, cleaning, repairs and other expenses. General and administrative expenses associated with the Hotels segment, measured as a percentage of revenues from this segment, increased from 17.0% during the fiscal year ended June 30, 2022, to 21.9% during the fiscal year ended June 30, 2023.

Others. General and administrative expenses associated with our Others segment increased by 752.5%, from ARS 2,691 million during the fiscal year ended June 30, 2022, to ARS 22,942 million during the fiscal year ended June 30, 2023, mainly due to (i) an increase of ARS 18,539 million in payable to directors; (ii) an ARS 1,939 million increase in salaries, social security charges and other personnel administrative expenses; (iii) an ARS 253 million increase in maintenance, security, cleaning, repairs and other expenses; partially offset by: (iv) a decrease of ARS 421 million in taxes, rates and contributions.

Selling expenses 2023 vs. 2022

Agricultural Business

Agricultural Production. Selling expenses from the Agricultural Production segment decreased by 27.0% from ARS 34,908 million in the fiscal year ended June 30, 2022 to ARS 25,498 million in the fiscal year ended June 30, 2023, mainly as a result of a ARS 8,595 million decrease in selling expenses related with crop operations, an ARS 194 million increase in expenses for sugarcane operations, a ARS 210 million decrease in selling expenses for cattle and a ARS 799 million decrease in selling expenses associated with leases and agricultural services. Selling expenses of the Agricultural Production segment, measured as a percentage of revenues from this segment, increased from 8.5% during the fiscal year ended June 30, 2022 to 9.2% during the fiscal year ended June 30, 2023.

Land Transformation and Sales. Selling expenses from the Land Transformation and Sales segment decreased by 96.8%, from ARS 1,514 million in the fiscal year ended June 30, 2022 to ARS 48 million in the fiscal year ended June 30, 2023.

Others. Selling expenses from the Others segment increased by 22.8% from ARS 7,473 million in the fiscal year ended June 30, 2022 to ARS 9,177 million in the fiscal year ended June 30, 2023, mainly due to the increase of ARS 1,704 million in selling expenses related to other segments. Selling expenses from the Others segment, measured as a percentage of revenues from this segment, increased from 7.0% during the fiscal year ended June 30, 2022 to 9.2% during the fiscal year ended June 30, 2023.

167

Urban Properties and Investment Business

Shopping Malls. Selling expenses of the Shopping Malls segment increased by 18.7%, from ARS 6,784 million during the fiscal year ended June 30, 2022, to ARS 8,055 million during the fiscal year ended June 30, 2023, mainly as a result of: (i) an increase in the charge of taxes, rates and contributions of ARS 826 million; ii) an increase in the salaries, social security charges and other personnel administrative expenses of ARS 693 million; (iii) an increase in the charge of doubtful accounts of ARS 575 million; partially offset by: (iv) a decrease in the charge of publicity, advertising and other commercial expenses of ARS 848 million. Selling expenses, measured as a percentage of revenues from the Shopping Malls segment, decreased from 4.9% during the fiscal year ended June 30, 2022, to 4.6% during the fiscal year ended June 30, 2023.

Offices. Selling expenses associated with our Offices segment decreased by 38.7%, from ARS 625 million during the fiscal year ended June 30, 2022, to ARS 383 million during the fiscal year ended June 30, 2023. Such variation was mainly generated as a result of: (i) an ARS 256 million decrease in the charge of taxes, rates and contributions; (ii) a decrease in the charge of publicity, advertising and other commercial expenses of ARS 88 million; partially offset by: (iii) an ARS 78 million increase in salaries, social security and other personnel administrative expenses and (iv) a decrease in the charge of doubtful accounts of ARS 37 million. Selling expenses associated with our Offices segment, measured as a percentage of revenues from this segment, decreased from 2.6% during the fiscal year ended June 30, 2022, to 2.2% during the fiscal year ended June 30, 2023.

Sales and Developments. Selling expenses associated with our Sales and Developments segment decreased by 43.5%, from ARS 7,385 million during the fiscal year ended June 30, 2022, to ARS 4,172 million during the fiscal year ended June 30, 2023. Such variation was mainly generated by: (i) an ARS 2,245 million decrease in the charge of taxes, rates and contributions; and (ii) a decrease of ARS 976 million in fees and compensation for services. Selling expenses associated with our Sales and Developments segment, measured as a percentage of revenues from this segment, decreased from 123.6% during the fiscal year ended June 30, 2022, to 25.6% during the fiscal year ended June 30, 2023.

Hotels. Selling expenses associated with our Hotels segment increased by 40.2%, from ARS 2,723 million during the fiscal year ended June 30, 2022, to ARS 3,819 million during the fiscal year ended June 30, 2023, mainly as a result of: (i) an ARS 394 million increase in fees and compensation for services; (ii) an ARS 308 million increase in salaries, social security and other personnel administrative expenses; (iii) an ARS 290 million increase in taxes, rates and contributions; and (iv) an ARS 45 million increase in publicity, advertising and other commercial expenses. Selling expenses associated with our Hotels segment, measured as a percentage of revenues from this segment, decreased from 7.9% during the fiscal year ended June 30, 2022, to 6.9% during the fiscal year ended June 30, 2023.

Others. Selling expenses associated with our Others segment decreased by 2.3%, from ARS 441 million during the fiscal year ended June 30, 2022, to ARS 431 million during the fiscal year ended June 30, 2023. Selling expenses associated with our Others segment, measured as a percentage of revenues from this segment, decreased from 32.0% during the fiscal year ended June 30, 2022, to 12.4% during the fiscal year ended June 30, 2023.

Other operating results, net 2023 vs. 2022

Agricultural Business

Agricultural Production. Other operating results, net, associated with our Agricultural Production segment increased by ARS 17,423 million, from a loss of ARS 16,798 million in the fiscal year ended June 30, 2022 to a profit of ARS 625 million in the fiscal year ended June 30, 2023.

Land Transformation and Sales. Other operating results, net, from this segment decreased by ARS 17,963 million from a profit of ARS 8,578 million in the fiscal year ended June 30, 2022 to a loss of ARS 9,385 million in the fiscal year ended June 30, 2023.

Others. Other operating results, net, associated with the Others segment increased by ARS 768 million, from a profit of ARS 1,506 million in the fiscal year ended June 30, 2022 to a profit of ARS 2,274 million in the fiscal year ended June 30, 2023.

168

Urban Properties and Investment Business

Shopping Malls. Other operating results, net associated with our Shopping Malls segment decreased by 91.1%, from a net loss of ARS 1,137 million during the fiscal year ended June 30, 2022, to a net loss of ARS 2,173 million during the fiscal year ended June 30, 2023, mainly as a result of: (i) an increase of ARS 2,012 million in the loss for lawsuits; (ii) an increase of ARS 213 million in donations, partially offset by; (iii) an increase of ARS 1,272 million in interest and allowance generated by operating credits. Other operating results, net, from this segment, as a percentage of revenues from this segment, increased from 0.8% negative during the fiscal year ended June 30, 2022, to 1.2% negative during the fiscal year ended June 30, 2023.

Offices. Other operating results, net associated with our Offices segment decreased by 39.1%, from a net loss of ARS 184 million during the fiscal year ended June 30, 2022, to a net loss of ARS 256 million during the fiscal year ended June 30, 2023, mainly as a consequence of (i) an increase of ARS 106 million in the loss for lawsuits; partially offset by: (ii) a decrease of ARS 18 million in donations. Other operating results, net from this segment, as a percentage of the revenues from this segment, increased from 0.8% negative during the fiscal year ended June 30, 2022, to 1.5% negative during the fiscal year ended June 30, 2023.

Sales and Developments. Other operating results, net associated with our Sales and Developments segment decreased by 755.2%, from a net loss of ARS 384 million during the fiscal year ended June 30, 2022, to a net loss of ARS 3,284 million during the fiscal year ended June 30, 2023, mainly due to (i) a loss from disposal of property, plant and equipment for ARS 2,543 million which corresponds to the sale of the 8th floor of the tower “261 Della Paolera” (located in the Catalinas neighborhood of the Autonomous City of Buenos Aires) occupied by IRSA; and (ii) a credit for the late payment penalty in the barter agreement with FIDEICOMISO ESQUINA GUEMES for ARS 513 million. Other operating results, net from this segment, as a percentage of the revenues of this segment, increased from 6.4% negative during the fiscal year ended June 30, 2022, to 20.2% negative during the fiscal year ended June 30, 2023.

Hotels. Other operating results, net associated with the Hotels segment decreased by 12.3%, from a net loss of ARS 473 million during the fiscal year ended June 30, 2022, to a net loss of ARS 531 million during the fiscal year ended June 30, 2023, mainly due to lower revenues in other operating income of ARS 67 million. Other operating results, net from this segment, as a percentage of the revenues from this segment, decreased from 1.4% negative during the fiscal year ended June 30, 2022, to 1.0% negative during the fiscal year ended June 30, 2023.

Others. Other operating results, net associated with the Others segment decreased by 966.3%, from a net profit of ARS 2,403 million during the fiscal year ended June 30, 2022, to a net loss of ARS 20,817 million during the fiscal year ended June 30, 2023, mainly due to (i) an increase in the loss for lawsuits for ARS 23,474 million due to the constitution of a provision for the IDBD lawsuit; and (ii) a lower income from the royalty corresponding to La Rural S.A.; partially offset by (iii) the realization of currency translation adjustment due to the liquidation of Condor, Real Estate Investment Group VII LP and Jiwin S.A. generating a positive result of ARS 1,588 million. Other operating results, net from this segment, as a percentage of the revenues from this segment, increased from 174.4% positive during the fiscal year ended June 30, 2022, to 599.2% negative during the fiscal year ended June 30, 2023.

Management fees 2023 vs. 2022

The Company entered into a management agreement with Consultores Asset Management S.A., which provides for payment of fees equivalent to 10% of our profits from our separate statement of income for advisory services in relation to any matters related to business and investments, such as farming, real estate, finance, hotel, etc. Management fees amounted to ARS 17,683 million and ARS 33,388 million for the fiscal years ended June 30, 2023 and 2022, respectively.

Operating results 2023 vs. 2022

Agricultural Business

Agricultural Production. Operating results of the Agricultural Production segment decreased by ARS 114,544 million, from a profit of ARS 85,563 million in the fiscal year ended June 30, 2022 to a loss of ARS 28,981 million in the fiscal year ended June 30, 2023.

Land Transformation and Sales. Operating results of the Land Transformation and Sales segment decreased by ARS 33,149 million, from a profit of ARS 70,410 million in the fiscal year ended June 30, 2022 to a profit of ARS 37,261 million in the fiscal year ended June 30, 2023.

Corporate. Operating results of this Corporate segment increased by ARS 732 million from a loss of ARS 5,919 million in the fiscal year ended June 30, 2022 to a loss of ARS 5,187 million in the fiscal year ended June 30, 2023.

Others. Operating results of the Others segment increased by ARS 3,741 million from a ARS 16,700 million in the fiscal year ended June 30, 2022 to ARS 20,441 million in the fiscal year ended June 30, 2023.

169

Urban Properties and Investment Business

Shopping Malls. Operating results associated with the Shopping Malls segment decreased by 12.6%, from a net profit of ARS 100,447 million during the fiscal year ended June 30, 2022, to a net profit of ARS 87,759 million during the fiscal year ended June 30, 2023.

Offices. Operating results associated with our Offices segment increased by 72.8%, from a net loss of ARS 24,013 million during the fiscal year ended June 30, 2022, to a net loss of ARS 6,527 million during the fiscal year ended June 30, 2023. Such variation was mainly due to an ARS 26,289 million decrease in the loss from fair value adjustments of investment properties. Operating results associated with the Offices segment, as a percentage of revenues from such segments, decreased from 98.6% negative during the fiscal year ended June 30, 2022, to 38.3% negative during the fiscal year ended June 30, 2023.

Sales and Developments. Operating results associated with our Sales and Developments segment decreased by 209.0%, from a net profit of ARS 124,853 million during the fiscal year ended June 30, 2022, to a net loss of ARS 136,065 million during the fiscal year ended June 30, 2023. Such decrease is mainly due to the (loss) / gain from fair value adjustments of investment properties. Operating results associated with the Sales and Developments segment, as a percentage of revenues from this segment, decreased from 2,089.6% positive during the fiscal year ended June 30, 2022, to 835.8% negative during the fiscal year ended June 30, 2023.

Hotels. Operating results associated with the Hotels segment increased by 92.9%, from a net profit of ARS 5,590 million during the fiscal year ended June 30, 2022, to a net profit of ARS 10,782 million during the fiscal year ended June 30, 2023. Such increase is mainly due to a higher occupancy with a consequent increase in revenues, reaching, for the most part, pre-pandemic occupancy levels. Operating results associated with the Hotels segment, as a percentage of revenues from such segment, increased from 16.2% positive during the fiscal year ended June 30, 2022, to 19.4% positive during the fiscal year ended June 30, 2023.

Others. Operating results associated with the Others segment decreased from a net loss of ARS 2,939 million during the fiscal year ended June 30, 2022, to a net loss of ARS 43,908 million during the fiscal year ended June 30, 2023. Such decrease is mainly due to the increase in administrative expenses and a negative result in other operating results, net

Share of profit / (loss) of associates and joint ventures 2023 vs. 2022

Agricultural Business

According to information by segments (taking into account all our joint ventures and inter-segment eliminations), the total share of (loss) / profit of associates and joint ventures decreased by ARS 5,147 million (397.8%), from a profit of ARS 1,294 million in the fiscal year ended June 30, 2022 to a loss of ARS 3,853 million in the fiscal year ended June 30, 2023.

Agricultural Production. The share of (loss) / profit of associates and joint ventures in the Agricultural Production segment decreased by 172.9% from a profit of ARS 862 million in the fiscal year ended June 30, 2022 to a loss of ARS 628 million in the fiscal year ended June 30, 2023.

Others. The share (loss) / profit of associates and joint ventures in the Others segment decreased by 846.5% from a profit of ARS 432 million in the fiscal year ended June 30, 2022 to a loss of ARS 3,225 million in the fiscal year ended June 30, 2023.

Urban Properties and Investment Business

The share of profit / (loss) of associates and joint ventures, according to the income statement, increased by 443.0%, from a net loss of ARS 2,840 million during the fiscal year ended June 30, 2022 to a net profit of ARS 9,742 million during the fiscal year ended June 30, 2023, mainly due to the positive results from the Others segment.

Also, the net share of loss of joint ventures, mainly from Nuevo Puerto Santa Fe S.A. (Shopping Malls segment), Quality Invest S.A. and Cyrsa S.A. and Puerto Retiro S.A. (Sales and Developments segment), showed a 28.3% increase, from a loss of ARS 6,572 million during the fiscal year ended June 30, 2022, to a loss of ARS 4,709 million during the fiscal year ended June 30, 2023, mainly due to results from the joint venture Quality Invest S.A., mainly attributable to the (loss) / gain from fair value adjustments of investment properties.

Shopping Malls. In the information by segments, the share of profit / (loss) of the joint venture Nuevo Puerto Santa Fe S.A. is recorded on a consolidated basis, line by line in this segment.

170

Offices. This segment does not show results from the share of profit / (loss) of associates and joint ventures.

Sales and Developments. The share of profit / (loss) of the joint ventures Quality Invest S.A., Cyrsa S.A. and Puerto Retiro S.A is recorded on a consolidated basis, line by line.

Hotels. This segment does not show results from the share of profit / (loss) of associates and joint ventures.

Other. The share of profit of associates from the Others segment increased by 287.2%, from a net profit of ARS 3,732 million during the fiscal year ended June 30, 2022, to a net profit of ARS 14,449 million during the fiscal year ended June 30, 2023, mainly as a result of the variation from our investments in GCDI by ARS 6,221 million positive, Banco Hipotecario by ARS 4,457 positive partially offset by our investment in Condor by ARS 3,116 million negative.

Financial results, net 2023 vs. 2022

The Company financial results, net recorded a variation of ARS 85,595 million, from a profit of ARS 175,754 million in the fiscal year ended June 30, 2022 to a profit of ARS 90,159 million in the fiscal year ended June 30, 2023. This was mainly due to: (i) a decrease in foreign exchange rate, net in the Agricultural Business and Urban Properties and Investment Business of ARS 161,284 million, from a profit of ARS 235,868 million, to a profit of ARS 74,584 million because of the appreciation of the peso against the dollar in real terms, compared to the devaluation in fiscal year ended June 30, 2022; partially offset by: (ii) a profit of ARS 41,526 million corresponding to the inflation adjustment.

Income Tax 2023 vs. 2022

The Company adopts the deferred tax method to calculate the income tax for the reported periods, thus recognizing temporary differences as tax assets and liabilities. The income tax charge for the year went from a loss of ARS 15,833 million during the fiscal year ended June 30, 2022, to a profit of ARS 270,180 million during the fiscal year ended June 30, 2023, out of which a gain of ARS 30,157 million derives from the agricultural business and a profit of ARS 240,023 million derives from the urban properties and investment. During the fiscal year ended June 30, 2023, IRSA determined it was appropriate to reverse the provision for the income tax registered as of June 30, 2022. In addition, for the year ended June 30, 2023, IRSA applied the systemic and integral inflation adjustment criteria as the restatement of its accumulated losses. See Note 23 to the Consolidated Financial Statements as June 30, 2023 for more information.

Net profit 2023 vs. 2022

As a result of the factors described above, our net profit for the year, including the effect of discontinued operations, decreased by ARS 214,128 million from a net profit of ARS 504,586 million in the fiscal year ended June 30, 2022 to a net profit of ARS 290,458 million in the fiscal year ended June 30, 2023, out of which a profit of ARS 79,930 million derives from the agricultural business, and a profit of ARS 210,528 million derives from the urban properties and investment business.

B. Liquidity and Capital Resources

Liquidity

Our main sources of liquidity have historically been:

· cash generated by operations;

· cash generated by our issuance of common shares and non-convertible notes;

· cash proceeds from borrowings (including cash from bank loans and overdrafts) and financing arrangements (including cash from the exercise of warrants); and

· cash proceeds from sale of investment and trading properties and property, plant and equipment (including cash proceeds from the sale of farmlands).

171

Our main cash requirements or uses (other than in connection with our operating activities) have historically been:

· acquisition of subsidiaries and non-controlling interest in subsidiaries;

· acquisition of interest in associates and joint ventures;

· capital contributions to associates and joint ventures;

· capital expenditures in property, plant and equipment (including acquisitions of farmlands) and investment and trading properties;

· payments of short-term and long-term debt and payment of the related interest expense; and

· payment of dividends.

Our liquidity and capital resources include our cash and cash equivalents, proceeds from operating activities, sales of investment properties, trading properties and farms, obtained bank borrowings, long-term debts incurred and capital funding.

Our material cash requirements from known contractual and other obligations mainly consist of obligations under our borrowings. As of June 30, 2024, we expected to incur a total of ARS 822,535 million under our borrowings, consisting of ARS 346,944 million due within one year, ARS 453,620 million due within one to four years, ARS 7,283 million due within four to five years, and ARS 14,688 million due within more five years.

Cash Flow Information

The table below shows our cash flow for the fiscal years ended June 30, 2024, 2023 and 2022:

	(in millions of ARS)
	06.30.2024			06.30.2023			06.30.2022
Net cash generated from operating activities		68,610			133,654			174,664
Net cash generated from investing activities		92,572			55,417			103,270
Net cash used in financing activities		(208,529	)		(337,137	)		(296,477	)
Net decrease in cash and cash equivalents		(47,347	)		(148,066	)		(18,543	)

As of June 30, 2024, we had positive working capital of ARS 48,795 million (calculated as current assets less current liabilities as of such date).

As of June 30, 2024, in our Agricultural Business, we had positive working capital of ARS 94,793 million (calculated as current assets less current liabilities as of such date).

As of June 30, 2024, in our Urban Properties and Investments Business, had negative working capital of ARS 45,998 million (calculated as current assets less current liabilities as of such date).

At the same date, our Agricultural Business had cash and cash equivalents of ARS 86,338 million and our Urban Properties and Investments Business had cash and cash equivalents of ARS 28,297 million.

Operating activities

Fiscal year ended June 30, 2024

Our operating activities for the fiscal year ended June 30, 2024 generated net cash inflows of ARS 68,610 million, mainly due to (i) an operating income for ARS 117,584 million, (ii) a decrease in trade and other receivables for ARS 100,191 million, (iii) a decrease in biological assets for ARS 65,701 million, partially offset by (iv) a decrease in trade and other payables for ARS 167,868 million, (v) an increase in inventories for ARS 24,055 million, (vi) a decrease in salaries and social security liabilities for ARS 9,646 million, and (vii) income tax paid for ARS 8,469 million.

172

Fiscal year ended June 30, 2023

Our operating activities for the fiscal year ended June 30, 2023 generated net cash inflows of ARS 133,954 million, mainly due to (i) an operating income for ARS 177,205 million, (ii) a decrease in biological assets for ARS 83,379 million, (iii) a decrease in trade and other receivables for ARS 42,462 million partially offset by (iv) a decrease in trade and other payables for ARS 127,409 million, (v) income tax paid for ARS 21,486 million, (vi) a decrease in lease liabilities for ARS 13,709 million, and (vii) an increase in inventories for ARS 8,991 million.

Fiscal year ended June 30, 2022

Our operating activities for the fiscal year ended June 30, 2022 generated net cash inflows of ARS 174,664 million, mainly due to (i) a decrease in biological assets for ARS 186,441 million, (ii) a decrease in trade and other receivables for ARS 36,666 million, (iii) an operating income for ARS 28,048 million partially offset by (iv) a decrease in trade and other payables for ARS 53,047 million, (v) a decrease in lease liabilities for ARS 15,259 million, and (vi) income tax paid for ARS 9,827 million.

Investment activities

Fiscal year ended June 30, 2024

Our investing activities resulted in net cash inflows of ARS 92,572 million for the fiscal year ended June 30, 2024, mainly due to (i) ARS 566,015 million proceeds from disposal of investments in financial assets, (ii) ARS 78,064 million derived from proceeds from sales of property, plant and equipment, (iii) ARS 35,809 million derived from proceeds from sales of investment properties, (iv) ARS 23,781 million derived from proceeds from the sale of participation in joint ventures, (v) ARS 19,503 million derived from interest received from financial assets, partially offset by (vi) ARS 553,671 million used in the acquisition of investments in financial assets, and (vii) ARS 78,382 million used in the acquisition and improvement in property, plant and equipment.

Fiscal year ended June 30, 2023

Our investing activities resulted in net cash inflows of ARS 55,417 million for the fiscal year ended June 30, 2023, mainly due to (i) ARS 194,173 million proceeds from disposal of investments in financial assets, (ii) ARS 84,129 million derived from proceeds from sales of investment properties, (iii) ARS 66,292 million derived from proceeds from sales of property, plant and equipment, partially offset by (iv) ARS 205,928 million used in the acquisition of investments in financial assets, (v) ARS 67,614 million used in the acquisition and improvement in property, plant and equipment and (vi) acquisitions and improvement of investment properties for ARS 21,935 million.

Fiscal year ended June 30, 2022

Our investing activities resulted in net cash inflows of ARS 103,270 million for the fiscal year ended June 30, 2022, mainly due to (i) ARS 208,060 million derived from proceeds from sales of investment properties, (ii) ARS 144,882 million proceeds from disposal of investments in financial assets, (iii) dividends collected from associates and joint ventures for ARS 29,314 million, (iv) ARS 23,020 million derived from proceeds from sales of property, plant and equipment, partially offset by (v) ARS 217,746 million used in the acquisition of investments in financial assets, (vi) acquisitions and improvement of investment properties for ARS 49,131 million and (vii) ARS 32,215 million used in the acquisition and improvement in property, plant and equipment.

Financing activities

Fiscal year ended June 30, 2024

Our financing activities for the fiscal year ended June 30, 2024 resulted in net cash outflows of ARS 208,529 million, mainly due to (i) the payment of borrowing and non-convertible notes for ARS 287,766 million, (ii) the payment of interest for ARS 126,241 million, (iii) dividends paid for ARS 123,587 million, partially offset by (iv) borrowings, issuance and new placement of non-convertible notes for ARS 303,868 million, and (vi) obtaining of short term loans, net for ARS 32,549 million.

173

Fiscal year ended June 30, 2023

Our financing activities for the fiscal year ended June 30, 2023 resulted in net cash outflows of ARS 337,137 million, mainly due to (i) the payment of borrowing and non-convertible notes for ARS 409,481 million, (ii) dividends paid for ARS 162,952 million, (iii) the payment of interest for ARS 127,316 million, (iv) repurchase of treasury shares for ARS 25,563 million, partially offset by (v) borrowings, issuance and new placement of non-convertible notes for ARS 372,096 million, and (vi) obtaining of short term loans, net for ARS 15,541 million.

Fiscal year ended June 30, 2022

Our financing activities for the fiscal year ended June 30, 2022 resulted in net cash outflows of ARS 296,477 million, mainly due to (i) the payment of borrowing and non-convertible notes for ARS 337,528 million, (ii) the payment of interest for ARS 129,842 million, (iii) dividends paid for ARS 66,588 million, (iv) lease liabilities paid for ARS 8,393 million, partially offset by (v) borrowings issuance and new placement of non-convertible notes for ARS 226,495 million, and (vi) obtaining of short term loans, net for ARS 18,573 million.

Capital Expenditures

Our capital expenditures were ARS 62,230 million, ARS 118,266 million and ARS 107,925 million for the fiscal years ended June 30, 2024, 2023 and 2022, respectively, including other goods and equipment acquired in business combinations.

Our capital expenditures consisted of the purchase of real estate and farms, acquisition and improvement of productive agricultural assets, construction of real estate and acquisition of land reserves.

Fiscal year ended June 30, 2024

During the fiscal year ended June 30, 2024, we invested in our Urban Properties and Investments Business ARS 16,910 million, as follows: (a) acquisitions and improvements of property, plant and equipment of ARS 3,327 million, primarily (i) ARS 493 million in buildings and facilities, (ii) ARS 1,082 million in machinery and equipment and others and (iii) improvements in our hotels Libertador, Llao Llao and Intercontinental (ARS 64 million, ARS 736 million and ARS 952 million, respectively); (b) improvements in our rental properties for ARS 9,991 million and (c) the development of properties for ARS 3,592 million.

During the fiscal year ended June 30, 2024, we invested in the Agricultural Business ARS 45,320 million mainly due to (a) acquisition and development of owner occupied farmland for ARS 24,024 million (ARS 20,985 million of subsidiary Brasilagro); (b) ARS 12,981 million in bearer plant; (c) ARS 4,211 million in other building and facilities; (d) ARS 2,317 million machinery and equipment; (e) ARS 1,379 million in vehicles, and (f) ARS 408 million in furniture and supplies.

Fiscal year ended June 30, 2023

During the fiscal year ended June 30, 2023, we invested in our Urban Properties and Investments Business ARS 25,584 million, as follows: (a) acquisitions and improvements of property, plant and equipment of ARS 2,946 million, primarily (i) ARS 41 million in buildings and facilities, (ii) ARS 1,126 million in machinery and equipment and others and (iii) improvements in our hotels Libertador, Llao Llao and Intercontinental (ARS 48 million, ARS 1,605 million and ARS 126 million, respectively); (b) improvements in our rental properties for ARS 13,033 million and (c) the development of properties for ARS 9,605 million.

During the fiscal year ended June 30, 2023, we invested in the Agricultural Business ARS 92,682 million mainly due to (a) acquisition and development of owner occupied farmland for ARS 77,434 million (ARS 73,069 million of subsidiary Brasilagro); (b) ARS 6,851 million in bearer plant; (c) ARS 4,908 million in other building and facilities; (d) ARS 2,869 million machinery and equipment; (e) ARS 338 million in vehicles, and (f) ARS 282 million in furniture and supplies.

174

Fiscal year ended June 30, 2022

During the fiscal year ended June 30, 2022, we invested in our Urban Properties and Investments Business ARS 78,437 million, as follows: (a) acquisitions and improvements of property, plant and equipment of ARS 2,683 million, primarily (i) ARS 89 million in buildings and facilities, (ii) ARS 424 million in machinery and equipment and others and (iii) improvements in our hotels Libertador, Llao Llao and Intercontinental (ARS 89 million, ARS 2,025 million and ARS 56 million, respectively); (b) improvements in our rental properties for ARS 22,674 million and (c) the development of properties for ARS 53,080 million.

During the fiscal year ended June 30, 2022, we invested in the Agricultural Business ARS 29,488 million mainly due to (a) acquisition and development of owner occupied farmland for ARS 16,923 million (ARS 16,700 million of subsidiary Brasilagro); (b) ARS 4,941 million in bearer plant; (c) ARS 3,251 million in other building and facilities; (d) ARS 3,244 million machinery and equipment; (e) ARS 992 million in vehicles, and (f) ARS 137 million in furniture and supplies.

Indebtedness

As of June 30, 2024, we had total loans in the amount of ARS 822,535 million. The following table sets forth the scheduled maturities of our outstanding debt:

Capital	Agricultural Business		Urban properties and investments		Total
	(million of ARS)
Less than 1 year		153,306		172,974		326,280
More than 1 and up to 2 years		127,314		114,319		241,633
More than 2 and up to 3 years		108,528		25,588		134,116
More than 3 and up to 4 years		32,687		44,745		77,432
More than 4 and up to 5 years		7,283		-		7,283
More than 5 years		14,688		-		14,688
		443,806		357,626		801,432
Interest
Less than 1 year		12,233		8,431		20,664
More than 1 and up to 2 years		-		3		3
More than 2 and up to 3 years		-		-		-
More than 3 and up to 4 years		-		436		436
More than 4 and up to 5 years		-		-		-
More than 5 years		-		-		-
		12,233		8,870		21,103
		456,039		366,496		822,535

	Agricultural Business		Urban properties and investments		Total
	(million of ARS)
Non-convertible notes		408,352		328,050		736,402
Bank loans and others		36,187		6,568		42,755
Bank overdrafts		7,457		25,696		33,153
Others		4,043		6,182		10,225
		456,039		366,496		822,535

175

The composition and fair value of the loans as of June 30, 2024 and June 30, 2023 are as follows:

	Book value				Fair value
	06.30.2024		06.30.2023		06.30.2024		06.30.2023
	(million of ARS)
Non-convertible notes		736,402		779,654		713,830		794,980
Bank loans		42,755		102,158		42,755		102,158
Bank overdrafts		33,153		73,472		33,153		73,472
Other borrowings		10,225		18,317		10,225		18,317
Total borrowings		822,535		973,601		799,963		988,927
Non-current		475,591		592,035
Current		346,944		381,566
Total		822,535		973,601

The following tables describe our total debt as of June 30, 2024:

Agricultural Business

Agricultural business	Currency	Annual Average Interest Rate	Nominal Value	Book value
			(in million)	(in million ARS)
Cresud’s Series XXXIII Notes	USD	6.99%	6	6,025
Cresud’s Series XXXIV Notes	USD	6.99%	12	11,470
Cresud’s Series XXXV Notes (1)	USD	3.50%	21	18,174
Cresud’s Series XXXVI Notes	USD	2.00%	41	32,981
Cresud’s Series XXXVII Notes	USD	5.50%	24	22,229
Cresud’s Series XXXVIII Notes	USD	8.00%	71	66,402
Cresud’s Series XXXX Notes	USD	0.00%	38	34,823
Cresud’s Series XXXXI Notes	ARS	Badlar + 1.00%	4,147	5,231
Cresud’s Series XXXXII Notes	USD	0.00%	30	27,380
Cresud’s Series XXXXIII Notes	ARS	Badlar + 3.00%	19,886	23,717
Cresud’s Series XXXXIV Notes	USD	6.00%	40	36,869
Cresud’s Series XXXXV Notes	USD	6.00%	10	9,352
Bank overdrafts	ARS	Float	-	7,446
Brasilagro - Notes	BRL	106.50% e 110.00% e Pré 5.37 +  TLP 100%	473	81,788
Brasilagro - Bank loans	BRL	3.24% to 6.34% + CDI to 100%	124	21,405
Brasilagro - Bank loans	BRL	3.50%	30	5,132
Brasilagro - Bank loans	BRL	Pré 6.34% to 7.64%	26	4,453
Brasilagro - Bank loans	BRL	3.76% to 6.76%	14	2,351
Brasilagro - Bank loans	USD	7.00% to 9.50%	16	2,846
FyO - Notes	USD	0.00%	35	31,911
FyO - Bank overdrafts	USD	Float	-	11
FyO - Others	USD	0.00%	4	4,043
				456,039

 (1) As of June 30, 2024, the amortization payment was made for 50% of the principal.

Urban Properties and Investments Business

Urban Properties and Investments Business	Currency	Annual Average Interest Rate	Nominal Value	Book value
			(in million)	(in million ARS)
IRSA’s 2024 Notes – Series XIII (1)	USD	3.90%	15	13,688
IRSA’s 2028 Notes – Series XIV (2)	USD	8.75%	132	121,254
IRSA’s 2025 Notes – Series XV	USD	8.00%	62	58,124
IRSA’s 2025 Notes – Series XVI	USD	7.00%	28	26,482
IRSA’s 2025 Notes – Series XVII	USD	5.00%	25	22,826
IRSA’s 2027 Notes – Series XVIII	USD	7.00%	21	19,519
IRSA’s 2025 Notes – Series XIX	ARS	Badlar + 0.99%	26,204	28,148
IRSA’s 2026 Notes – Series XX	USD	6.00%	23	20,775
IRSA’s 2025 Notes – Series XXI	ARS	Badlar + 4.50%	17,013	17,234
Loans with non-controlling interests	USD	5.00%	1	1,866
Related Party	ARS	Badlar	5	21
Related Party	USD	Libor + 2.25%	-	251
Related Party	USD	1.00%	-	251
Bank loans	ARS	25.00%	4,000	4,112
Bank loans	ARS	35.67%	2,402	2,456
Others	USD	3.50%	3	3,793
Bank overdrafts	ARS	Float	-	25,696
				366,496

(1)	As of June 30, 2024, the amortization payment was made for 50% of the principal.
(2)	As of June 30, 2024, the amortization payment was made for 17.5% of the principal.

176

Agricultural Business

Series XXXIII and XXXIV Notes

As consequence of the regulations established by the Central Bank, the issuance of the Series XXXIII and XXXIV Notes were carried out, in order to refinance the Series XXV Notes for a face value of USD 59.6 million. In this regard, the maturity and cancelation of the XXV Notes took place on July 12, 2021.

As a result of the exchange, Series XXXIV Notes were issued, which are described below:

· Series XXXIV: denominated and payable in U.S. dollars for USD 35.7 million at a fixed rate of 6.99%, with semi-annual interest payments. The principal payment was set in three installments of the capital: 33% which was paid on June 30, 2022, 33% which was paid on June 30, 2023, and 34% to pay on June 30, 2024. The issue price was 100%. On June 30, 2024, Series XXXIV Notes were fully canceled at maturity.

On July 6, 2021, we completed the exchange operation of the Series XXV Notes. The nominal value of Series XXV Notes presented and accepted on the exchange was approximately USD 18.8 million. The main characteristics of the issuance are detailed below:

· Series XXXIII Notes: denominated and payable in U.S. dollars for USD 18.8 million at a fixed rate of 6.99%, with semi-annual interest payments. The principal payment was set in three installments of the capital: 33% which was paid on July 6, 2022, 33% which was paid on July 6, 2023, and 34% to pay on July 6, 2024. The issue price was 100%. On July 6, 2024, Series XXXIII Notes were fully canceled at maturity.

Series XXXV Notes

On September 13, 2021, we issued in the local market Series XXXV Notes denominated in U.S. dollars and payable in Pesos at the applicable exchange rate for USD 41.9 million at a fixed rate of 3.5%, with semi-annual interest payments. The principal payment was set in three installments of the capital: 25% which was paid on September 13, 2023; 25% to pay on March 13, 2024, and 50% to pay on September 13, 2024. The price of issuance was 100.0% of the nominal value. On September 13, 2024, Series XXXV Notes were fully canceled at maturity.

The proceeds were mainly used to refinance short-term liabilities and working capital.

Series XXXVI Notes

On February 18, 2022, we issued in the local Series XXXVI Notes denominated in U.S. dollars and payable in Pesos at the applicable exchange rate for USD 40.6 million at a fixed rate of 2.0%, with semi-annual interest payments. The principal payment will be in one installment, on February 18, 2025. The price of issuance was 100.0% of the nominal value.

The proceeds have been used to refinance short-term liabilities and working capital.

177

Series XXXVII Notes

On June 15, 2022, we issued in the local market Series XXXVII Notes denominated and payable in U.S. dollars for USD 24.4 million at a fixed rate of 5.5%, with semi-annual interest payments (except for the last installment, which will be due three months after the previous interest period). The principal payment will be in one installment, on March 15, 2025. The price of issuance was 100.0% of the nominal value.

The proceeds have been used to refinance short-term liabilities and working capital.

Series XXXVIII Notes

As a consequence of the regulations established by the Central Bank, on July 6, 2022, we completed the exchange of our Series XXIII Notes, in an aggregate principal amount of USD 113.2 million, maturing on February 16, 2023. On July 6, 2022, the expiration of the exchange offer was announced, USD 98.4 million of Series XXIII Notes were validly tendered and accepted, representing 86.98% of acceptance. On July 8, the exchange offer was settled, the Series XXXVIII Notes were issued, for an amount of USD 70.6 million, and Series XXIII Notes were partially canceled, consequently the outstanding amount is USD 14.7 million and on February 16, 2023, Series XXIII notes was fully canceled.

The exchange offer provided two alternatives:

--

Option A: Cash payment for up to 30% of the total amount of participation in the exchange, and the difference to complete the exchanged face value, in Series XXXVIII Notes. For every USD 1 offered, the holder received USD 0.6913 plus the remaining amount to complete USD 1 for each USD 1 of Series XXIII Notes presented for the exchange, in Series XXXVIII Notes. Under Option A, 43.40% of the notes which participated in the exchange were accepted.

--

Option B: For each USD 1 of Series XXIII Notes tendered and accepted the bondholder received in exchange USD 1,03 Series XXXVIII Notes. Under Option B, 56.60% of the notes which participated in the exchange were accepted.

In both options, the interest accrued as of settlement date was paid.

Series XXXVIII Notes will mature on March 3, 2026 and will accrue interest at a fixed rate of 8.00%, with interest payable semi-annually on January 3 and July 3 from 2023 to 2026, and at maturity. Amortization of principal will be in one installment on March 3, 2026. The issue price was 100%.

Series XL Notes

On December 21, 2022, we issued Series XL Notes in the local market, denominated and payable in U.S. dollars for USD 38.2 million at a fixed rate of 0.0%, for which reason it will not have interest installments. The capital payment was set in three installments: 33% to pay on December 21, 2025; 33% to pay on June 21, 2026, and 34% to pay on December 21, 2026, at maturity. The issue price was 100.0% of the face value.

The funds were mainly used to refinance short-term liabilities and working capital.

Series XLI and XLII Notes

On December 21, 2022, we issued a total amount of USD 50 million in the local market through Series XLI and XLII Notes, the main characteristics of the issuance are detailed below:

· Series XLI Notes: issued for a nominal value of ARS 4,147.3 million, maturing 18 months from the settlement, that is, October 4, 2024. They have a variable rate (private Badlar plus a margin of 1.0%), payable quarterly and will amortize its capital at maturity. The issue price was 100%. On October 4, 2024, Series XLI Notes were fully canceled at maturity.

· Series XLII Notes: issued for a nominal value of USD 30.0 million, maturing 37 months from the settlement, that is, May 4, 2026; at a fixed rate of 0.0%, for which reason it will not have interest installments, and will repay its capital at maturity. The issue price was 100%.

178

Series XLIII and XLIV Notes

On January 17, 2024, we issued a total amount of USD 64.2 million in the local market through Series XLIII and XLIV Notes, the main characteristics of the issuance are detailed below:

· Series XLIII Notes: issued for a nominal value of ARS 19,886.0 million, maturing 12 months from the settlement, that is, January 17, 2025. They have a variable rate (private Badlar plus a margin of 0.0%), payable quarterly and will amortize its capital at maturity. The issue price was 100%.

· Series XLIV Notes: issued for a nominal value of USD 39.8 million, maturing 36 months from the settlement, that is, January 17, 2027; at a fixed rate of 6.0%, with semi-annual interest payments, and will repay its capital at maturity. The issue price was 100%.

Series XLV Notes

On April 22, 2024, we issued Series XLV Notes in the local market, denominated and payable in U.S. dollars for USD 10.2 million at a fixed rate of 6.0%, with semi-annual interest payments (except for the last installment, which will be due four months after the previous interest period), and will repay its capital at maturity on August 22, 2026. The issue price was 100.0% of the face value.

Series XLVI Notes

On July 18, 2024, we issued Series XLVI Notes in the local market, denominated in U.S. dollars and payable in Pesos at the applicable exchange rate for USD 28.6 million at a fixed rate of 1.5%, with semi-annual interest payments, and will repay its capital at maturity on July 18, 2027. The issue price was 100.0% of the face value.

Issuance of BrasilAgro Non-Convertible Notes

On May 5, 2021, BrasilAgro issued Non-convertible Notes, unique series, for a nominal value of BRL 240 million. They will accrue interest at a variable rate made up for IPCA (Consumer Price Index) plus 5.3658% nominal per year, payable annually and will amortize their capital in two payments on April 13, 2027 and April 12, 2028.

On November 16, 2023, BrasilAgro issued non-convertible Notes totaling BRL 165 million. It will pay interest at an annual rate of 12.16%, payable annually. The principal will be amortized in seven installments from 2027 to 2030.

Series II Notes (issued by FyO)

On July 25, 2022, FyO issued Series II Notes in the local market for an amount of USD 15.0 million. The note is dollar denominated and payable in Pesos at the applicable exchange rate, with an annual fixed rate of 0.0%, for which reason it will not have interest installments, and maturity on July 25, 2025. The issue price was 100.0% of the nominal value.

179

The proceeds have been used mainly to attend working capital needs.

Series III Notes (issued by FyO)

On April 25, 2023, FyO issued Series III Notes in the local market for an amount of USD 20.0 million. The note is dollar denominated and payable in Pesos at the applicable exchange rate, with an annual fixed rate of 0.0%, for which reason it will not have interest installments, and maturity on Abril 25, 2026. The issue price was 100.0% of the nominal value.

Urban Properties and Investments Business

Series XIII (issued by IRSA)

On August 26, 2021, IRSA issued in the local market a total amount of USD 58.1 million through the following Notes:

· Series XIII: denominated in U.S. dollars and payable in Pesos at the applicable exchange rate for USD 58.1 million at a fixed rate of 3.9%, with semi-annual payments. The principal payment was set in three installments: 25% which was paid on August 26, 2023; 25% to pay on February 26, 2024; and 50% to pay on August 26, 2024. The price of issuance was 100.0% of the face value. On August 26, 2024, Series XIII Notes were fully canceled at maturity.

The proceeds were used to refinance short-term liabilities.

Series XIV Notes (issued by IRSA)

As a consequence of the regulations established by the Central Bank, on July 6, 2022, IRSA completed the exchange of its Series II Notes, originally issued by IRSA Commercial Properties S.A., in an aggregate principal amount of USD 360 million, maturing on March 23, 2023. On July 6, 2022, the expiration of the exchange was announced, USD 238,985,000 of Series II Notes were validly tendered and accepted, representing an acceptance of 66.38%. On July 8, the exchange offer was settled, the new Series XIV Notes were issued for an amount of USD 171.2 million and the Series II Notes were partially canceled, the outstanding principal amount is USD 121,015,000. On February 3, 2023, we announced the full redemption of the Series II notes, which was effective on February 8, 2023, and the Series II notes were fully canceled.

The exchange offered two alternatives:

- Option A: Cash payment for up to 30% of the total amount of participation in the exchange, and the difference to complete the exchanged face value, in Series XIV Notes with a premium of 1,015 times. For each USD 1,000 tendered, the bondholder received USD 493.18 in cash and USD 514.42 in Series XIV Notes. Under Option A, 60.83% of the notes which participated in the exchange were accepted.

- Option B: For each USD 1,000 of Series II Notes the bondholder received 1,030 of Series XIV Notes. Under Option B, 39.17% of the notes which participated in the exchange were accepted.

In both options, the interest accrued as of settlement date was paid.

Series XIV Notes were issued under New York Law, will mature on June 22, 2028 and will accrue interest at a fixed rate of 8.75%, with interest payable semi-annually on June 22 and December 22 of each year, until expiration. Amortization will be in annual installments payable on June 22 of each year, each for 17.5% from 2024 to 2027 and the remaining 30% on June 22, 2028. The issue price was 100%. On June 22, 2024, Series XIV Notes were paid for 17.5% of their nominal value, corresponding to the first capital installment.

180

Series XIV Notes due 2028 are subject to certain covenants, events of default and limitations, such as the limitation on incurrence of additional indebtedness, limitation on restricted payments, limitation on transactions with affiliates, and limitation on merger, consolidation and sale of all or substantially all assets.

To incur additional indebtedness, IRSA is required to meet a minimum 2.00 to 1.00 Consolidated Interest Coverage Ratio. The Consolidated Interest Coverage Ratio is defined as Consolidated EBITDA divided by consolidated net interest expense. Consolidated EBITDA is defined as operating income plus depreciation and amortization and other consolidated non-cash charges.

The Series XIV Notes contain financial covenants limiting IRSA’s ability to declare or pay dividends in cash or in kind, unless the following conditions are met at the time of payment:

(a)	no Event of Default shall have occurred and be continuing;
(b)	IRSA may incur at least USD 1.00 worth of additional debt pursuant to the “Restriction on Additional Indebtedness”;
(c)	and the aggregate amount of such dividend exceeds the sum of:

(i)	100% of cumulative EBITDA for the period (treated as one accounting period) from July 1, 2020 through the last day of the last fiscal quarter ended prior to the date of such Restricted Payment minus an amount equal to 150% of consolidated interest expense for such period; and
(ii)	any reductions of Indebtedness of IRSA on a consolidated basis after the Issue Date any reductions of Indebtedness of after the Issue Date exchanged for to Capital Stock of IRSA or its Subsidiaries.

Series XV and XVI Notes (issued by IRSA)

On January 31, 2023, IRSA issued in the local market a total amount of USD 90 million through the following Notes:

• Series XV Notes: denominated and payable in U.S. dollars for a total of USD 61.7 million at a fixed rate of 8.0%, with semi-annual payments. The principal payment will be in one installment at maturity on March 25, 2025. The issue price was 100.0% of the face value.

• Series XVI Notes: denominated and payable in U.S. dollars for a total of USD 28.2 million at a fixed rate of 7.0%, with semi-annual payments. The principal payment will be in one installment at maturity on July 25, 2025. The issue price was 100.0% of the face value.

The proceeds were used mainly to refinance short-term liabilities and working capital.

181

Series XVII Notes (issued by IRSA)

On June 7, 2023, IRSA issued in the local market a total amount of USD 25 million, the main characteristics of the issuance are detailed below:

• Series XVII Notes: denominated and payable in U.S. dollars for a total of USD 25 million at a fixed rate of 5.0%, with semi-annual payments (except for the first interest payment, which will be nine months from the settlement). The capital payment will be done in one installment at maturity on December 7, 2025. The issue price was 100.0% of the face value.

The proceeds will mainly be used to refinance short-term liabilities and working capital.

Series XVIII and XIX Notes (issued by IRSA)

On February 28, 2024, IRSA issued in the local market a total amount of USD 52.6 million through the following Notes:

• Series XVIII Notes: denominated and payable in U.S. dollars for a total of USD 21.4 million at a fixed rate of 7.0%, with semi-annual payments. The principal payment will be in one installment at maturity on February 28, 2027. The issue price was 100.0% of the face value.

• Series XIX Notes: denominated and payable in Pesos for a total of ARS 26,203.8 million, maturing on February  28, 2025. These notes have a variable rate (private Badlar plus a margin of 0.99%), payable quarterly and will amortize its capital at maturity. The issue price was 100%.

Series XX and XXI Notes (issued by IRSA)

On June 10, 2024, IRSA issued in the local market a total amount of USD 42.0 million through the following Notes:

• Series XX Notes: denominated and payable in U.S. dollars for a total of USD 23.0 million at a fixed rate of 6.0%, with semi-annual payments. The principal payment will be in one installment at maturity on June 10, 2026. The issue price was 100.0% of the face value.

• Series XXI Notes: denominated and payable in Pesos for a total of ARS 17,012.7 million, maturing on June 10, 2025. These notes have a variable rate (private Badlar plus a margin of 4.50%), payable quarterly and will amortize its capital at maturity. The issue price was 100%.

C. Research and Developments, Patents and Licenses

Investments in technology, in our agricultural business, amounted to ARS 63 million, ARS 576 million and ARS 279 million for fiscal years 2024, 2023 and 2022 respectively. Our total technology investments aimed to increase the productivity of purchased land have amounted to ARS 44,673 million since fiscal year 1995.

We reach our objectives within this area through the implementation of domestic and international technological development projects focusing mainly on:

· Quality and productivity improvement.

· Increase in appreciation value of land through the development of marginal areas.

· Increase in the quality of food in order to achieve global food safety standards. We aim to implement and perform according to official and private quality protocols that allow us to comply with the requirements of our present and future clients. Regarding official regulations, in 2003 we implemented the Servicio Nacional de Sanidad y Calidad Agroalimentaria law on animal identification for livestock in six farms. Simultaneously, in 2004 we implemented Global GAP Protocols (formerly EurepGap) with the objective of complying with European Union food safety standards and as a mean for continuous improvement of the internal management and system production of our farms. Our challenge is to achieve global quality standards.

182

· Certification of suitable quality standards, since in recent years worldwide agriculture has evolved towards more efficient and sustainable schemes in terms of environmental and financial standpoints, where the innocuousness and quality of the production systems is becoming increasingly important. In this context, Good Agricultural Practices (GAP) have emerged, as a set of practices seeking to ensure the innocuousness of agricultural products, the protection of the environment, the workers’ safety and well-being, and agricultural health, with a view to improving conventional production methods. Certification of such standards allows to demonstrate the application of Good Agricultural Practices to production systems and ensures product traceability, allowing to impose stricter controls to verify the enforcement of the applicable laws.

· The implementation of a system of control and assessment of agricultural tasks for analyzing and improving efficiency in the use of agricultural machinery hired. For each of the tasks, a minimum standard to be fulfilled by contractors was set, which has led to do an improvement in the plant stand upon sowing, a better use of supplies and lower harvesting losses.

We have several trademarks registered with the Instituto Nacional de la Propiedad Industrial, the Argentine institute for industrial property. We do not own any patents nor benefit from licenses from third parties.

D. Trend Information

International Macroeconomic Outlook

As reported in the IMF’s WEO, worldwide GDP is expected to grow 3.2% in 2024 and 3.3% 2025, according to the July 2024 WEO projections. Services price inflation is holding up progress on disinflation, which is complicating monetary policy normalization. Upside risks to inflation have thus increased, raising the prospect of higher-for-even-longer interest rates, in the context of escalating trade tensions and increased policy uncertainty. However, global inflation is already close to prepandemic levels for the median emerging market and developing economy

Global inflation is expected to decrease from 6.7% in 2023 to 5.9% in 2024 and to 4.4% in 2025, according to IMF’s WEO. The momentum on global disinflation is slowing, signaling bumps along the path. In advanced economies, the revised forecast is for the pace of disinflation to slow in 2024 and 2025. That is because inflation in prices for services is expected to be more persistent and commodity prices higher, although the gradual cooling of labor markets, together with an expected decline in energy prices, is expected to bring inflation back to target by the end of 2025. Inflation is expected to remain higher in emerging market and developing economies (and to drop more slowly) than in advanced economies.

The increase in inflation in the United States during the first quarter of 2024 has delayed policy normalization. At the same time, a number of central banks in emerging market economies remain cautious in regard to cutting rates owing to external risks triggered by changes in interest rate differentials and associated depreciation of those economies’ currencies against the U.S. dollar.

The escalation of trade tensions could further raise near-term inflation by increasing the cost of imported goods along the supply chain.

Trade tariffs, alongside a scaling up of industrial policies worldwide, can generate damaging cross‐border spillovers, as well as trigger retaliation. By contrast, policies that promote multilateralism and a faster implementation of macrostructural reforms could increase supply gains, productivity, and growth, with positive spillovers worldwide.

Argentine macroeconomic context

The accumulated CPI, as of September 30, 2024, inflation was recorded at 3.5%, bringing the cumulative inflation between July 1, 2024 and September 30, 2024, reached 12.1%.

Shopping malls sales reached a total ARS 463,761 million in June 2024, which represents a 165.3% increase as compared to June 2023. Accumulated sales for the first six months, represent a 220.5% in current terms and 0.7% increase in real terms as compared to the same period of 2023.

183

The INDEC reported that, for the seven months ended July 31, 2024, industrial activity in Argentina decreased by 5.4% compared to the same period in 2023. The textile industry accumulated a 15.2% decreases during the first seven months of 2024 as compared to the same period last year. Moreover, the EMAE as of July 31, 2024, decreased by 1.3% compared to the same month in 2023.

Regarding the balance of payments, in the second quarter of 2024 the current account surplus reached USD 3,580 million, with USD 6,016 million allocated to the goods and services trade balance, and USD 3,243 million to the net primary deficit, and a surplus of USD 716 million to net secondary income.

During the second quarter of 2024, the financial account recorded a net capital surplus of USD 2,720 million, which was the result of a net increase in external financial assets held by residents of USD 2,222 million and a net decrease in external liabilities of USD 498 million. This represents an increase in the net capital inflow of USD 1,561 million in relation to with what was estimated for the same quarter of the previous year.

As of June 30, 2024, international reserves reached USD 29,022 million, which implied an accounting increase of USD 1,895 million compared to the previous quarter. This effect is mainly explained by balance of payments transactions for USD 1,694 million, and by a decreased of USD 201 million, driven by the changes in currencies parities.

In local financial markets, the Private Badlar rate in Pesos ranged from 93.31% to 36.06% in the period from July 2023 to June 2024, averaging 33.43% in June 2024 compared to 92.45% in June 2023. As of June 30, 2024, the seller exchange rate quoted by Banco de la Nación Argentina was ARS 912 per USD 1.00. As of June 30, 2024, Argentina’s country risk decreased by 606 basis points in year-on-year terms. The debt premium paid by Argentina was 1,455 basis points in June 2024, compared to 230 basis points paid by Brazil and 319 basis points paid by Mexico.

As of October 17, 2024, the Private Badlar rate in Pesos peaked at 40.625%. As of October 18, 2024, the seller exchange rate quoted by Banco de la Nación Argentina was ARS 984.50 per USD 1.00. Additionally, as a result of deepened currency controls, there is a difference between the official exchange rate in Argentina (which is currently used for both commercial and financial transactions) and other informal exchange rates that emerged due to certain commonly performed operations in the foreign exchange market, leading to a gap of approximately 18% above the official exchange rate as of October, 18, 2024. As of October 17, 2024, Argentina’s country risk decreased by 1,276 basis points in year-on-year terms. The debt premium paid by Argentina was at 1,100 basis points as of October 17, 2024, compared to 197 basis points paid by Brazil and 306 basis points paid by Mexico as of that same date.

Likewise, in the national and international framework described above, the Company periodically analyzes alternatives to appreciate its shares value. In that sense, the Board of Directors of the Company will continue focusing on the evaluation of financial, economic and / or corporate tools that allow the Company to improve its position in the market in which it operates and have the necessary liquidity to meet its obligations. Within the framework of this analysis, the indicated tools may be linked to corporate reorganization processes (merger, spin-off or a combination of both), disposal of assets in public and / or private form that may include real estate as well as negotiable securities owned by the Company, incorporation of shareholders through capital increases through the public offering of shares to attract new capital, repurchase of shares and instruments similar to those described that are useful to the proposed objectives.

Agriculture and Cattle Raising Sector in Argentina

Agriculture

Argentina has positioned itself over the years as one of the world’s leading food producers and exporters. It is the second largest country in South America after Brazil and has particularly favorable natural conditions for diversified agricultural production: vast extensions of fertile land and varied soil and weather patterns.

During the decade of the nineties, the Argentine agriculture and cattle raising industry experienced sweeping changes, such as a significant increase in production and yield (thanks to a sustained agricultural modernization process), relocation of production (crops vs. livestock) and a significant restructuring process within the industry, as well as increased land concentration. Taking advantage of a favorable international context, the agriculture and cattle raising sector has been one of the major drivers of the Argentine recovery after the economic and financial crisis of 2002.

184

According to the World Agricultural Supply and Demand Estimates Repro published by the United States Department of Agriculture on September 12, 2024, world soybean production for the season 2024/2025 is expected to be about 429.20 million tons, an increase of 8.7% as compared to the season 2023/2024. Argentina, is one of the major exporters of Soybean together with Brazil, Paraguay and Uruguay. Argentina’s soybean production and soybean exports for the season 2024/2025 are expected to be about 51.00 million tons and 4.50 million tons, respectively. This means a 6.0% increase in Argentina’s soybean production, and a 13.5% decrease on its soybean exports; compared with the season 2023/2024.

World corn production is expected to be about 1,218.57 million tons for season 2024/2025, 0.5% more than in the previous season. Argentina is the world’s fourth largest corn exporter after China, United States and Brazil, and followed by Ukraine, Russia and South Africa. For the season 2024/2025 Argentina’s corn production and exports are expected to be about 51.0 million tons and 36 million tons, respectively. That means a 2% increase in Argentinia’s corn production, and a 2.9% increase on its corn exports; compared with the season 2023/2024.

World wheat production is expected to be about 796.88 million tons for season 2024/2025, a decrease of 0.8% as compared to the season 2023/2024. Argentina’s wheat production and wheat exports for the season 2024/2025 are expected to be about 18 million tons and 11.50 million tons, respectively. This means a 13.6% increase in Argentina’s wheat production, and a 40.2% increase on its wheat exports; compared with the season 2023/2024.

Cattle

According to the Ministry of Agriculture, Livestock and Fisheries (“MAGyP”) and the Ministry of Economy (“MECON”), in June 2024, beef represented 43.6% of the total average per capita consumption of meat, followed by poultry with 41.1% and pigs with 15.2%.

In the accumulated of the first eight months of 2024, production (in terms of bone-beef) of beef fell 1.6%, while pork grew 4.0%; compared against the same period of the previous year.

According to the Rosario Stock Exchange, in the first half of 2024, beef exports grew by 10% in volume year-on-year terms, although due to the drop in prices the value of these exports remained practically with no changes in dollars, only 0.1% above the previous year and in line with the average of last five years. Poultry meat exports grew in volume by 21% compared to the previous year; and although this balance exceeds that of the first half of the previous year by 18% measured in dollars, it is still 28% below the average of the last five years. On the other hand, pork exports were 3% below last year and 47% behind the average of the last five years in terms of volume.

In the first eight months of 2024, 8.6% fewer bovine animals were slaughtered compared to the same period of the previous year. Meanwhile, the slaughter of swine animals was 2.9% more in comparison to the first eight months of 2024 compared to the same period of the previous year.

Urban Properties and Investment Business

Evolution of Shopping Malls in Argentina

In September 2024, the CCI showed a 5.9% decrease compared to August 2024, and a 10.1% decrease compared to September 2023. Shopping mall sales increased 186% in the fiscal 2024 compared to fiscal 2023. Accumulated sales for the first six months, represent a 220.5% in current terms and 0.7% increase in real terms as compared to the same period of 2023.

Evolution of Office Properties in Argentina

The corporate activity carried out remotely or virtual work that characterized this stage of confinement by Covid-19 brought with it a combination of lower demand, increased vacancies, and a slight decrease in the rental prices of category A + and A office buildings in Buenos Aires.

According to Colliers, the second quarter of 2024 closes with a vacancy in the order of 16.82% regarding the premium market of the City of Buenos Aires, stable when compared to the previous quarter.

185

Category A+ properties have an average Rental price of 22.4 USD/sqm and class A properties of 19.5 USD/sqm during the second quarter of the year 2024. Regarding the average price per submarket, Norte CABA, Puerto Madero, Plaza Roma and Catalinas reflect the highest with 26.85 USD/sqm, 24.66 USD/sqm, 24.14 USD/sqm and 24.12 USD/sqm respectively.

Evolution of the Hotel industry in Argentina

According to the EOH prepared by INDEC, in June 2024, overnight stays at hotel and para-hotel establishments were estimated at 2.8 million, 18.2% less than the same month the previous year. Overnight stays by resident and nonresident travelers decreased by 18.8% and 15.8%, respectively. Total travelers who stayed at hotels during June 2024 were 1.2 million, a 19.3% decrease compared to the same month the previous year. The number of resident and nonresident travelers decreased by 19.0% and 20.7%, respectively. The Room Occupancy Rate in June 2024 was 35.5%, compared to a 44.1% of the same month the previous year. Moreover, the Bed Occupancy Rate for the same period was 27.2%, compared to a 33.0% of the same month the previous year.

Evolution of the Entertainment industry in Argentina

The first half of the fiscal year ended June 30, 2024 was characterized by volatility and uncertainty which are typically related to electoral processes, and the second half of the fiscal year ended June 30, 2024 was characterized by acceleration of inflation and an impact on economic activity. Both factors have affected the fair and entertainment business. Congress and convention activity has not yet recovered pre-pandemic levels, but there are prospects that Argentina will host important international conferences in the coming years.

The beginning of the fiscal year 2025 shows a slight recovery in the level of activity and a good flow of visitors, which enforce well perspectives for the entertainment segment as economic activity, directly related to the sector, begins to recover. We will continue working on the reduction and efficiency of the cost structure to sustain the profitability of the business and on a long-term strategic plan to cover more segments of the industry.

186

E. Critical Accounting Estimates

Not all of these significant accounting policies require management to make subjective or complex judgments or estimates. The following is intended to provide an understanding of the policies that management considers critical because of the level of complexity, judgment or estimations involved in their application and their impact on the Consolidated Financial Statements. These judgments involve assumptions or estimates in respect of future events. Actual results may differ from these estimates.

Estimation	Main assumptions	Potential implications	Main references (1)
Recoverable amounts of cash-generating units (even those including goodwill), associates and assets.	The discount rate and the expected growth rate before taxes in connection with cash-generating units. The discount rate and the expected growth rate after taxes in connection with associates. Cash flows are determined based on past experiences with the asset or with similar assets and in accordance with the Company’s best factual assumption relative to the economic conditions expected to prevail. Business continuity of cash-generating units. Appraisals made by external appraisers and valuators with relation to the assets’ fair value, net of realization costs (including real estate assets).	Should any of the assumptions made be inaccurate; this could lead to differences in the recoverable values of cash-generating units.	Note 8 - Investments in associates and joint ventures Note 10 – Property, plant and equipment Note 12 – Intangible assets
Control, joint control or significant influence	Judgment relative to the determination that the Company holds an interest in the shares of investees (considering the existence and influence of significant potential voting rights), its right to designate members in the executive management of such companies (usually the Board of directors) based on the investees’ bylaws; the composition and the rights of other shareholders of such investees and their capacity to establish operating and financial policies for investees or to take part in the establishment thereof.	Accounting treatment of investments as subsidiaries (consolidation) or associates (equity method)	Note 2.3 – Scope of consolidation; “de facto control”
Estimated useful life of intangible assets and property, plant and equipment	Estimated useful life of assets based on their conditions.	Recognition of accelerated or decelerated depreciation by comparison against final actual earnings (losses).	Note 10 – Property, plant and equipment Note 12 – Intangible assets
Fair value valuation of investment properties	Fair value valuation made by external appraisers and valuators. See Note 9	Incorrect valuation of investment property values	Note 9 – Investment properties
Income tax	The Company estimates the income tax amount payable for transactions where the Treasury’s Claim cannot be clearly determined. Additionally, the Company evaluates the recoverability of assets due to deferred taxes considering whether some or all of the assets will not be recoverable.	Upon the improper determination of the provision for income tax, the Company will be bound to pay additional taxes, including fines and compensatory and punitive interest.	Note 23 – Taxes
Allowance for doubtful accounts	A periodic review is conducted of receivables risks in the Company’s clients’ portfolios. Bad debts based on the expiration of account receivables and account receivables’ specific conditions.	Improper recognition of charges / reimbursements of the allowance for bad debt.	Note 17 – Trade and other receivables
Level 2 and 3 financial instruments	Main assumptions used by the Company are: ·   Discounted projected income by interest rate ·  Values determined in accordance with the shares in equity funds on the basis of its Financial Statements, based on fair value or investment assessments. ·   Comparable market multiple (EV/GMV ratio). ·  Underlying asset price (Market price); share price volatility (historical) and market interest rate (Libor rate curve).	Incorrect recognition of a charge to income / (loss).	Note 16 – Financial instruments by category
Probability estimate of contingent liabilities.	Whether more economic resources may be spent in relation to litigation against the Company, such estimate is based on legal advisors’ opinions.	Charge / reversal of provision in relation to a claim.	Note 21 – Provisions
Qualitative considerations for determining whether or not the replacement of the debt instrument involves significantly different terms	The entire set of characteristics of the exchanged debt instruments, and the economic parameters represented therein: Average lifetime of the exchanged liabilities; Extent of effects of the debt terms (linkage to index; foreign currency; variable interest) on the cash flows from the instruments.	Classification of a debt instrument in a manner whereby it will not reflect the change in the debt terms, which will affect the method of accounting recording.	Note 16 – Financial instruments by category (Financial liabilities)
Biological assets	Main assumptions used in valuation are yields, production costs, selling expenses, forwards of sales prices, discount rates.	Wrong recognition/valuation of biological assets. See sensitivities modeled on these parameters in Note 13.	Note 14 – Biological assets

(1) Reference to notes to our Audited Consolidated Financial Statements.

187

Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management

Under the Argentine General Corporation Law, corporations are managed by a board of directors elected at a shareholders’ meeting. Pursuant to section 59 of the Argentine General Corporation Law, directors have the obligation to perform their duties with the loyalty and the diligence of a prudent business person. Directors are jointly and severally liable to the company, the shareholders and third parties for the improper performance of their duties, for violating the law, the company’s by-laws or regulations, if any, and for any damage caused to these parties by fraud, abuse of authority or negligence, as provided for in Section 274 of the Argentine General Corporation Law. The following concepts are considered an integral part of a director’s duty of loyalty: (i) the prohibition to use the company’s assets and confidential information for private purposes; (ii) the prohibition to take advantage of, or allow others to take advantage, by action or omission, of the company’s business opportunities; (iii) the obligation to exercise their powers only for the purposes set forth by law, the bylaws of the company, or the resolutions of the shareholders or the board of directors; (iv) the obligation to act diligently in the preparation and disclosure of the information provided to the market and to ensure the independence of the company’s external auditors; and (v) the obligation to look after the company’s best interests, so that the actions of the board of directors are not contrary, directly or indirectly, to those interests. In accordance with the Argentine General Corporation Law, specific functions may be assigned to a director by statute or a resolution of the general shareholders’ meeting. In such cases, the attribution of responsibility will be based on individual performance, provided that the assignment of specific functions had been registered in the Public Registry. Under the Argentine General Corporation Law, directors cannot perform activities in competition with the company without the express authorization of the shareholders’ meeting. Directors must inform the board and the supervisory committee about any conflict of interest they may have regarding a proposed transaction and must abstain from voting on such matters.

A director shall not be responsible for the decisions taken in a board of directors’ meeting as long as he or she states his or her opposition in writing and informs the supervisory committee before any claim arises. Except in the event of a mandatory liquidation or bankruptcy, a director’s performance approved by the company’s shareholders releases such director of any liability for his performance, unless shareholders representing 5% or more of the Company’s capital stock object to that approval, or the decision is taken in violation of the applicable laws or the company’s by-laws. The company is entitled to file judicial actions against a director if a majority of the company’s shareholders at a shareholders’ meeting requests that action. If the company does not initiate a legal claim within three (3) months since the shareholders resolution was approved, any shareholder will be entitled to file the claim on the company’s behalf.

Under the Argentine General Corporation Law, the board of directors is in charge of the management of the company and, therefore, makes any and all decisions in connection therewith, as well as those decisions expressly provided for in the Argentine General Corporation Law, our by-laws and other applicable regulations. Furthermore, our board of directors is generally responsible for the execution of the resolutions passed by shareholders’ meetings and for the performance of any particular task expressly delegated by the shareholders. Under the Argentine General Corporation Law, the duties and responsibilities of an alternate director, when acting in the place of a director on a temporary or permanent basis, are the same as those discussed above for directors, and they have no other duties or responsibilities as alternate directors.

We are managed by a board of directors. Our bylaws provide that our Board of Directors shall consist of a minimum of three and a maximum of fifteen regular directors and the same or less numbers of alternate directors. Currently, our board is composed by twelve regular directors and six alternate directors. The directors will renew their positions at the rate of one third of the total number each year. For this purpose, once the amendment to the Company’s by-laws is approved, the first ordinary shareholders meeting will decide for the first time the duration of the Directors that are elected to comply with the above provisions. Notwithstanding the foregoing, each annual shareholders’ meeting will decide in each case the increase or decrease in the number of directors, their election and also, the duration in their positions, being established that in the hypothetical case that the Board of Directors is integrated with a number less than nine members, it may not be renewed in a partial or staggered manner, if the exercise of the cumulative vote is prevented in this way. The directors and alternate directors may be re-elected indefinitely.

188

Alternate directors will be summoned to exercise their functions in case of absence, vacancy or death of a regular director or until a new director is appointed.

The table below shows information about our regular directors and alternate directors:

Directors (1)	Date of Birth	Position in Cresud	Term Expires (2)	Date appointed to the current office	Current position held since
Eduardo S. Elsztain	01/26/1960	Chairman	06/30/26	10/05/23	1994
Saúl Zang	12/30/1945	First Vice-Chairman	06/30/26	10/05/23	1994
Alejandro G. Elsztain	03/31/1966	Second Vice-Chairman and CEO	06/30/25	28/10/22	1994
Jorge O. Fernández	01/08/1939	Regular Director	06/30/24	10/21/21	2003
Fernando A. Elsztain	01/04/1961	Regular Director	06/30/25	10/28/22	2004
Mariana Renata Carmona	02/11/1961	Regular Director	06/30/26	10/05/23	2020
Alejandro G. Casaretto	10/15/1952	Regular Director	06/30/26	10/05/23	2008
Liliana Glikin	03/29/1953	Regular Director	06/30/24	10/28/22	2019
Alejandro Bartolome	12/09/1954	Regular Director	06/30/25	10/28/22	2019
Gabriela Macagni	01/13/1964	Regular Director	06/30/25	10/28/22	2020
Nicolás Bendersky	04/21/1983	Regular Director	06/30/24	10/28/22	2022
Enrique Antonini	03/16/1950	Regular Director	06/30/24	10/28/22	2022
Eduardo Kalpakian	03/03/1964	Alternate Director	06/30/26	10/05/23	2007
Ilan Elsztain	01/08/1992	Alternate Director	06/30/25	10/28/22	2020
Iair Elsztain	03/05/1995	Alternate Director	06/30/25	10/28/22	2020
Gabriel A.G. Reznik	11/18/1958	Alternate Director	06/30/24	10/21/21	2021
Pedro D. Labaqui Palacio	02/22/1943	Alternate Director	06/30/24	10/21/21	2021

_______________________

(1)	The business address of our management is Carlos Della Paolera 261, 9th Floor, (C1001ADA) Buenos Aires, Argentina. With the exception of Eduardo S. Elsztain and Saúl Zang, whose business address is Bolivar 108, 1st Floor, (C1066AAD) Buenos Aires, Argentina
(2)	Term expires at the annual ordinary shareholders’ meeting.

Liliana Glikin, Alejandro Bartolome, Graciela Macagni and Enrique Antonini, qualify as independent, in accordance with the CNV Rules.

Our Chairman Eduardo S. Elsztain is the husband of our regular director Mariana R. Carmona, and they are both parents to alternate directors Ilan and Iair Elsztain. Eduardo S. Elsztain is also the brother of Second Vice-Chairman and CEO Alejandro G. Elsztain and cousin of the regular director Fernando A. Elsztain.

The following is a brief biographical description of each member of our board of directors:

Eduardo S. Elsztain. Mr. Eduardo S. Elsztain has been engaged in the real estate business for more than thirty years. He is the Chairman of the Board of Directors of IRSA, Banco Hipotecario, BACS Banco de Crédito & Securitización S.A., Futuros y Opciones.Com S.A., BrasilAgro Companhia Brasileira de Propriedades Agrícolas Ltda., Austral Gold Ltd. and Consultores Asset Management S.A., among other companies. He also Chairs Fundación IRSA, is a member of the World Economic Forum, the Council of the Americas, the Group of Fifty and the Argentine Business Association (AEA), among others. He is co-founder of Endeavor Argentina and serves as Vice President of the World Jewish Congress.

Saúl Zang. Mr. Zang holds a law degree from the Universidad de Buenos Aires. He is a member of the International Bar Association and of the Interamerican Federation of Lawyers. He is a founding partner of Zang, Bergel & Viñes Law Firm. Mr. Zang is Vice-Chairman I of IRSA, Consultores Asset Management S.A. and Fibesa S.A.U., among other companies, and he is Chairman at Puerto Retiro S.A. He is also director of Banco Hipotecario, BrasilAgro Companhia Brasileira de Propriedades Agrícolas Ltda., BACS Banco de Crédito & Securitización S.A., Nuevas Fronteras S.A. and Palermo Invest S.A., among other companies.

Alejandro Gustavo Elsztain. Mr. Alejandro Gustavo Elsztain holds an agricultural engineer degree from the Universidad de Buenos Aires. He completed the Advanced Management Program at Harvard Business School. He is currently serving as Vice-President II of IRSA, President of Fibesa S.A.U. and Vice President of Futuros y Opciones.Com S.A. and Hoteles Argentinos S.A.U. He is also director of BrasilAgro, a Brazilian agricultural company, and Agrofy.

189

Jorge Oscar Fernández. Mr. Fernández obtained a degree in Economic Sciences from Universidad de Buenos Aires. He has performed professional activities at several banks, financial corporations, insurance firms and other companies related to financial services. He is also involved in many industrial and commercial institutions and associations.

Fernando Adrián Elsztain. Mr. Fernando Adrián Elsztain studied architecture at the Universidad de Buenos Aires. He has been engaged in the real estate business as a consultant and as managing officer of a real estate company. He is Chairman of the Board of Directors of Hoteles Argentinos S.A.U. and Nuevas Fronteras S.A. He is also a director of IRSA, Puerto Retiro S.A. and Llao Llao Resorts S.A.

Mariana R. Carmona. Ms. Carmona has a degree on Psychology from the Universidad de Buenos Aires. She is a founder and director of the Fundación Museo de los Niños and member of IWF Argentina. She is also the Vice President I of Consultores Asset Management S.A.

Alejandro Gustavo Casaretto. Mr. Casaretto obtained a degree in agricultural engineering from Universidad de Buenos Aires. He has served as our technical manager, farm manager, and technical coordinator since 1979. He joined as a member of the board of directors from 2008.

Liliana Irene Glikin. Ms. Glikin has obtained a law degree from the Universidad de Buenos Aires and a journalist degree from the Journalism School of the “Circulo de la Prensa”. She has been law professor at the Universidad de Buenos Aires. She is partner and legal advisor in “Stolkiner y Asociados” firm, and she is also partner of the law firm Glikin-Rapoport.

Alejandro Mario Bartolome. Mr. Bartolomé has a degree in agronomy from the Universidad de Buenos Aires and also has a Master of Science from the Reading University, England. He is an entrepreneur and producer of commodities, as well as grapes and wine producer in Mendoza, Argentina. He is co-founder and former director of GDM, former Don Mario, a leader company focus on vegetable genetics in the world. He has worked as production manager and CEO of the Company.

Gabriela Macagni. Ms. Macagni has a degree in chemical engineering from the Technological Institute of Buenos Aires (ITBA) and postgraduate degrees in business from the Harvard Business School and the Stanford Business School. She started her career in 1987 as a consultant at Accenture. She worked at Citibank since 1990, developing in the investment banking area, where he was responsible for structuring operations for more than USD 2,000 million, in the local and international capital markets. As a senior manager in commercial banking, she led the Media and Telecommunications unit. After the 2002 crisis, she was responsible for the Corporate Restructuring area and in 2005 she was appointed member of the executive board, in charge of Strategic Planning. In 2001 she was appointed as executive manager of Endeavor. From 2015 to 2019, she served as an independent director of Grupo Supervielle (NYSE: SUPV) where she was a member of the Audit, Human Resources, Compliance and Corporate Governance. She led the launch and operation of the Superville Corporate Venture Fund until March 2020. She is currently an independent director of HSBC Argentina, a member of the ITBA board of directors and a trustee of the San Andrés Civil Educational Association.

Nicolás Bendersky. Mr. Bendersky has a degree in Economics and a Master’s Degree in Finance from CEMA University. He began his career in 2001 in the Corporate Finance area of IRSA and CRESUD and between 2004 and 2014, he held various positions at Consultores Asset Management S.A. where he currently works as CIO. Between 2015 and 2021, he was part of the boards of numerous leading public and private companies in Israel and is currently a regular member of the Board of Banco Hipotecario, BACS and IRSA.

Enrique Antonini. Mr. Antonini is a lawyer, graduated with honors from the Law School of the University of Buenos Aires. He works as Director of Banco Mariva S.A. from 1991 to date. He is a Regular Director of the Buenos Aires Stock Exchange.

Eduardo Kalpakian. Mr. Kalpakian holds a degree in business from the Universidad de Belgrano. He has also an MBA from Universidad del CEMA. He has been director for 36 years of Kalpakian Hnos. S.A.C.I., a leading carpet manufacturer and flooring distributor in Argentina. Currently he is vice-chairman of such company’s board and CEO. He is also vice-chairman of the board of La Dormida S.A.A.C.E I.

190

Ilan Elsztain. Mr. Elsztain obtained a Bachelor’s degree in Economics from the University of Buenos Aires. For 5 years he worked in different group companies such as Avenida and Fibesa S.A. He is currently alternate director of Consultores Asset Management S.A., where he carries out research work. He is also director of BHN Seguros and BHN Sociedad de Inversión.

Iair Elsztain. Mr. Elsztain is currently working independently on real estate projects. Over the past two years, he has worked at various startups. He is a member of the Board of Directors and founder of Israel Startup Experience (ISE) (Israel Startup Experience), an experience for young people during 8 months in Israel and he is also alternate director in IRSA.

Gabriel A. G. Reznik. Mr. Reznik obtained a degree in Civil Engineering from Universidad de Buenos Aires. He worked for IRSA since 1992 until May 2005 at which time he resigned. He had formerly worked for an independent construction company in Argentina. He is an alternate director of IRSA.

Pedro Damaso Labaqui Palacio. Mr. Labaqui obtained a law degree from Universidad de Buenos Aires. Previously, he was a member of the Board of Directors of Bapro Medios de Pago S.A. and REM Sociedad de Bolsa S.A.

Employment contracts with certain members of our board of directors

We do not have written contracts with our directors. However, Eduardo S. Elsztain, Saul Zang, Alejandro G. Elsztain and Fernando A. Elsztain are employed by us under the Labor Contract Law No. 20,744.

Law No. 20,744 governs certain conditions of the labor relationship, including remuneration, protection of wages, hours of work, holidays, paid leave, maternity protection, minimum age requirements, protection of young workers and suspension and termination of the contract.

Senior Management

Senior management performs its duties in accordance with the instructions of our board of directors. There are no arrangements by which a person is selected as a member of our senior management.

The following table shows information about our current senior management of the Operations Center in Argentina (designated by the board of directors meeting):

Name	Date of Birth	Position	Current Position Held Since
Alejandro G. Elsztain	03/31/1966	CEO	1994
Matías I. Gaivironsky	02/23/1976	Chief Financial and Administrative Officer	2011
Diego Chillado Biaus	09/15/1978	CEO of Operations in Argentina	2022

The following is a biographical description of each of our senior managers who are not directors:

Matías Iván Gaivironsky. Mr. Matías Gaivironsky holds a degree in business administration from Universidad de Buenos Aires and a master’s degree in finance from Universidad del CEMA. Since 1997 he has served in various positions at IRSA Commercial Properties, IRSA, CRESUD and in 2009 he was appointed CFO of Tarshop. Since 2011, he serves as Chief Administrative and Financial Officer of IRSA and CRESUD. Mr. Gaivironsky is also director of Banco Hipotecario and BrasilAgro.

Diego Chillado Biaus. Mr. Diego Chillado Biaus obtained a degree in Administration and Agricultural Economics from Universidad de Buenos Aires. He has a master’s degree in Agribusiness from Universidad Austral. He joined the company in 2005 and has served in several positions in the commercial area. Since 2019, he has served as the Commercial Manager of the Company and is a member of the Board of Directors of Futuros y Opciones.Com S.A.

191

Executive Committee

Pursuant to our by-laws, our day-to-day business is managed by an executive committee consisting of a minimum of four and a maximum of seven directors and one alternate member, among which there should be the Chairman, First Vice-Chairman and Second Vice-Chairman of the board of directors. The current members of the Executive Committee are Messrs. Eduardo S. Elsztain, Saúl Zang, Alejandro Elsztain and Fernando A. Elsztain.

The executive committee is responsible for the management of our business pursuant to the authority delegated by our board of directors in accordance with applicable law and our bylaws. Pursuant to Section 269 of the Argentine General Corporation Law, the executive committee is only responsible for the management of the day-to-day business. Our bylaws authorize the executive committee to: designate the managers of our Company and establish the duties and compensation of such managers; grant and revoke powers of attorney on behalf of our Company; hire, discipline and fire personnel and determine wages, salaries and compensation of personnel; enter into contracts related to our business; manage our assets; enter into loan agreements for our business and establish liens to secure our obligations; and perform any other acts necessary to manage our day-to-day business.

Supervisory Committee

LGS and the Argentine Capital Market Law require any corporation that has made a public offering in Argentina, such as us, to have a supervisory committee (comisión fiscalizadora). Pursuant to Law No. 19,950, only lawyers and accountants admitted to practice in Argentina or civil partnerships composed of such persons may serve as statutory auditors in an Argentine sociedad anónima.

The primary responsibilities of the supervisory committee are to monitor the management’s compliance with the LGS, the applicable bylaws, regulations, if any, and the shareholders’ resolutions, and to perform other functions, including, but not limited to: (i) supervise and inspect the corporate books and records whenever necessary, but at least quarterly; (ii) attend meetings of the directors, executive committee, audit committee and shareholders; (iii) prepare an annual report concerning our financial condition and submit it to our shareholders at the ordinary annual meeting; (iv) provide certain information regarding the company, in response to the request of shareholders representing at least 2% of the capital stock; (v) call an extraordinary shareholders’ meeting when necessary, on its own initiative or at the request of the shareholders, or an ordinary one when our boards of directors fails to do so; (vi) supervise and monitor compliance with laws and regulations, the applicable bylaws and the shareholders’ resolutions; and (vii) investigate written complaints made by shareholders representing at least 2% of the capital stock.

In performing these functions, our supervisory committees do not control our operations or assess the merits of the decisions made by the directors. The duties and responsibilities of an alternate statutory auditor, when acting in the place of a statutory auditor on a temporary or permanent basis, are the same as those discussed above for statutory auditors. They have no other duties or responsibilities as alternate statutory auditors.

Our supervisory committee (comisión fiscalizadora) is responsible for reviewing and supervising our administration and affairs and verifying compliance with our bylaws and resolutions adopted at the shareholders’ meetings. The members of our supervisory committee are appointed at our annual general ordinary shareholders’ meeting for a one-fiscal year term. Our supervisory committee is composed of three regular members and three alternate members and pursuant to Section 294 of LGS must meet at least every three months.

The following table shows information about the members of our Supervisory Committee, who were elected in the annual general ordinary shareholders’ meeting which was held on October 5, 2023:

Name	Date of Birth	Position	Term Expiration	Position Held Since
José D. Abelovich	07/20/1956	Member	2024	1992
Marcelo H. Fuxman	11/30/1955	Member	2024	1992
Noemí I. Cohn	05/20/1959	Member	2024	2010
Roberto D. Murmis	04/07/1959	Alternate Member	2024	2005
Paula Sotelo	10/08/1971	Alternate Member	2024	2020
Cynthia Deokmellian	08/06/1976	Alternate Member	2024	2020

192

All members of the supervisory committee qualify as independent, in accordance with CNV Resolution No. 400/2002 Rules.

Set forth below is a brief biographical description of each member of our Supervisory Committee:

José Daniel Abelovich. Mr. Abelovich holds an accounting degree from the Universidad de Buenos Aires. He is a founding member and partner of NEXIA Abelovich, Polano & Asociados S.R.L., firm of Accountants member of Nexia International, a global network of accounting and consulting firms. Mr. Abelovich participates, among others, in the Supervisory Committees of IRSA, Pampa Energía S.A., and Banco Hipotecario.

Marcelo Héctor Fuxman. Mr. Fuxman holds an accounting degree from the Universidad de Buenos Aires. He is a partner of NEXIA Abelovich, Polano & Asociados S.R.L., firm of Accountants member of Nexia International, a global network of accounting and consulting firms. He is also a member of the Supervisory Committees of IRSA, Inversora Bolívar S.A. and Banco Hipotecario, among other companies.

Noemí Ivonne Cohn. Ms. Cohn holds an accounting degree from the Universidad de Buenos Aires. She is a partner at NEXIA Abelovich, Polano & Asociados S.R.L., firm of Accountants member of Nexia International, a global network of accounting and consulting firms. Ms. Cohn worked in the audit area of Harteneck, Lopez y Cía., Coopers & Lybrand in Argentina and Los Angeles, California. She is also a member of the Supervisory Committees of IRSA, Futuros y Opciones.com S.A. and Panamerican Mall S.A., among other companies.

Roberto Daniel Murmis. Mr. Murmis holds accounting and law degrees from the Universidad de Buenos Aires. He is a partner at NEXIA Abelovich, Polano & Asociados S.R.L., a member firm of Nexia International. He is a member of the Tax Affairs Commission and of the General Council of the Argentine Chamber of Commerce. He formerly served as an advisor to the Secretariat of Public Revenue (Secretaría de Ingresos Públicos) of the Argentine Ministry of Economy. Mr. Murmis also is alternate member of the supervisory committees of IRSA, Futuros y Opciones.com S.A. and Arcos del Gourmet S.A., among other companies.

Cynthia Deokmelian. Mrs Deokmellian obtained a degree in accounting from Universidad de Buenos Aires. She is partner at NEXIA Abelovich, Polano y Asociados S.R.L., an accounting firm from Argentina that is a member of Nexia International, a global network of accounting and consulting firms. Previously, he was Senior Manager in the audit department of KPMG in Argentina. Furthermore, she is a member of the Supervisory Committees of IRSA, Futuros y Opciones.Com and FyO Acopio S.A., among other companies.

Paula Sotelo. Ms. Sotelo holds an accounting degree from Universidad de Buenos Aires. She is partner of NEXIA Abelovich, Polano y Asociados S.R.L., an accounting firm from Argentina that is a member of Nexia International, a global network of accounting and consulting firms. Previously, she was Senior Manager in the audit area of KPMG Argentina and also worked in the professional practice department at KPMG New York. She is a member of the Supervisory Committees of IRSA, Hoteles Argentinos S.A.U, Futuros y Opciones.Com S.A. and FyO Acopio S.A., among others.

193

Internal Control

Management uses the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Report”) to assess effectiveness of internal control over financial reporting.

The COSO Report sets forth that internal control is a process, effected by an entity’s board of directors, management and other personnel, designed to provide reasonable assurance regarding the achievement of the entity’s objectives in the following categories:

· effectiveness and efficiency of operations;

· reliability of financial reporting;

· compliance with applicable laws and regulations Based on the above, the Company’s internal control system involves all levels of the company actively involved in exercising control;

· the board of directors, by establishing the objectives, principles and values, setting the tone at the top and making the overall assessment of results;

· the management of each area is responsible for internal control in relation to objectives and activities of the relevant area, i.e. the implementation of policies and procedures to achieve the results of the area and, therefore, those of the entity as a whole; and

· the other personnel plays a role in exercising control, by generating information used in the control system or taking action to ensure control.

Audit Committee

In accordance with the CML and the CNV Rules, our board of directors has established an audit committee which focus on assisting the board in exercising its duty of care, compliance with disclosure requirements, supervise the operation of the internal control systems and the administrative-accounting system, supervise the application of the policies regarding information on the company’s risk management, ethical conduct of our businesses, monitoring the sufficiency of our financial statements, our compliance with the laws, independence and capacity of independent auditors and performance of audit duties both by our internal audit and our external auditors and issue a well-founded opinion regarding transactions with related parties in the cases established by this law. These responsibilities are meant to comply with the duties assigned by Law 26.831, the Technical CNV Rules, and other applicable laws.

On March 11, 2020 our board of directors appointed Liliana Glikin, María Gabriela Macagni and Alejandro Mario Bartolome, all of them independent members, as members of the audit committee. The board of directors named María Gabriela Macagni as the financial expert in accordance with the relevant SEC rules. We have a fully independent audit committee as per the standards provided in Rule 10(A)-3(b)(1).

B. Compensation

Compensation of directors

Under the Argentine General Corporation Law, if the compensation of the members of the Board of Directors and the Supervisory Committee is not established in the bylaws of the Company, it should be determined by the shareholders’ meeting. The maximum amount of total compensation to the members of the Board of Directors and the Supervisory Committee, including compensation for technical or administrative permanent activities, cannot exceed 25% of the earnings of the company. That amount should be limited to 5% when there is no distribution of dividends to shareholders and will be increased in proportion to the distribution up to such limit if all earnings are distributed. For purposes of applying this provision, the reduction in the distribution of dividends derived from reducing the Board of Directors’ and Supervisory Committee’s fees will not be considered.

When one or more directors perform special commissions or technical or administrative activities, and there are no earnings to distribute, or they are reduced, the shareholders meeting may approve compensation in excess of the above mentioned limits. The compensation of our directors for each fiscal year is determined pursuant to the Argentine Corporation Law and taking into consideration whether the directors performed technical or administrative activities and our fiscal year’s results. Once the amounts are determined, they are considered at the shareholders’ meeting.

194

At our shareholders’ meeting held on October 5, 2023, a compensation for an aggregate amount of ARS 129,1 million was approved for all of our directors for the fiscal year ended June 30, 2023.

This compensation approved by the annual ordinary shareholders’ meeting pertains to the Company’s individual board and does not consider inflation adjustment. For accounting purposes, the consolidated compensation for the Board of Directors accrued during the fiscal year ended June 30, 2024 and 2023 was ARS 16,427 million and ARS 38,090 million, respectively.

For more information, please see “Recent Developments - General Ordinary and Extraordinary Shareholders’ Meeting”.

Compensation of Supervisory Committee

Our shareholders’ meeting held on October 5, 2023 further approved by majority vote a compensation for an aggregate amount of ARS 8.5 million to our Supervisory Committee for the fiscal year ended June 30, 2023.

For more information, please see “Recent Developments - General Ordinary and Extraordinary Shareholders’ Meeting”.

Compensation of Senior Management

Our senior management is paid a fixed amount established by taking into consideration their background, capacity and experience and an annual bonus which varies according to their individual performance and our results.

The total and aggregate compensation paid to our senior management of the urban properties and investment business and the Agricultural Business for the fiscal year ended June 30, 2024, was ARS 190.4 million.

Compensation of the Audit Committee

The members of our Audit Committee do not receive any additional compensation other than that received for their services as members of our board of directors.

Compensation Plan for Executive Management

Since 2006, we have developed a capitalization program through contributions made by employees and the Company. The participation and contributions to the plan are voluntary. Once the beneficiary has accepted, they can make monthly contributions of up to 2.5% of their salary, and the Company’s contribution will be equivalent to the amount contributed by the beneficiary. Employee contributions are transferred to a mutual fund and Company’s contributions are held in a trust. Individual participants may direct the trustee to invest their accounts in authorized investment alternatives.

Participants will have access to 100% of the plan benefits (including the Company’s contributions) in the following cases:

1.	ordinary retirement in accordance with applicable labor regulations;
2.	total or permanent incapacity or disability; or
3.	death.

In the case of resignation or unjustified dismissal, the beneficiary will obtain the amounts resulting from the Company’s contributions only if they have participated in the plan for at least five years, subject to certain conditions. In the case that the conditions are not met, the contributed funds remain at the participant’s disposal.

195

Contribution expense was ARS 1,949 million and ARS 1,639 million for the fiscal years ended June 30, 2024 and 2023, respectively.

On July 1, 2023, a new incentive program came into effect aimed for key leadership positions. This program includes an extraordinary monetary sum to be paid three years from the start of the plan, , subject to the fulfillment of pre-established operational and business growth goals.

Incentive Program

The Company developed a stock incentive plan between 2011 and 2014, which was approved by the CNV in accordance with the new Capital Markets Law. The beneficiaries under the Executive Plan were invited to participate by our Board of Directors, and their decision access the plan was voluntary. The Company’s share-based contributions were calculated based on their annual bonus for those years.

In the future, participants will have access to 100% of the benefit (the CRESUD shares contributed by the Company) in the following cases:

· if an employee resigns or is dismissed without cause, will be entitled to the benefit only if 5 years have elapsed since the moment of each contribution;

· total or permanent disability; or

· death.

While participants are part of the program and until the aforementioned conditions are met to receive the shares corresponding to the contributions based on the 2011 to 2013 bonus, participants will receive the economic rights corresponding to the shares assigned to them. In case that the conditions are not met, the contributed funds remain at the participant’s disposal.

Additionally, the Company has decided to grant a bonus in shares to all the personnel with more than two years of service and who do not participate in the program described above. This bonus consisted of a number of shares equivalent to their compensation for June 2014.

The shares allocated to the Executive Plan by the Company are shares acquired in 2009, which the Shareholders’ Meeting held on October 31, 2011, has specifically decided to allocate to this program.

For more information see “Recent Developments – General Ordinary and Extraordinary Shareholders’ Meeting.”

Employee long-term incentive - Brasilagro

On October 2, 2017, the General Shareholders’ Meeting approved the creation of the Long-Term Share-Based Incentive Plan (“ILPA Plan”), a compensation program in which participants are entitled to receive a number of issued shares by the company if the objectives defined in the agreement are achieved. The ILPA Plan was divided into 3 programs and requires beneficiaries to remain with the Company for a specified period (consolidation period), in addition to having cumulative key performance indicators (“KPls”) that can define, increase or decrease the number of actions, classifying the result according to the 3 categories that make up the plan. The first compensation program (“ILPA 1”) was approved by the Board of Directors on June 18, 2018, and ended during the year June 30, 2021. The accumulated expenses of the plan reached ARS 431 million with compensation and ARS 301 million in charges.

On May 6, 2021, the Board of Directors approved the terms of the second share-based compensation program (“ILPA 2”), giving continuity to the ILPA Plan, establishing the characteristics and general rules of the new plan, such as a maximum number of shares and the list of eligible employees, appointed by a designated committee and approved by the Board. The structure of the 2nd program is maintained in accordance with the basic guidelines of the ILPA Plan, which basically include the permanence of employees during the accrual period and the achievement of KPIs accumulated between 1 July 2020 and June 30, 2024 (consolidation period).

As of June 30, 2024, ILPA 2 expenses totaled ARS 311 million.

196

C. Board Practices

For information about the date of expiration of the current term of office and the period during which each director has served in such office see “Item 6. Directors, Senior Management and Employees – A. Directors and Senior Management.”

Benefits upon Termination of Employment

There are no contracts providing for benefits to directors upon termination of employment, other than those described under the following sections: (i) “Item 6 Directors, Senior Management and Employees – B. Compensation – Capitalization Plan” and (ii) “Item 6 Directors, Senior Management and Employees – B. Compensation – Long Term Incentive Program”.

D. Employees

As of June 30, 2024, we had 2,867 employees.

As of such date, we had 693 employees in our Agricultural Business in Argentina, including Cresud employees and FyO but not those of Agro-Uranga S.A. Approximately 25% are under collective labor agreements.

We employ 460 people in our International Agricultural businesses, composed of 412 employees of BrasilAgro, 32 employees in the companies located in Paraguay and 16 employees in the companies located in Bolivia.

Our Shopping Malls, Offices, Sales and Developments and Other businesses had 693 employees with 270 represented by the Union of Commerce Employees (Sindicato de Empleados de Comercio). Our Hotels segment had 708 employees with 584 represented by the Tourism, Hotels and Gastronomy Union from the Argentine Republic (Unión de Trabajadores del Turismo, Hoteleros y Gastronómicos de la República Argentina) (UTHGRA).

The following table shows the number of employees in the Company’s various businesses as of the dates mentioned below:

			Urban Business
	Agricultural Business(1)		Shopping Malls, Offices, Sales and Developments and Other Business		Hotels(2)		Shared Service Center		Corporate Areas		Total
June 30, 2022		1,053		656		750		212		84		2,706
June 30, 2023		1,152		667		622		235		84		2,760
June 30, 2024		1,153		693		708		229		84		2,867

_______________________

(1)	Agricultural Business includes CRESUD, FyO, BrasilAgro, Acres and Palmeiras.
(2)	Includes Hotel Intercontinental, Libertador Hotel and Llao Llao.

197

E. Share Ownership

The following table sets forth the amount and percentage of our shares beneficially owned by our directors, Supervisory Committee and senior management as of June 30, 2024:

Name	Position	Number of Shares (2)	Percentage	Number of Warrants (3)	Percentage Fully Diluted
Directors			%		%
Eduardo Sergio Elsztain (1)	Chairman	230,771,688	38.7	35,138,100	39
Saúl Zang	First vice-chairman	7,216,892	1.2	2,092,830	1.4
Alejandro Gustavo Elsztain	Second vice- chairman / Chief Executive Officer	13,861,870	2.3	3,468,205	2.6
Jorge Oscar Fernández	Director	282,677	0	—	0
Fernando Adrián Elsztain	Director	367,741	0,1	606,061	0.2
Mariana Carmona	Director	—	—	—	—
Alejandro Gustavo Casaretto	Director	344,397	0.1	49,874	0.1
Liliana Rene Glikin	Director	—	—	—	—
Alejandro Mario Bartolome	Director	—	—	—	—
Gabriela Macagni	Director	—	—	—	—
Nicolas Bendersky	Director	192,798	0	28,410	0
Enrique Antonini	Director	—	—	—	—
Eduardo Ohan Kalpakian	Alternate Director	—	—	—	—
Ilan Elsztain	Alternate Director	14,610	0	7,388	0
Iair Elsztain	Alternate Director	10,412	0	2,098	0
Gabriel A. G. Reznik	Alternate Director	—	—	—	—
Pedro Damaso Labaqui Palacio	Alternate Director	—	—	—	—
Senior Management
Matias Gaivironsky	Chief Financial and Administrative Officer	342,123	0.1	226,632	0.1
Diego Chillado Biaus	General Manager of Argentina’s Operations	72,069	0	101,497	0
Supervisory Committee
José Daniel Abelovich	Member	—	—	—	—
Marcelo Héctor Fuxman	Member	—	—	—	—
Noemí Ivonne Cohn	Member	—	—	—	—
Roberto Daniel Murmis	Alternate member	—	—	—	—
Cynthia Deokmelian	Alternate member	—	—	—	—
Paula Sotelo	Alternate member	—	—	—	—

__________________

(1)	Includes (i) 141,979,750 shares beneficially owned by Inversiones Financieras del Sur S.A., for which Mr. Eduardo S. Elsztain may be deemed beneficial owner, (ii) 1,131 common shares owned by Consultores Venture Capital Uruguay S.A. for which Mr. Eduardo S. Elsztain may be deemed beneficial owner, (iii) 6 common shares owned by Consultores Asset Management S.A. for which Mr. Eduardo S. Elsztain may be deemed beneficial owner, and (iv) 88,790,801 common shares directly owned by Mr. Eduardo S. Elsztain.
(2)	As of June 30, 2024, the outstanding shares were 596,355,320 and we own 1,964,563 shares in treasury. To calculate the percentage, the effect of treasury shares was not considered.
(3)	In March 2021, 90 million options were issued that will entitle the holders through their exercise to acquire additional new shares. As of June 30, 2024, the outstanding warrants were 85,998,622, and as a subsequent event, on October 2, 2024, we reported that certain warrants holders have exercised their right to acquire additional shares, therefore the new number of outstanding warrants decreased to 84,261,280, for more information, see “Recent Developments – Exercise of Warrants”. On May 15, 2024, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of the payment of the cash dividend and shares distributed to the shareholders on May 14, 2024, being the current Ratio of 1.3146 shares per option and a price of USD 0.4303 per share.

Option Ownership

No options to purchase shares have been granted to our Directors, Senior Managers, members of the Supervisory Committee, or Audit Committee.

Employees’ Participation in our share Capital

There are no arrangements for involving our employees in our capital stock or related to the issuance of options, common shares or securities other than those described under the following sections: (i) “Item 6 - Directors, Senior Management and Employees – B. Compensation – Capitalization Program for our executive staff” and (ii) “Item 6 - Directors, Senior Management and Employees – B. Compensation – Long Term Incentive Program”.

198

F. Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation

Not applicable.

Item 7. Major shareholders and related party transactions

A. Major Shareholders

Information about Major Shareholders Share Ownership

The following table sets forth information regarding ownership of our capital stock by each person known to us to beneficially own at least 5% of our common shares, ANSES (The Argentine Social Security National Agency) and all our directors and officers as a group.

	Share Ownership as of June 30, 2024
Shareholder	Number of Shares		Percentage (4)		Number of Warrants		Percentage Fully Diluted (5)
			%				%
Eduardo Sergio Elsztain (1)(2)		230,771,688		38.7		35,138,100		39.0
Directors and officers (3)		22,705,589		3.8		6,582,995		4.4
ANSES		24,124,873		4.0		3,617,316		4.1
Others		318,753,170		53.5		40,660,211		52.5
Total		596,355,320		100.0		85,998,622		100.0

____________________

(1)	Eduardo S. Elsztain is the Chairman of the board of directors of IFIS Limited, a corporation organized under the laws of Bermuda and Inversiones Financieras del Sur S.A., a corporation organized under the laws of Uruguay. Mr. Elsztain holds (through companies controlled by him and proxies) most of the voting power in IFIS Ltd., which owns 100% of IFISA.
(2)	As a result, Mr. Elsztain may be deemed beneficial owner of 38.7% of our total shares, which includes (i) 141,979,750 shares beneficially owned by Inversiones Financieras del Sur S.A., for which Mr. Eduardo S. Elsztain may be deemed beneficial owner, (ii) 1,131 common shares owned by Consultores Venture Capital Uruguay S.A. for which Mr. Eduardo S. Elsztain may be deemed beneficial owner, (iii) 6 common shares owned by Consultores Asset Management S.A. for which Mr. Eduardo S. Elsztain may be deemed beneficial owner, and (iv) 88,790,801 common shares directly owned by Mr. Eduardo S. Elsztain.
(3)	Includes only direct ownership of our Directors and Senior Management, other than Mr. Eduardo S. Elsztain.
(4)	As of June 30, 2024, the outstanding shares were 596,355,320 and we own 1,964,563 shares in treasury. To calculate the percentage, the effect of treasury shares was not considered.
(5)	In March 2021, 90 million options were issued that will entitle the holders through their exercise to acquire additional new shares. As of June 30, 2024, the outstanding warrants were 85,998,622, and as a subsequent event, on October 2, 2024, we reported that certain warrants holders have exercised their right to acquire additional shares, therefore the new number of outstanding warrants decreased to 84,261,280, for more information, see “Recent Developments – Exercise of Warrants”. On May 15, 2024, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of the payment of the cash dividend and shares distributed to the shareholders on May 14, 2024, being the current Ratio of 1.3146 shares per option and a price of USD 0.4303 per share.

	As of June 30,
	2024		2023		2022		2021		2020
	% (4)
Eduardo S. Elsztain(1)(2)		38.7		38.5		36.6		36.5		36.9
Directors and officers(3)		3.8		3.8		3.7		3.4		3.2
ANSES		4.0		4.0		4.0		4.0		3.8
Others		53.5		53.7		55.7		56.1		56.1
Total		100.0		100.0		100.0		100.0		100.0

(1)	Eduardo S. Elsztain is the Chairman of the board of directors of IFIS Limited, a corporation organized under the laws of Bermuda and Inversiones Financieras del Sur S.A., a corporation organized under the laws of Uruguay. Mr. Elsztain holds (through companies controlled by him and proxies) most of the voting power in IFIS Ltd., which owns 100% of IFISA.
(2)	As a result, Mr. Elsztain may be deemed beneficial owner of 38.7% of our total shares, which includes (i) 141,979,750 shares beneficially owned by Inversiones Financieras del Sur S.A., for which Mr. Eduardo S. Elsztain may be deemed beneficial owner, (ii) 1,131 common shares owned by Consultores Venture Capital Uruguay S.A. for which Mr. Eduardo S. Elsztain may be deemed beneficial owner, (iii) 6 common shares owned by Consultores Asset Management S.A. for which Mr. Eduardo S. Elsztain may be deemed beneficial owner, and (iv) 88,790,801 common shares directly owned by Mr. Eduardo S. Elsztain.
(3)	Includes only direct ownership of our Directors and Senior Management, other than Mr. Eduardo S. Elsztain.
(4)	As of June 30, 2024, the outstanding shares were 596,355,320 and we own 1,964,563 shares in treasury. To calculate the percentage, the effect of treasury shares was not considered.

199

Difference in Voting Rights

Our major shareholders do not have different voting rights.

Arrangements for change in control

There are no arrangements that may at a subsequent date result in a change in control.

Securities held in the host country

As of June 30, 2024, our total issued and outstanding capital stock outstanding consisted of 596,355,320 common shares. As of June 30, 2024, there were approximately 46,683,023 American Depositary Shares (representing 466,830,230 of our common shares, or 78.3% of all our outstanding shares held) in the United States by approximately 36 registered holders of American Depositary Shares.

As of June 30, 2024, our directors and senior officers controlled, directly or indirectly, approximately 42.5% of our common shares. As a result, these shareholders have, and will continue to have, significant influence on the election of our directors and the outcome of any action requiring shareholder approval.

Additionally, in March 2021, 90 million options were issued that will entitle the holders through their exercise to acquire additional new shares. The warrants may be exercised quarterly from the 90th day of their issuance on the 17th to the 25th (inclusive) of the months of February, May, September, and November of each year (provided that dates are business days in the city of New York and in the City of Buenos Aires) until their expiration 5 years from the date of issue. The warrants are available for trading on NASDAQ and ByMA under the tickers CRESW and CRE3W, respectively.

On May 15, 2024, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of the payment of the cash dividend and shares distributed to the shareholders on May 14, 2024, being the current Ratio of 1.3146 shares per option and a price of USD 0.4303 per share.

B. Related Party Transactions

A related party transaction is any transaction entered into directly or indirectly by us or any of our subsidiaries that is material based on the value of the transaction to: (a) us or any director, officer or member of our management or shareholders; (b) any entity in which any person described in clause (a) is interested; or (c) any person who is connected or related to any person described in clause (a).

Offices and Shopping Mall Leases

We rented office space for our executive offices located at the Della Paolera tower at Della Paolera 261, floor 9th, City of Buenos Aires, Argentine which IRSA has owned, and which was sold to a non-related party. We also rented an office space that IRSA owns at the Abasto Shopping Mall.

The offices of Eduardo S. Elsztain, the Chairman of our Board of Directors and our controlling shareholder, are located at Bolivar 108, City of Buenos Aires, Argentina. This property has been rented to a company controlled by family members of Mr. Elsztain and to a company controlled by Fernando A. Elsztain, one of our directors and the cousin of Mr. Eduardo S. Elsztain, and members of his family.

200

Furthermore, IRSA also leases various stores, stands, storage space or advertising spaces in its shopping malls to third parties and related parties such as Banco Hipotecario.

Lease agreements entered into with affiliates have included similar provisions and amounts to those included in agreements with unaffiliated third parties.

Agreement for the Exchange of Corporate Services with IRSA

Considering that each of IRSA and us have operations that overlap to a certain extent, our Board of Directors deemed it advisable to implement alternatives designed to reduce certain fixed costs of our combined activities and mitigate their impact on our operating results while seizing and optimizing the individual efficiencies of each of them in the different areas comprising the management of operations.

To such end, on June 30, 2004, we and IRSA entered into a Master Agreement for the Exchange of Corporate Services, or the “Framework Agreement,” which has been amended several times in line with evolving operating requirements. The Framework Agreement had an initial term of 24 months and is renewable automatically for additional 24-month terms, unless terminated by any of the parties upon prior notice.

Annually, a review of the criteria used in the determination of pricing for corporate services, as well as the bases of cost distribution and supporting documentation used in the aforementioned process. The risk management and audit area coordinate the review, which, in turn, periodically delegated the review to an external consultant.

The operations described above allow IRSA and us to keep our strategic and commercial decisions fully independent, with cost and profit apportionment allocated on the basis of operating efficiency and equity, applying when appropriate the terms of the shared services contract, to ensure that any one company benefiting at the expense of the others.

Hospitality Services

We and our related parties hire, on certain occasions, hotel services and lease conference rooms for events to Nuevas Fronteras S.A., Hoteles Argentinos S.A.U. and Llao Llao Resorts S.A., subsidiaries of IRSA, all on arm’s-length terms and conditions.

Financial and Service Operations

We work with several financial entities in Argentina for operations including, but not limited to, credit, investment, other financial services, purchase and sale of securities and financial derivatives. Such entities include Banco Hipotecario and its subsidiaries and FyO. Furthermore, Banco Hipotecario and BACS usually act as underwriters in capital market transactions we undertake. In addition, we invest from time to time our cash in mutual funds managed by BACS Administradora de Activos S.A. S.G.F.C.I., which is a subsidiary of Banco Hipotecario, among other entities.

Del Plata Building Trust

On November 10, 2023, IRSA entered into a trust agreement at cost for a project development and construction of a residential building, stores (gastronomic use) and complementary parking spaces. For more information, see “ITEM 4. Information on the Company — B. Business Overview — Others — Del Plata Building Trust.” TMF Trust Company (Argentina) S.A. acts as trustee under the trust agreement.

Cresud, a company indirectly controlled by Eduardo Sergio Elsztain and chairman of Cresud and IRSA, acts as money trustor. In addition, Cresud, IRSA and Banco Hipotecario act as beneficiaries of the trust. The trust agreement involves the contribution of a building owned by Banco Hipotecario.

201

The execution of this trust agreement has been approved by the Board of Directors of the Company, with no objections from the Audit Committee under Section 72 and following of CML.

Donations to Fundación IRSA and Fundación Museo de los Niños

Fundación IRSA is a non-profit charity that seeks to support and generate initiatives concerning education, the promotion of corporate social responsibility and the entrepreneurial spirit of young adults. It carries out corporate volunteer programs and fosters donations from our employees. The main members of Fundación IRSA’s Board of Directors are: Eduardo S. Elsztain (President); Saúl Zang (Vice President I); Alejandro Elsztain (Vice President II); Mariana C. de Elsztain (Secretary); Oscar Marcos Barylka (Director) and Marcos Slipakoff (Treasurer). It finances its activities with donations from us, IRSA, and other related companies.

On October 31, 1997, IRSA entered into an agreement with Fundación IRSA, whereby 3,800 square meters of the developed area at Abasto Shopping Mall was granted under a gratuitous bailment agreement for a term of 30 years. Subsequently, on October 29, 1999, Fundación IRSA assigned free cost all the rights of use over such space and its respective obligations to Fundación Museo de los Niños.

On November 29, 2005, IRSA signed another agreement with Fundación Museo de los Niños granting under gratuitous bailment 2,670 square meters of the developed area at Alto Rosario shopping mall for a term of 30 years.

Fundación Museo de los Niños is a non-profit institution created by the founders of Fundación IRSA and its members are the same as those of Fundación IRSA.

Fundación Museo de los Niños has used these spaces to set up “Museo de los Niños, Abasto” and “Museo de los Niños, Rosario”, two interactive learning centers intended for children and adults. The agreements described above establish that the payment of common charges and direct expenses related to the services performed by these spaces must be borne by Fundación Museo de los Niños.

Borrowings

In the ordinary course of our business, we enter into loan agreements or credit facilities with related companies. The loans under these loan agreements and credit facilities accrue interest at prevailing market rates.

Operations with IFISA

On November 10, 2021, we inform that the Board of Directors has approved the extension for a term of one year and consecutive extensions of the loan granted by Cresud to IFISA, a company controlled by Mr. Eduardo Sergio Elsztain, president of the Company, for the amount of 3,235,000 IRSA GDSs at a rate of 1%. Cresud maintains the economic and political rights on IRSA’s GDSs.

On March 23, 2023, we informed that the Board of Directors has approved a loan granted by Cresud to IFISA, a company controlled by Mr. Eduardo Sergio Elsztain, president of the Company, for the amount of 1,500,000 IRSA GDSs at a rate of 1% of the IRSA GDS price on the last business day of the immediately preceding month. The loan has been guaranteed by Inversiones Financieras del Sur S.A. with shares of equivalent value.

In January 2024, the loan agreements were fully cancelled. 

The Audit Committee was consulted under the terms of Chapter III of the CNV Rules, as well as articles 72 and 110 inc. h) of Section IV of CML, and after analyzing the feasibility of the transactions, has issued a favorable opinion in this regard.

202

Purchase of financial assets

We usually invest excess cash in instruments that may include those issued by related companies, acquired at issuance, or from unrelated third parties in secondary market transactions.

Investment in Dolphin Real Assets Fund SPC Ltd.

On August 31, 2021, Torodur S.A., an Uruguayan company wholly owned by IRSA, entered into a subscription agreement with Dolphin Fund Ltd., an investment fund, incorporated under the laws of Bermuda, controlled through equity shares by Tyrus S.A., an Uruguayan company wholly owned by IRSA and whose administrator is Consultores Venture Capital Uruguay S.A., an Uruguayan company indirectly controlled by Mr. Eduardo Elsztain, through the subscription of Class C Participating Shares of face value USD 0.01. Subsequently, on October 3, 2022, Dolphin Fund Ltd.’s investors, including Torodur S.A., contributed their holdings in said fund to Dolphin Real Assets Fund SPC Ltd., a fund established under the laws of British Virgin Islands in March 2022, whose administrator is Dolphin Manager Corp., a corporation also constituted under the laws of British Virgin Islands, which is controlled by Messrs. Eduardo Sergio Elsztain and Saúl Zang (85% and 15%, respectively), subscribing 164,478 participating shares issued by the portfolio named Argentina MMXXII, belonging to the mentioned fund which also has another portfolios.

Legal Services

We receive legal services from ZBV Abogados, a law firm composed of partners who were part of Estudio Zang, Bergel & Viñes, of which Saúl Zang was a founding partner. Mr. Zang is a member of our Board of Directors and those of certain related companies. See “Item 6. Directors, Senior Management and Employees—Directors and Senior Management—Board of Directors.”

Purchases and sales of properties and hiring or provision of services

In the ordinary course of our business, we may acquire from or sell to our related parties certain real estate properties used for rental purposes or otherwise or contract or provide services from related parties, subject to our Audit Committee’s approval. Our Audit Committee must render an opinion as to whether the terms of these transactions can reasonably be expected to have been obtained by us in a comparable transaction on an arm’s-length basis with unrelated parties. In addition, if our Audit Committee so requires, valuation reports by independent specialist third parties must be obtained or quotes from other service providers.

Farmland Lease Agreement San Bernardo

We lease as tenants 10,896 hectares of farmland located in the Province of Córdoba, owned by San Bernardo de Córdoba S.A., pursuant to a lease agreement effective from July 1, 2023 until June 30, 2025, with a (1) one year lease extension.

The rent to be paid is an amount of Pesos equal to 1.25kg. of beef per hectare per year. The beef price will be set, considering the price per kilo of beef determined by the Indice Mercado Agroganadero (INMAG) according to the agreed calculation methodology. In addition, the parties have agreed on a variable price increase up to 50% of the net margin of the farmland production, deducted the fixed price previously paid.

Consulting Agreement

Pursuant to the terms of the Consulting Agreement with Consultores Asset Management effective as of November 7, 1994, as amended from time to time and by the last amendment dated September 6, 2017 in which certain adjustments were implemented to the purpose of the agreement by virtue of the broadness of Cresud’s business, Consultores Asset Management provides us advisory services on matters related to capital investments in all aspects of the agricultural, real estate, financing and hotels business, among others. One of our shareholders and the Chairman of our board of directors is the owner of 85% of the capital stock of Consultores Asset Management and our First Vice Chairman of the board of directors holds the remaining 15% of its capital stock. On the same date above mentioned, CAM assigned, with the conformity of Cresud, certain rights and obligations derived from the Consulting Agreement to Consultores Venture Capital Uruguay S.A. (“CVCU”), an Uruguayan company controlled 100% by CAM, therefore and currently the assessment to Cresud is partially provided by CVCU directly.

203

Pursuant to the terms of the Consulting Agreement, Consultores Asset Management provides us with the following services:

· advises with respect to the investment of our capital in all aspects of operations in agricultural, real estate, financing, hotels, etc, matters and business proposals;

· acts on our behalf in such transactions, negotiating the prices, conditions, and other terms of each operation; and

· gives advice regarding securities investments with respect to such operations.

Under the Consulting Agreement, we pay Consultores Asset Management for its services, an annual fee equal to 10% of our annual after-tax net income. During the fiscal years 2024, 2023 and 2022 were recognized ARS 7,866 million, ARS 17,683 million and ARS 33,388 million, respectively.

The Consulting Agreement is subject to termination by either party upon not less than 60 days prior written notice. If we terminate the Consulting Agreement without cause, we will be liable to Consultores Asset Management and/or CVCU for twice the average of the amounts of the management fee paid to Consultores Asset Management for the two fiscal years prior to such termination.

Loan between Tyrus S.A. and Yad Leviim Ltd.

On May 3, 2024, an extension was reported for a period of 3 years, of a loan granted by Tyrus S.A., a company wholly owned by IRSA, to Yad Leviim Ltd., in a principal amount of USD 16,2 million at a rate interest of 7% per year from March 23, 2024. Yad Leviim Ltd. is a company controlled by Eduardo Elsztain.

For further information regarding related party transactions see Note 32 to our Audited Consolidated Financial Statements.

C. Interests of Experts and Counsel

This section is not applicable.

Item 8. Financial Information

A. Audited Consolidated Statements and Other Financial Information

See Item 18 for our Audited Consolidated Financial Statements.

Legal or arbitration proceedings

We are not engaged in any material litigation or arbitration and no material litigation or claim is known to us to be pending or threatened against us, other than those described below.

Litigation with Exagrind S.A.

Exagrind S.A. filed a lawsuit against Inversiones Ganaderas S.A. (IGSA) (a former subsidiary merged with the Company ) and Tali Sumaj on claims for damages and losses produced by a fire in one of the Company’s farms, “San Rafael” farm, which is close to Exagrind’s property, Tali Sumaj, in the Province of Catamarca, Argentina. The fire took place on September 6, 2000. There is a lien on the property and Exagrind S.A. requested that the measure be extended with an attachment of bank accounts. This ruling has been challenged and to date the accounts have not been attached. Moreover there is another judicial filed labeled “Exagrind S.A. Estancia San Rafael c/ Inversiones Ganaderas S.A. s/ Incidente de extension de responsabilidad” (147/11) wherein Exagrid S.A. requested an injunction against Cresud, which has not been implemented. Notwithstanding the foregoing, this measure was appealed by Cresud and to date the accounts have not been attached.

204

In December 2017, the first instance judgment was rendered, pursuant to which, Cresud was sentenced to pay damages to the plaintiff. Notwithstanding, the amount of the damages will be determined at the time of execution of such ruling. On April 4, 2018, the court granted us an appeal. In June 2020 the appeal filed by the company was rejected and from which the following grounds arise 1. That the damaging event was caused by the risk or vice of the thing in light by virtue of the provisions of Section 113 of the previous CC, considering that the risky activity was proven as the creator of the damage, understanding that the risk itself determines the responsibility and with it the danger of generating fire in the field that in his opinion was proven and originated in Tai Sumaj. 2. That the determination of the amount of damage requires an evidentiary point of view, therefore, it is understood that it must be determined at the execution stage, rejecting the appeal of the opponent in this regard. 3. Granted de appeal of the plaintiff in relation to the active rate for the use of justice from the date of the harmful event to the effective payment, being that the judge of 1st instance had set from the date of the sentence to the effective payment.

According to the judgment of December 2017, an expert witness was proposed. The expert witness report prepared by engineer Sergio Germán Pereyra has been presented, thus complying with the provisions of final judgment of December 2017. From the aforementioned report accompanied by the expert, the first instance judge decided to consider the amount of the judicial claim in the sum of ARS 52,893,850, this amount includes both the loss of profit of ARS 37,703,850, as well as the emergent damage of ARS 15,190,000, plus accrued interest until payment. Plus, in accordance with what was resolved by the Final Judgment of the Chamber of Appeals in Civil, Commercial, Labor and Family Matters of the 2nd Nomination, by means of Final Judgment No. 4, dated June 26 of the year 2020. We carried out an analysis of the alleged damages, estimating the sum of ARS 25,000,000. Likewise, the expertise of the professional engineer Sergio Germán Pereyra was challenged and an appeal for revocation was filed with an appeal in subsidy of the amounts determined as lost profits and consequential damages.

In addition, the Company is involved in several legal proceedings, including tax, labor, civil, administrative and other matters for which the Company has not established provisions based on the information assessed to date. In the opinion of management, the ultimate disposition of any threatened or pending matters, either individually or collectively, will not have a material adverse effect on the consolidated financial position, liquidity and results of operations of the Company. For ease of presentation, the Company has categorized these matters between those arising out of our agricultural and agro-industrial activities and those arising out of our investment and development properties business activities.

Trial and Preventive Seizure - Province of Salta

Cresud has entered into certain agreements with the state-owned company Salta Forestal S.A. Within the framework of these agreements, Cresud was granted a permit to use public land. In relation to these agreements, the Governor of the Province of Salta issued decrees 815/20, 395/21, 396/21, 397/21 and 398/21 to reject appeals filed by Cresud against the amount of fees established by Salta Forestal S.A. and by the Department of Agriculture Affairs for the 2013/2014, 2014/2015, 2015/2016, 2016/2017, 2017/2018, 2018/2019 and 2019/2020 campaigns of corn, soybeans and or sorghum. In this context, Cresud has initiated the judicial actions against these decrees and the province of Salta in return has initiated an executive and seizure lawsuit against Cresud for the amounts of the challenged fees.

To date, the corresponding courts ordered seizures of Cresud’s bank accounts (i) in proceedings N°726737/20 for ARS 42.5 million (ii) in proceedings N°739946/21 for ARS 44.7 million and (iii) in proceedings N°742573/21 for ARS 45.5 million. (iv) in proceedings N°739937/21 for ARS 69.2 million (v) in proceedings N°740034/21 for ARS 58.4 million.

Considering the decrees issued by the Government of Salta and according to the information provided by our external legal counsel, a contingency in the amount of ARS 284.5 million is estimated at year-end.

205

IRSA’s legal or arbitration proceedings

Set- forth below is a description of certain material legal proceedings to which we are a party. We are not a party to any significant litigation or arbitration and we are not aware of any significant litigation or claim that is pending or imminent against us outside of what is described below.

Urban Business

Set forth below is a description of certain material legal proceedings to which we are a party. We are not engaged in any other material litigation or arbitration and no other material litigation or claim is known to us to be pending or threatened against us or our subsidiaries. Nevertheless, we may be involved in other litigation from time to time in the ordinary course of business.

Puerto Retiro

In 1991, Indarsa had purchased 90% of Tandanor, a former government-owned company, which owned a piece of land near Puerto Madero of approximately 8 hectares. Indarsa failed to pay to the Argentine Government the price for its purchase of the stock of Tandanor, and as a result the Argentine Ministry of Defense requested the bankruptcy of Indarsa. Since the only asset of Indarsa was its holding in Tandanor, the Argentine Government is seeking to extend Indarsa’s bankruptcy to other companies or individuals which, according to its view, acted as a single economic group. In particular, the Argentine Government has requested the extension of Indarsa’s bankruptcy to Puerto Retiro which acquired Planta 1 from Tandanor.

In 1999, we, through Inversora Bolívar, increased our interest in Puerto Retiro to 50.0% of its capital stock.

The deadline for producing evidence in relation to these legal proceedings has expired. The parties have submitted their closing arguments and are awaiting a final judgment. We cannot give you any assurance that we will prevail in this proceeding.

Currently Puerto Retiro S.A., has a plot of 8.3 hectares, which is affected by a zoning regulation defined as U.P. that prevents the property from being used for any purpose other than strictly port activities. The Company was involved in a bankruptcy extension lawsuit initiated by the Argentine Government, to which the Board is totally alien.

Tandanor has filed a civil action against Puerto Retiro and the people charged in the referred criminal case looking forward to being reimbursed from all the losses which have arisen upon the fraud committed. On March 7, 2015 Puerto Retiro responded by filing certain preliminary objections, such as limitation, lack of information to respond to the lawsuit, lack of legitimacy (active and passive). On July 12, 2016 Puerto Retiro was legally notified of the decision adopted by the Tribunal Oral Federal No. 5 related to the preliminary objections mentioned above. Two of them were rejected –lack of information and lack of legitimacy (passive). We filed an appeal with regard to this decision, which was rejected. The other two objections would be considered in the verdict.

On September 7, 2018, the Court read its verdict, according to which the preliminary objection of limitation filed by Puerto Retiro was successful. Nevertheless, in the criminal procedure –where Puerto Retiro is not a party- Court ordered the seizure confiscation (“decomiso”) of the land known as “Planta 1.” This Court’s verdict is not final, as it is subject to further appeals Puerto Retiro filed an appeal with regard to the confiscation of Planta I. This appeal has not yet been decided.

On December 27, 2018, an action for cancellation was filed against the judgment that ordered the confiscation of the property named “Planta 1.” On March 1, 2019 we were notified of the “in limine” rejection of the action for cancellation filed. Subsequently, on March 8, 2019, a motion for restitution was filed against said resolution. On March 19, 2019, we were notified of the Court’s decision that rejected the replacement and declared the appeal filed in a subsidiary inadmissible. On March 22, 2019, a complaint was filed for appeal denied (before the Federal Criminal Cassation Chamber), the caul was granted, which is why the appeal filed is currently pending. In that sense, in April the appeal was maintained and subsequently, its foundations were expanded.

206

On February 21, 2020, an electronic document was received from the Federal Court of Criminal notifying the decision rejecting the appeals brought by Puerto Retiro against the verdict of the Federal Oral Court 5 that provided for the confiscation of the property Plant I and the distribution of costs in the order caused as regards the exception for the limitation of civil action brought by Puerto Retiro to which the Oral Court took place. Against that decision of appeal, Puerto Retiro was brought in a timely form of Federal Extraordinary Appeal. In addition, the Federal Criminal Cassation Chamber upheld the above limitation period by rejecting, to that effect, the appeal brought by the National State and Tandanor. Notwithstanding the fact that it is not possible to ensure with certainty the result of the denied federal extraordinary appeal, filed before the CSJN by Tandanor and the National State, against the Cassation decision that resolved to confirm the statute of limitations exception of the related civil action With the claim for damages filed by both subjects against Puerto Retiro S.A., it is estimated that the possibility that the aforementioned complaint resource prospers and, consequently, the CSJN revokes the exception of prescription of the civil action for damages, it is low.

Within the framework of the criminal case, the plaintiff denounced the non-compliance by Puerto Retiro S.A. of the precautionary measure decreed in the criminal court consisting of the prohibition to innovate and contract with respect to the premises subject of the civil action. As a result of such complaint, Federal Oral Court No. 5 filed an incident and ordered and executed the closure of the premises where the lease agreements with Los Cipreses S.A. and Flight Express S.A. were being performed, in order to enforce the compliance with the aforementioned measure. As a result of said circumstance, it was learned that the proceedings were transferred to the Criminal Court for the assignment of a court to investigate the possible commission of the crime of disobedience. As of the date of issuance of these Annual Report, there have been no further developments in this case.

In the face of the evolution of the legal cases affecting it and based on the reports of its legal advisors, the Management of Puerto Retiro has decided to record an impairment equivalent to 100% of the book value of its investment property, without prejudice to the reversal of the same in the event that a favorable judgment is obtained in the actions brought.

La Rural S.A.

In December 2012, the Argentine Government issued Decree No. 2552/12, which annulled a decree from 1991 that approved the sale of the Predio Ferial de Palermo to the Sociedad Rural Argentina (“SRA”) and revoked the corresponding sale agreement. On March 21, 2012, the Argentine Government notified the SRA of the new decree and instructed that the property be returned to the Argentine Government within 30 calendar days.

The Federal Civil and Commercial Court, upon request of the SRA, issued a precautionary measure suspending the enforcement of Decree No. 2552/12, as well as all actions taken in its consequence, including the Administración de Bienes del Estado (“AABE’s”) demand to deliver possession of the property.

On June 1, 2015, the first instance ruling in case No. 4573/2012 “SOCIEDAD RURAL ARGENTINA v. NATIONAL STATE - EXECUTIVE BRANCH on DECLARATORY ACTION” ordered the lifting of the precautionary measure that suspended the effects of Decree No. 2552/12. The SRA filed an appeal against this ruling. The Chamber II of the National Court of Appeals in Civil and Commercial Matters overturned the appealed ruling, thereby reinstating the precautionary measure ordered on January 4, 2013, which remains in effect to this day.

On March 11, 2016, La Rural S.A. was summoned as a third party in the aforementioned case, and responded to this summons on April 6, 2016. On April 21, 2016, the Argentine Government appeared in the case. At its request, a precautionary measure was issued to record the ongoing litigation regarding the properties identified in the proceeding. IRSA has not been formally notified nor is it involved in the judicial actions initiated by the SRA.

Following several procedural developments, on October 5, 2017, the Federal Criminal Court No. 2 requested the submission of records in the context of the case: “Menem, Carlos Saúl and others on charges under Section 261, first paragraph of the Criminal Code.” On March 27, 2018, the Oral Court sentenced various officials, including former President Carlos S. Menem and former Minister Domingo F. Cavallo, as necessary accomplices to the crime of embezzlement. Additionally, it acquitted the indicted officials of the SRA and rejected the AABE’s request for the restitution of the property, leaving the decision on that matter to the intervening Civil and Commercial Federal Court.

On May 11, 2022, once the case returned to the Federal Civil and Commercial Court, the evidentiary phase was initiated. As of June 30, 2024, the case remains in the evidentiary stage.

Given the characteristics of the conflict, as publicly disclosed, we estimate that if Decree No. 2552/12 was declared unconstitutional, such a decree would have no legal effect on EHSA or on IRSA’s acquisition of its stake in Entratainment Holding S.A. (“EHSA”) However, if the contrary were to happen, i.e., the judicial annulment of Decree No. 2699/91, this could have a tangible impact on the acquired assets. In this scenario, the judicial decision could result in the nullification of the sale of the property by the SRA and the nullification of all acts carried out by the SRA concerning the property, including the right of use currently held by the entity in which EHSA presently holds, indirectly, an equity interest through vehicles.

As of the date of issuance of this Annual Report, there is no evidence or information suggesting that the Company would have to return the property currently operated by La Rural S.A., and it continues its business operations as usual. However, this estimate could change depending on the legal proceedings’ progress, which the Company will continue to monitor.

Arcos del Gourmet

IRSA has been named as a party in a case titled “Federación de Comercio e Industria de la Ciudad de Buenos Aires y Otros c/ Gobierno de la Ciudad Autónoma de Buenos Aires s/ Amparo.” The plaintiff filed a petition for injunctive relief against the local government claiming that the Arcos del Gourmet project lacked the necessary environmental approvals and did not meet zoning requirements. On August 29, 2014, the lower court rendered a decision dismissing the case. This resolution was appealed but affirmed in December 2014. Therefore, on December 18, 2014, the “Arcos” Project was opened to the public, and is currently operating normally. Notwithstanding, the plaintiff appealed before the Superior Court of the City of Buenos Aires to request the review of the case based on constitutional matters allegedly at issue. On July 4, 2017, the Superior Court ordered the Appeals Court to review the case on certain grounds. The Appeals Court rendered a new sentence on February 14, 2019. This new sentence rules that Arcos del Gourmet has to yield a portion of land to build a green park. Arcos del Gourmet filed an appeal before the Superior Court. This appeal has been decided and Arcos del Gourmet filed an appeal for appeal denied. On April 22, 2022, IRSA was notified of the ruling issued by the Superior Court of Justice of the City of Buenos Aires (TSJ) in the case “Arcos del Gourmet SA s/ complaint for appeal of unconstitutionality denied in the Federation of Commerce and Industry of the City of Buenos Aires (FECOBA) and others c/GCBA and others s/ amparo” (QTS 16501/2019-0) by which it was resolved to partially uphold the appeal of unconstitutionality filed by Arcos del Gourmet S.A. against the judgment issued by the Court of Appeals in the CAyTRC Chamber III (the “Chamber”) issued on February 14, 2019, action 11587856/2018. Through its ruling, the TSJ ruled that the demolition of the works carried out on the Property where the “Arcos District” Shopping Center is currently located was not appropriate, and instead the Company should assign to the City a portion of land, in accordance with the provisions of Section 3.1.2 of the CPU, to be reserved for public use and utility, with unrestricted access and destined ‘specially and preferably to the generation of new landscaped green spaces. This area may come totally or partially from the property in which the shopping center is in operation or, where appropriate, from land surrounding the area. In the event that the company could not allocate the entire fraction of land, it should pay, after obtaining an expert opinion, an amount of money to allow the GCBA to obtain a property destined for said public use. Our legal advisors are analyzing the procedural steps to follow.

207

On May 18, 2015, we were notified that the AABE revoked the concession agreement entered into  with IRSA’s subsidiary Arcos del Gourmet S.A., through Resolution No. 170/2014. On June 2, 2015, IRSA’s former subsidiary, IRSA CP, filed before the AABE a request to declare the notification void, as certain formal proceedings required under Argentine law were not complied with by the AABE. Furthermore, Arcos del Gourmet S.A. filed an administrative appeal requesting the dismissal of the revocation of the concession agreement and a complaint before the Federal Contentious Administrative Courts located in the City of Buenos Aires seeking to declare Resolution No. 170/2014 void. The trial court rejected Arcos del Gourmet S.A.’s claim. As a consequence, Arcos del Gourmet S.A. launched an appeal against the Trial Court decision, which was rejected by the Court of Appeals – Chamber V on September 19, 2023. On October 4, 2023, Arcos del Gourmet S.A. filed a certiorari equivalent remedy (Recurso Extraordinario Federal) in order to have the lower courts’ decision reversed by the Supreme Court of Justice on several constitutional grounds. The case is still pending final resolution. 

Arcos del Gourmet S.A. also filed a lawsuit in order to judicially pay the monthly rental fees of the property. As of the date of this Annual Report, the “Distrito Arcos” shopping mall continues to operate normally.

In addition, we note that Playas Ferroviarias de Buenos Aires S.A.  (a government owned corporation to which the property of the land in which the shopping center was transferred) filed an eviction proceeding against Arcos del Gourmet S.A. before the Federal Contentious Administrative Courts located in the City of Buenos Aires. On May 11, 2022, the Trial Court decided the eviction of Arcos del Gourmet S.A. from the property where the shopping mall operates and, in turn, ordered Playas Ferroviarias de Buenos Aires S.A. to take steps to guarantee the continuity of the commercial activities of the occupants (tenants). This decision was appealed but on September 19, 2023, the Court of Appeals – Chamber V confirmed it. Subsequently, on October 4, 2023, Arcos del Gourmet S.A. filed a certiorari equivalent remedy (Recurso Extraordinario Federal) in order to have the lower courts’ decision reversed by the Supreme Court of Justice on several constitutional grounds. Following the rejection of the appeal by the Chamber, on March 22, 2024, a petition for review was filed directly with the Supreme Court of Justice of Argentina due to the denial of the federal extraordinary appeal. The case is still pending final resolution.

Caballito

On December 23, 2019, IRSA CP, IRSA’s former subsidiary, transferred to an unrelated third-party Parcel 1 of the land reserve located at Av. Avellaneda y Olegario Andrade 367 in the neighborhood of Caballito in the City of Buenos Aires.

The consideration is guaranteed by a mortgage on plot 1 and building 1 and the buyer has the option to acquire plot 2 of the same property until August 31, 2020 and plots 3 and 4 until March 31, 2021, subject to certain conditions precedent. On July 20, 2020 IRSA CP, IRSA’s former subsidiary, was notified of the filing of a protection action (amparo) that is processed before the Administrative and Tax Litigation Jurisdiction of the City of Buenos Aires, Court 24, Secretariat 47 where the plaintiff has requested the nullity of: 1) Administrative act that grants the certificate of environmental aptitude and 2) Administrative act that registered the plans of the work called –Caballito Chico– located on Avellaneda 1400, City of Buenos Aires, because it is understood that they contain defects in their essential elements, for being violative of the provisions contained in the Urban Planning Code and of the complementary regulations in force at the time of initiating the process and for causing irreparable damage to the environment and rights of collective incidence. The transfer was answered by the precautionary measure and by the substantive action. The transfer of said presentation was answered. On August 13, 2020, the following precautionary measure was decreed that orders: a) the suspension of the effects of the administrative acts granted by the CCA (DI-2018-1865-DGEVA and that registered the plans and; b) the stoppage of construction work carried out on the property located at Avellaneda 1400, City of Buenos Aires. The issuance of said precautionary measure was appealed. On October 1, 2020, the Court of Appeal confirmed the precautionary measure. The GCBA appealed the measure by filing a Constitutional Challenge that was denied, filling a complaint appeal, in October 2021. Regarding the main proceeding, it is in process of trial. As of the date hereof, the file is in the evidentiary stage.

Ramblas del Plata – formerly Costa Urbana – Costanera Sur – Convenio Urbanístico.

On October 29, 2021, a notification was received in relation to a collective legal protection action, requesting the convening of a public hearing prescribed by art. 63 of the Constitution of the City of Buenos Aires and the suspension of the processing of Bill 1831 - J 2021 (Trial Court of Administrative and Tax Law No. 10, Sec. 19 – Cause “Civil Association Observatory of the Right to City and others against GCBA and others on Protection Action (Amparo) – Others” - EXP J-01-00166469-3/2021-0). The Company proceeded to answer the lawsuit on November 12, 2021, requesting its rejection and on March 10, 2022, the court issued a ruling partially upholding the protection action (amparo). On March 15, 2022, IRSA as well as the GCBA -codefendant in the case- appealed the ruling. On March 17, 2022, the court granted the appeals with suspensive effect of the contested sentence (in accordance with the provisions of Law No. 2145). On March 7, 2023, Section IV of the Court of Appeals on Contentious-Administrative, Tax and Consumer Relations matters ruled in favor of IRSA and the GCBA completely dismissing the complaint.

208

On October 18, 2023, IRSA received a new notice of another collective protection action (amparo) related to the property identified as Ex Ciudad Deportiva Boca (Costa Urbana), seeking the cancellation of the public hearing prescribed by Section 63 of the Constitution of the City of Buenos Aires in relation to the consideration of Bill 1831 - J 2021. The complaint was duly answered. On February 26, 2024, a first-instance judgment was issued, fully dismissing the complaint, which became final as it was not appealed by the plaintiffs.

Central Bank Proceeding

The proceeding initiated by the Central Bank against IRSA and its directors is essentially based on the view that IRSA carried out a sale transaction of securities settled in foreign currency (commonly known as a Dollar Cable purchase). IRSA and its directors presented their defense to the Central Bank on September 6, 2023, arguing that the proceeding lacked legal grounds since the transaction was a purchase (and not a sale) with settlement in foreign currency, a type of transaction not included in the sworn statement submitted by IRSA to access the MULC in accordance with applicable regulations. On June 25, 2024, through RESOL-2024-168-E-GDEBCRA-SAFYC#BCRA, the Central Bank dismissed the charges against IRSA and its directors.

Legal proceedings in Israel 

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.

Therefore, on November 23, 2020 all officers that were appointed by Dolphin B.V. resigned from their positions in DIC and its subsidiaries.

As of June 30, 2024, IRSA no longer owns any capital stock of IDBD while we have an investment in DIC that amounts to 1.2 million of shares.

Litigation filed by IDBD against Dolphin B.V. and IRSA

On September 21, 2020, a claim was filed by IDBD against Dolphin Netherlands B.V. (“Dolphin BV”) and IRSA to the District Court in Tel- Aviv Jaffa (civil case no. 29694-09-20). The amount claimed by IDBD is NIS 70 million, claiming that Dolphin BV and IRSA breached a purported legally binding commitment to transfer to IDBD in an installment of NIS 140 million on September 2, 2020.

On December 24, 2020, and upon the insolvency’s court approval, IDBD’s trustee filed a motion to strike the claim, while keeping the right, as IDBD’s trustee, to file a new claim, inter alia,in the same matter, after conducting an inquiry concerning the reasons for IDBD’s insolvency.

On December 24, 2020, the court issued a judgment to strike the claim as requested.

On October 31, 2021, the Insolvency Commissioner notified that he did not oppose the motion, and on that same date, the court affirmed the motion initiated by the trustee of IDBD.

On December 26, 2021 IDBD filed the lawsuit against Dolphin BV and IRSA for the sum of NIS 140 million. According to purported claim, the defendants allegedly breached their legally binding commitment given to IDBD on August 29, 2019 to transfer to IDBD a total amount of 210 million NIS in 3 equal installments of NIS 70 million each: the first installment, on September 2, 2019; the second installment, on September 2, 2020 and the third installment, on September 2, 2021. The claim regard to the second and third installments. The claim also includes a sum of 3,299,433 NIS for the interest and linkage differences since the date of the alleged breach until the date the claim was filed, and a request to add to the total sum of the claim interest and linkage differences until the day of the verdict. In addition, the claim includes a request to charge the defendants with the legal fees and costs of the claimant. 

209

On January 30, 2023, and on February 7, 2023, the court issued a ruling allowing IDBD to serve the claim to the defendants out of jurisdiction and allowed Dolphin BV and IRSA to challenge the service and jurisdiction of the Israeli court by May 9, 2023. Therefore, Dolphin BV and IRSA submitted a motion to challenge the service, the jurisdiction of the Israeli Court, and the applicable law.

On July 3, 2023, after a hearing held in the matter, the court ruled that the Israeli court has jurisdiction over IRSA and Dolphin, and ordered Dolphin B.V. and IRSA to submit their defense statements by October 1, 2023.

Appeals filed by IRSA with the district court and to the supreme court, regarding the aspects concerning Israeli jurisdiction over IRSA and service to IRSA, were dismissed.

On September 14, 2023, IDBD filed a motion for a “Mareva” type interim injunction limited to the sum of 144M NIS (“the Interim Injunction”). The respondents submitted their response to the Interim Injunction on October 24, 2023, and IDBD submitted their response on December 10, 2023. A hearing in the matter was held on December 19, 2023. According to the court’s recommendation during the hearing, the parties reached understandings that will dismiss the Interim Injunction if IRSA provides a commitment to have a minimal surplus of assets or cash, at any time, in net worth of NIS 80 million (free from any third-party rights), as long as the claim against IRSA is ongoing. Such a commitment was given by IRSA and received the court’s approval on January 17, 2024. Therefore, the Interim Injunction was dismissed.

The defendants (IRSA and Dolphin BV) submitted their defense statement on December 29, 2023, which includes several defense arguments. Inter alia, the defendants argue that Dolphin’s BV commitment includes unequivocal and clear, terminating condition stating that the obligation of Dolphin BV will automatically expire with respect to all payments that have not yet been transferred to IDBD at the time the terminating condition is met. The undisputed sequence of events necessitates the conclusion that termination condition was met in relation to the second and third payment. In any case, there is no cause of action against IRSA, in the absence of direct rivalry between IRSA and IDBD. IDBD filed its reply to the statement of defense by January 28, 2024.

A pre-trial hearing was held on June 16, 2024, during which the court ordered the parties to complete the preliminary discovery proceedings. As of the date of this Annual Report, the parties are currently conducting preliminary discovery proceedings.

Class action against IDBD, Dolphin IL and Eduardo Elsztain regarding the sale of DIC

On October 3, 2018, a motion was initiated by an applicant alleging to hold shares in DIC, against IDBD, Dolphin IL, and Mr. Eduardo Elsztain seeking an injunction to annul the sale of shares of DIC to Dolphin and to appoint a trustee to hold those shares while the action is pending. The applicant claims that the sale was not in compliance with the provisions of the Concentration Law and the applicant is seeking an order for payment of monetary damages to the shareholders of DIC of between NIS 58 and 73 million. In addition, and following its liquidation process, IDBD was removed from the claim by the applicant.

Since the motion was initiated, and as of the date of this Annual Report, the following milestones of the proceedings have taken place:

On March 3, 2019, a response to the motion initiated by the applicant was submitted by the respondents.

210

On March 4, 2019, the court decided to grant the Attorney General a 45 day in which to decide whether he would be taking part of the proceedings.

On June 26, 2019, the Attorney General’s stance was submitted, announcing that he will be taking part in the proceedings. In addition, the Attorney General noted that due to the threshold arguments awaiting a ruling from the court, at this stage, he will not be his position on the proceedings.

On July 2, 2019, the court ruled that, in the event that the Attorney General chooses to submit his position to the court, he must do so in writing and no later than August 8, 2019.

On July 17, 2019, the applicant submitted an evidential disclosure request.

On September 23, 2019, the respondents submitted a motion deemed “resistance to the evidential disclosure request”, and on December 15, 2019, the applicant submitted his response to the Respondent’s motion.

On December 31, 2019, the court decided that, in order to rule on the evidential disclosure request, it must first rule on existing threshold arguments request. Therefore, the court set a schedule in which the Parties must submit their stance regarding the threshold arguments.

On January 20, 2020, the respondents submitted a notice regarding their threshold arguments, and on February 10, 2020, the applicant submitted his stance regarding the respondents notice.

On March 18, 2020, the Attorney General submitted a notice pursuant to which he informed that he will not be taking a stance regarding the threshold arguments.

On May 12, 2020, the respondents submitted their response to the applicant’s response to their notice regarding the threshold arguments.

On August 10, 2020, the court held a hearing with the Parties regarding the threshold arguments.

On November 30, 2020, the court ruled that the motion should not be dismissed, and that all claims of the Parties are maintained. In addition, the court further ruled that as long as the controversial matter concerns the violation of the Concentration Law, the respondents are correct in claiming that the applicant, who holds Second Layer Company shares, is not eligible to file a motion under the Concentration Law.

On January 19, 2021, the applicant filed an amended evidential disclosure request (the “Amended Request”). On February 11, 2021, the respondents submitted a response to the Amended Request denying the applicant’s claims, and, on February 18, 2021, the applicant submitted his response. On April 9, 2021, the court denied the Amended Request ruling that the applicant must pay the respondents’ request expenses in the amount of NIS 6,500.

On November 4 and 24, 2021, two evidence hearings were held pursuant to cross-examining the expert appointed on behalf of the applicant and the applicant himself.

On May 29, 2022, a third evidence hearing was held on the motion pursuant to which the witnesses, on behalf of the respondents, were cross-examined.

On June 14, 2022, the court approved the settlement agreed by the Parties, pursuant to which the applicant would be submitting his closing arguments no later than November 1, 2022, with the respondents submitting their closing arguments no later than February 28, 2023. The applicant submitted his response to our closing arguments on September 5, 2023. As of the date of this Annual Report request for filing a class action was rejected with each party bearing its own costs.

211

Class action against DIC and Mr. Eduardo Elsztain and other directors of IRSA regarding exit of the DIC’s share from indexes

On October 2, 2018, DIC was served with an action and a motion to approve that action as class action, which had been filed with the District Court of Tel Aviv-Yafo against the DIC, Mr. Eduardo Elsztain, and against additional directors and officers serving in DIC, in connection with the exit of DIC’s share on February 1, 2018 from the TA90 and TA 125 indexes of the TASE, whereon it had been traded on the Tel Aviv Stock Exchange Ltd. up to that date alleging to have held DIC’s shares prior to February 1, 2018 and thereafter. The Court is requested, inter alia, to approve the action as a class action and to charge the respondents with compensating the members of the Company according to the damage caused estimated at approximately NIS 17.6 million.

On April 10, 2021, a preliminary hearing was held on the applicant’s request to receive documents of the independent committee of IDBD that was established as part of the centralization transaction. The disclosure of these documents was approved by the court in the past, but the documents were not given to the applicant after a trustee was appointed for IDBD and the documents were not in the control of the respondents (and they could not hand them to the applicant). IDBD’s trustee attended the preliminary hearing and claimed that he cannot hand over the documents until his investigation in connection with the centralization transaction is completed.

Therefore, the court ruled that IDBD’s trustee shall hand over the documents to the applicant and the respondents by September 2022, assuming that the investigation will be concluded by then. As to the date of this Annual Report, the documents have not been delivered to the applicant.

In addition, and notwithstanding the above, two evidence hearings are scheduled to be held during December 2022.

On December 20, 2023, the parties submitted a joint request for the applicant's withdrawal from the proceeding (the "Withdrawal Request"). As part of the Withdrawal Request, the court was asked to approve the parties' agreement that the applicant would withdraw from the proceeding, that the request for certification of the case as a class action would be dismissed, that the applicant's personal claim would be rejected, and that he would commit not to file any further proceedings on the matter. As part of the request, the parties agreed to recommend that the court approve reimbursement of expenses to the applicant in the amount of 150,000 ILS. The Withdrawal Request emphasized that the respondents were willing to pay this amount to cover the applicant's expenses to avoid the legal costs involved in continuing the proceedings, despite their assessment that the request for approval of a class action would be denied, and that the Withdrawal Request does not admit to any of the applicant's claims or allegations.

After receiving the stance of the professional bodies in the Ministry of Justice and the Israel Securities Authority regarding the Withdrawal Request, on June 23, 2024, Judge S. Yaakobi issued a ruling approving the Withdrawal Request. The ruling stated that, based on the submissions and evidence presented, the applicant would not have been able to prove his claims in the proceeding, and therefore there is no concern that the withdrawal is based on irrelevant considerations. Furthermore, the court approved the reimbursement of the applicant's expenses in the proceeding in the amount of only 92,000 New Israeli Shekel.

Dividend policy

Pursuant to Argentine law, the distribution and payment of dividends to shareholders is valid only if they result from net and realized earnings of the company pursuant to annual audited financial statements approved by the shareholders. The approval, amount and payment of dividends are subject to the approval by our shareholders at our annual ordinary shareholders meeting. The approval of dividends requires the affirmative vote of a majority of the shares entitled to vote at the meeting.

In accordance with Argentine law and our by-laws, net and realized profits for each fiscal year are allocated as follows:

· 5% of such net profits is allocated to our legal reserve, until such reserve amounts to 20% of our capital stock;

· a certain amount determined at a shareholders’ meeting is allocated to compensation of our directors and the members of our supervisory committee; and

· additional amounts are allocated for the payment of dividends or to optional reserve funds, or to establish reserves for whatever other purpose our shareholders determine.

According to the CNV Rules, cash dividends must be paid to shareholders within 30 days of the resolution approving their distribution. In the case of stock dividends, the shares must be delivered to shareholders within three months of the annual ordinary shareholders’ meeting that approved them.

The following table sets forth the total and per share amounts paid as dividends on each fully paid‑in share for the fiscal years mentioned. The amounts stated in Pesos correspond to nominal Pesos on their respective dates of payment and refers to our unconsolidated dividends. See “Item 3. Key Information—A1. Local Exchange Market and Exchange Rates.”

212

Fiscal year	Dividend Paid stated in terms of the measuring unit current as of June, 30, 2024		Dividend per share paid stated in terms of the measuring unit current as of June 30, 2024		Dividend paid stated in terms of the measuring unit current as of the date of the each corresponding Shareholders’ meeting (1)		Dividend per share paid stated in terms of the measuring unit current as of the date of the each corresponding Shareholders’ meeting (1)
	(in million of ARS )		(ARS )		(in million of ARS )		(ARS )
2019		—		—		—		—
2020		—		—		—		—
2021		—		—		—		—
2022		—		—		—		—
2023 (2)		64,045		110.71		12,600		21.81
2024 (3) (4)		96,196		163.10		52,000		87.98

_______________________

(1)	The decisions made on the basis of years’ results prior to the application of IAS 29, are not subject to revision.
(2)	Includes cash dividends paid on: (i) November 11, 2022, for a total amount of ARS 3,100 million or ARS 5.29 per share, and (ii) May 8, 2023, for a total amount of ARS 9,500 million or ARS 16.52 per share (stated in terms of the measuring unit current as of the date of the each corresponding Shareholders’ meeting).
(3)	Includes cash dividends paid on: (i) October 12, 2023, for a total amount of ARS 22,000 million or ARS 37.44 per share, and (ii) May 14, 2024, for a total amount of ARS 30,000 million or ARS 50.55 per share (stated in terms of the measuring unit current as of the date of the each corresponding Shareholders’ meeting).
(4)	Additionally, a dividend in kind paid in IRSA shares. Dividend per share: 0.03759065836 IRSA shares per CRESUD share.

For more information see: “Recent Developments—General Ordinary and Extraordinary Shareholders’ Meeting”.

B. Significant changes

For information about significant changes see, “Recent Developments- General Ordinary and Extraordinary Shareholders’ Meeting”.

Item 9. The Offer and Listing

A. Offer and Listing Details

The following summary provides information concerning our share capital.

Stock Exchanges in which our securities are listed

Our common shares are listed on the ByMA and our ADSs in the NASDAQ.

The following description of the material terms of our capital stock is subject to our certificate of incorporation and bylaws, which are included as exhibits to this Form 20-F, and the provisions of applicable Argentine Law.

On February 17, 2021, we announced the launch of our public offering of shares for up to 90 million shares (or its equivalent 9 million ADS) and 90,000,000 warrants to subscribe for new common shares, to registered holders as of February 19, 2021. Each right corresponding to one share (or ADS) allowed its holder to subscribe 0.1794105273 new common shares and receive free of charge an option with the right to subscribe 1 additional ordinary share in the future. The final subscription price for the new shares was ARS 70.31 or USD 0.472 and for the new ADS it was USD 4.72. The new shares, registered, of ARS 1.00 of par value each and with the right to one vote per share gives the right to receive dividends under the same conditions as the current shares in circulation.

On March 5, 2021, having finished the preemptive rights subscription period, the Company’s shareholders have subscribed the amount of 87,264,898 new additional shares, that is 97% of the shares offered, and have requested through the accretion right 26,017,220 additional new shares, for which 2,735,102 new shares will be issued, completing the total issuance of 90,000,000 new shares (or their equivalent in ADSs) offered. Likewise, 90,000,000 options will be issued that will entitle the holders through their exercise to acquire up to 90,000,000 additional new shares.

213

The exercise price of the warrants was USD 0.566. The warrants may be exercised quarterly from the 90th day of their issuance on the 17th to the 25th (inclusive) of the months of February, May, September, and November of each year (provided that dates are business days in the city of New York and in the City of Buenos Aires) until their expiration 5 years from the date of issue. The warrants are available for trading on NASDAQ and ByMA under the tickers CRESW and CRE3W, respectively. On May 15, 2024, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of the payment of the cash dividend and shares distributed to the shareholders on May 14, 2024, being the current Ratio of 1.3146 shares per option and a price of USD 0.4303 per share.

As of June 30, 2024, the capital stock of the Company was 596,355,320 common shares and the outstanding warrants were 85,998,622. On October 2, 2024, we informed that between September 17, 2024, and September 25, 2024, certain holders of warrants had exercised their right to acquire additional shares of the Company. As a result, 1,737,342 options were exercised, which resulted in 2,283,822 common shares of the Company being issued. After the exercise of these warrants, the number of shares and the capital stock of the Company increased from 596,355,320 to 598,639,142, and the number of outstanding warrants decreased from 85,998,622 to 84,261,280. For more information see “Recent Developments – Exercise of Warrants.”

As of that date of this Annual Report: (1) we had no other shares of any class or series issued and outstanding; and (2) there are no outstanding convertible notes to acquire our shares. Our common shares have one vote per share. All outstanding shares are validly issued, fully paid and non-assessable. As of June 30, 2024, there were approximately 64,489 holders of our common shares.

Price history of our stock in the ByMA and NASDAQ

Our common shares are traded in Argentina on the ByMA under the trading symbol “CRES.” Since March 1997, our ADRs, each presenting 10 common shares, have been listed on the NASDAQ under the trading symbol “CRESY.” The Bank of New York is the depositary with respect to the ADRs.

The following chart shows, for the period indicated, the maximum and minimum closing listed prices of our common shares on the ByMA and of our ADS on the NASDAQ.

B. Plan of Distribution

This item is not applicable.

C. Markets

Argentine Securities Markets

In December 2012, the Argentine Government enacted the CML, which sets out the rules governing capital markets, its participants, and the rules by which securities traded therein are subject to regulation and monitoring by the CNV. In September 2013, the CNV issued General Resolution No. 622/2013 (the “CNV Rules”) a new set of rules further implementing and administering the requirements of the CML. On May 9, 2018, the Argentine Chamber of Deputies approved Law No. 27,440 called “Ley de Financiamiento Productivo”, which creates a new financing regime for MiPyMEs and modifies the CML, Investment Funds Law No. 24,083 and Law No. 23,576, among others, as well as certain related tax provisions, and establishes regulations for derivative instruments, all with the aim of achieving a modern and transparent financial regulatory framework that contributes to the development of the Argentine economy. On May 21, 2018, the Argentine Government issued Decree No. 471/2018, which regulates certain aspects of the CML as amended by Law No. 27,440.

214

The CML, as currently in effect, sets forth, the following key goals and principles:

· promoting the participation of small investors, employee unions, industry groups and trade associations, professional associations and all public savings entities in the capital markets, promoting mechanisms designed to promote domestic savings and channel such funds toward the development of production;

· strengthening mechanisms to prevent abuses and protect small investors;

· promoting access to the capital market by small and medium-sized companies;

· using state-of-the-art technology to foster creation of an integrated capital market through mechanisms designed to achieve interconnection of computer systems among trading markets;

· encouraging simpler trading procedures available to users to increase liquidity and competitiveness to develop favorable conditions for transaction execution;

· reducing systemic risk in the Argentine capital markets through actions and resolutions aimed at implementing international best practices;

· promoting the integrity and transparency of the Argentine capital markets; and

· promoting financial inclusion.

The CNV is a self-administered agency of the Argentine Government with jurisdiction covering the territory of Argentina, governed by the provisions of the CML, and the CNV Rules among other related statutory regulations. The relationship of the CNV and the PEN is maintained through the Argentine Ministry of Economy, which hears any appeals filed against decisions made by the CNV, notwithstanding any other legal actions and remedies contemplated in the CML.

The CNV supervises and regulates the authorized markets in which the securities and the collective investment products are traded, the corporations authorized in the public offer regime, and all the other players authorized to operate in the public offer regime, as the registered agents, the trading agents, the financial advisors, the underwriters and distributors, the brokers, the settlement and clearing agents, the managers of collective investment products, the custodians of collective investment products, the collective depositories, and the risk rating agencies, among others. Argentine institutional investors and insurance companies are regulated by separate government agencies, whereas financial institutions are regulated mainly by the Central Bank.

Before offering securities to the public in Argentina, an issuer must meet certain requirements established by the CNV with regard to its assets, operating history and management. Only securities offerings approved by the CNV may be listed on a stock exchange. However, CNV approval does not imply certification as to the quality of the securities or the solvency of the issuers of listed securities are required to file unaudited quarterly financial statements and audited annual financial statements prepared in accordance with IFRS Accounting Standards, as issued by the IASB (excluding financial institutions under the supervision of the Central Bank, insurance companies under the supervision of the Insurance Superintendence and medium and small enterprises) and various other periodic reports with the CNV and the stock exchange on which their securities are listed. In addition, issuers must report to the CNV and the relevant stock exchange any event related to the issuer and its shareholders that may affect materially the value of the securities traded.

On September 19, 2024, the CNV enacted new rules governing private offerings of securities, within the framework established by Section 82 of the CML establishing a safe harbor regime provided that certain requirements of mechanisms of dissemination, offering, and distribution, as well as the number and type of investors to whom the offering is targeted are met.

In Argentina, debt and equity securities traded on an exchange must, unless otherwise instructed by their shareholders, be deposited with a Central Securities Depository based in Argentina. Currently the only depositary authorized to act in accordance with the CML and CNV Rules is Caja de Valores, a corporation owned by ByMA which provides central depositary facilities, as well as acting as a clearinghouse for securities trading and as a transfer and paying agent for securities transactions.

215

Law No. 27,440 streamlines the regulation of mutual funds, public offerings of securities, of negotiable obligations and regulation of intermediaries and securities markets, while incorporating a long-awaited regulation for derivative instruments and the margins and guarantees that cover them. Below is a summary of the main amendments to the CML introduced by Law No. 27,440:

· Eliminates the CNV’s power to appoint supervisors with veto power over resolutions adopted by an issuer’s Board of Directors without a judicial order.

· Grants the CNV the power to issue regulations to mitigate situations of systemic risk, set maximum fees to be received by securities exchanges, create or modify categories of agents, encourage the simplification of the negotiation of securities and promote the transparency and integrity of the capital markets, while prohibiting the CNV from denying an issuer’s public offer authorization request solely because of opportunity, merit or convenience.

· Empowers the CNV to regulate private offerings of securities.

· Grants federal commercial courts jurisdiction to review resolutions or sanctions issued by the CNV.

· Strengthens due process guarantees in favor of persons on entities sanctioned by the CNV and increases the amount of the fines, between ARS 100,000 and ARS 100 million, which can be increased up to five times the benefits perceived with the infraction.

· Returns functions such as supervision, inspection and control of agents and operations, to the stock exchanges and clearing houses without this implying delegation of the powers of the CNV.

· Allows the CNV to regulate and set ownership limits of authorized markets to restrict control concentration. Preemptive rights may be exercised through the placement procedure determined in a public offering prospectus, instead of the procedure set forth in the LGS. Preemptive right holders have the right to subscribe for newly issued shares in proportion to their shareholding prior to the capital increase. The subscription price for the newly issued shares may not be less than the public offering price. In order to use the public offering regime for a preemptive rights offering the issuer must (i) have an express provision in its bylaws adopting this regime in lieu of the regime set forth in the LGS; and (ii) the issuer’s shareholders must approve any issuance of equity securities or convertible debt securities.

· Eliminates share accretion rights, unless expressly provided for in a listed company’s bylaws.

· Allows foreign entities to participate in all shareholder meetings through authorized agents.

· Establishes guidelines to set the offer price in a mandatory tender offer.

· Allows the offeror to freely set the offer price in a voluntary tender offer.

Information regarding the ByMA

	As of June 30, (1)
	2024		2023
Market capitalization (in billions of ARS)		64,665		18,530
Shares average daily trading volume (2) (in millions of ARS)		51,233		9,555
Number of listed companies (3)		81		81

_______________

(1)	Reflects Merval historical data.
(2)	During the month of June.
(3)	Includes companies that received authorization for listing.

216

Although companies may list all of their capital stock on the ByMA, in many cases a controlling block is retained by the listed company’s shareholders, resulting in a relatively small percentage of many companies’ stock being available for active trading by the public.

As of June 30, 2024, approximately 81 companies had equity securities listed on, or being transitioned to the ByMA. The Argentine securities markets generally have substantially more volatility than securities markets in the United States and certain developed countries. The S&P Merval index experienced a 63% increase in 2021, a 142% increase in 2022 and a 360% increase in 2023. In order to avoid large fluctuations in securities prices of traded securities, the ByMA operates a system pursuant to which the negotiation of a particular security is suspended for 15 minutes when the price of the security registers a variation between 10% and 15% and between 15% and 20%, during any trading session. Any additional 5% variation in the price of the security results in additional 10 minutes successive suspension periods.

NASDAQ Stock Market

Our ADRs are listed and traded in the NASDAQ Global Market under the trading symbol “CRESY”.

D. Selling Shareholders

This item is not applicable.

E. Dilution

This item is not applicable.

F. Expenses of The Issue

This item is not applicable.

Item 10. Additional Information

A. Share Capital

This item is not applicable.

B. Memorandum and Articles of Association

Our Corporate Purpose

Our legal name is Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria. We were incorporated under the laws of Argentina on December 31, 1936 as a sociedad anónima (Stock Corporation) and were registered with Public Registry on February 19, 1937 under number 26, on page 2, book 45 of National by-laws Volume. Pursuant to our by-laws, our term of duration expires on June 6, 2082.

Pursuant to article 4 of our by-laws our purpose is to perform the following activities:

· commercial activities with respect to cattle and products pertaining to farming and animal husbandry;

· real estate activities with respect to urban and rural properties;

· financial activities, except for those regulated by Law No. 21,526 of financial entities;

· farming and animal husbandry activities, for properties owned by us or by third parties; and

· agency and advice activities for which there is not required a specific qualifying title.

217

Limited Liability

Shareholders’ liability for losses is limited to their equity interest in us. Notwithstanding the foregoing, under the LGS, shareholders who voted in favor of a resolution that is subsequently declared void by a court as contrary to Argentine law or a company’s by-laws (or regulation, if any) may be held jointly and severally liable for damages to such company, other shareholders or third parties resulting from such resolution. In addition, a shareholder who votes on a business transaction in which the shareholder’s interest conflicts with that of the company may be liable for damages under the Argentine Corporation Law, but only if the transaction would not have been validly approved without such shareholder’s vote.

Capitalization

We may increase our share capital upon authorization by our shareholders at an ordinary shareholders’ meeting. Capital increases must be registered with the Public Registry, and published in the Official Gazette (Boletín Oficial). Capital reductions may be voluntary or mandatory and must be approved by the shareholders at an extraordinary shareholders’ meeting (Asamblea Extraordinaria). Reductions in capital are mandatory when losses have depleted reserves and exceeded 50% of capital. As of June 30, 2024, our share capital consisted of 596,355,320 common shares.

Our bylaws provide that preferred stock may be issued when authorized by the shareholders at an extraordinary shareholders’ meeting (Asamblea Extraordinaria) and in accordance with applicable regulations. Such preferred stock may have a fixed cumulative dividend, with or without additional participation in our profits, resolved by the shareholders’ meetings. We currently do not have outstanding preferred stock.

Preemptive Rights and Increases of Share Capital

Pursuant to our by-laws and the CML (Section 62 bis), in case of capital increase of shares or convertible notes offer through public offering and subject to the two conditions indicated as follows, the preemptive right as set out in Section 194 of the LGS and Section 11 of Negotiable Obligations Law No. 23,576 shall be exercised exclusively through the placement’s proceeding determined in the public offering prospect. The owners of the shares and the convertible notes, beneficiaries of the preemptive right, shall have priority in the adjudication up to the amount of the shares that correspond to them according to their ownership. The referred two conditions are: (i) the inclusion of the disposition in the bylaws of the company and (ii) the approval of the shareholders’ meeting that approves the issuance of the shares and the convertible bonds. The accretion right corresponding to any shares of a class not preempted by any holder of that class, allows the remaining holders of the call to accretion rights based on the number of shares they purchased when they exercised their own preemptive rights, shall be exercised simultaneously to the preemptive rights and for the same term.

Additionally, the LGS permits shareholders at an extraordinary shareholders’ meeting (Asamblea Extraordinaria) to suspend or limit the preemptive rights relating to the issuance of new shares in specific and exceptional cases in which the interest of the Company requires such action and, additionally, under the following specific conditions:

· the issuance is expressly included in the list of matters to be addressed at the shareholders’ meeting; and

· the shares to be issued are to be paid in-kind or in exchange for payment under pre-existing obligations.

218

Furthermore, Section 12 of the Negotiable Obligations Law No. 23,576 permits shareholders at an extraordinary shareholders’ meeting (Asamblea Extraordinaria) to suspend preemptive subscription rights for the subscription of convertible notes under the above-mentioned conditions. Preemptive rights may also be eliminated, so long as a resolution providing so has been approved by at least 50% of the outstanding capital stock with a right to decide such matters and so long as the opposition to such resolution does not surpass 5% of the share capital. Accretion rights may be eliminated and reduce the term for the exercise of the preemptive rights to no less than 10 days, when the company executes a underwriting agreement with an intermediary agent for its subsequent distribution to the public.

Shareholders’ Meetings and Voting Rights

Our bylaws provide that shareholders’ meetings may be called by our board of directors or by our Supervisory Committee or at the request of the holders of shares representing no less than 5% of the common shares. Any meetings called at the request of shareholders must be held within 30 days after the request is made. Any shareholder may appoint any person as its duly authorized representative at a shareholders meeting, by granting a proxy. Co-owners of shares must have single representation.

In general, the following matters can be considered only at an extraordinary shareholders’ meeting (Asamblea Extraordinaria):

· matters that may not be approved at an ordinary shareholders’ meeting;

· the amendment of our bylaws;

· reductions in our share capital;

· redemption, reimbursement and amortization of our shares;

· mergers, and other corporate changes, including dissolution and winding-up;

· limitations or suspensions to preemptive rights to the subscription of the new shares; and

· issuance of debentures, convertible negotiable obligations and bonds that do not qualify as notes (obligaciones negociables).

In accordance with our by-laws, ordinary and special shareholders’ meetings (Asamblea Extraordinaria) are subject to a first and second quorum call, the second to occur upon the failure of the first. The first and second notice of ordinary shareholders’ meetings may be made simultaneously. In the event that both are made on the same day, the second must occur at least one hour after the first. If simultaneous notice was not given, the second notice must be given within 30 days after the failure to reach quorum at the first. Such notices must be given in compliance with applicable regulations. In the case of special shareholders’ meetings the second call must be made within 30 days after the failure to reach the quorum of the first by giving appropriate notice according to applicable regulations.

Quorum for an ordinary shareholders’ meeting on the first call requires the presence of a number of shareholders holding a majority of the shares entitled to vote and, on the second call, the quorum consists of the number of shareholders present, whatever that number. Decisions at ordinary shareholders’ meetings must be approved by a majority of the votes validly exercised by the shareholders.

A quorum for an special shareholders’ meeting (Asamblea Extraordinaria) on the first call requires the presence of persons holding 60% of the shares entitled to vote and, on the second call, the quorum consists of the number of shareholders present, whatever that number. Decisions at special shareholders’ meeting (Asamblea Extraordinaria) generally must be approved by a majority of the votes validly exercised.

However, pursuant to the LGS, all shareholders’ meetings, whether convened on a first or second quorum call, require the affirmative vote of the majority of shares with right to vote in order to approve the following decisions:

219

· advanced winding-up of the company;

· transfer of the domicile of the company outside of Argentina;

· fundamental change to the purpose of the company;

· total or partial mandatory repayment by the shareholders of the paid-in capital; and

· a merger or a spin-off, when our company will not be the surviving company.

Holders of common shares are entitled to one vote per share. Owners of common shares represented by ADRs exercise their voting rights through the ADR Depositary, who acts upon instructions received from such shareholders and, in the absence of instructions, votes in the same manner as our majority of the shareholders present in the shareholders’ meeting.

The holders of preferred stock may not be entitled to voting rights. However, in the event that no dividends are paid to such holders for their preferred stock, the holders of preferred stock are entitled to voting rights. Holders of preferred stock are also entitled to vote on certain special matters, such as a transformation of the corporate type, early dissolution, change to a foreign domicile, fundamental change in the corporate purposes, total or partial replacement of capital losses, mergers in which our company is not the surviving entity, and spin-offs. The same exemption will apply in the event the preferred stock is traded on any stock exchange and such trading is suspended or canceled. Note that the Company has not outstanding preferred stock.

Dividends and Liquidation Rights

The LGS establishes that the distribution and payment of dividends to shareholders is valid only if they result from realized and net earnings of the company pursuant to an annual balance sheet approved by the shareholders. Our board of directors submits our financial statements for the previous fiscal year, together with the reports of our Supervisory Committee, to the Annual Ordinary Shareholders’ Meeting. This meeting must be held on or before October 31 of each year to approve the financial statements and decide on the allocation of our net income for the year under review. The distribution, amount and payment of dividends, if any, must be approved by the affirmative vote of the majority of the present votes with right to vote at the meeting.

The shareholders’ meeting may authorize payment of dividends on a quarterly basis provided no applicable regulations are violated. In that case, all and each of the members of the board of directors and the supervisory committee will be jointly and severally unlimitedly liable for the refund of those dividends if, as of the end of the respective fiscal year, the realized and net earnings of the company are not sufficient to allow the payment of dividends.

When we declare and pay dividends on the common shares, the holders of our ADRs, each representing the right to receive ten common shares, outstanding on the corresponding registration date, are entitled to receive the dividends due on the common shares underlying the ADRs, subject to the terms of the Deposit Agreement dated March 18, 1997 executed by and between us, The Bank of New York, as depositary and the eventual holders of ADRs. The cash dividends are to be paid in Pesos and, except under certain circumstances, are to be converted by the Depositary into U.S. dollars at the exchange rate prevailing at the conversion date and are to be paid to the holders of the ADRs net of any applicable fee on the dividend distribution, costs and conversion expenses, taxes and public charges.

Dividends may be lawfully paid only out of our retained earnings determined by reference to the financial statements prepared in accordance with Argentine GAAP. In accordance with the LGS, net income is allocated in the following order: (i) 5% is retained in a legal reserve until the amount of such reserve equals 20% of the company’s outstanding capital; (ii) dividends on preferred stock or common shares or other amounts may be retained as a voluntary reserve, contingency reserve or new account, or (iii) for any other purpose as determined by the company’s shareholders at an ordinary shareholders’ meeting.

220

Our legal reserve is not available for distribution. Under the applicable regulations of the CNV Rules, dividends are distributed pro rata in accordance with the number of shares held by each holder within 30 days of being declared by the shareholders for cash dividends and within 90 days of approval in the case of dividends distributed as shares. The right to receive payment of dividends expires five years after the date on which they were made available to shareholders. The shareholders’ meeting may authorize payment of dividends on a quarterly basis provided no applicable regulations are violated. In such case, all and each of the members of the board of directors and the supervisory committee will be jointly and severally liable for the refund of those dividends if, atthe end of the respective fiscal year, the realized and net earnings of the company are not sufficient to allow for the payment of dividends.

When we declare and pay dividends on the common shares, the holders of our ADRs, each representing the right to receive ten common shares, outstanding on the corresponding registration date, are entitled to receive the dividends due on the common shares underlying the ADRs, subject to the terms of the Deposit Agreement dated March 18, 1997 executed by and between us, The Bank of New York, as depositary and the eventual holders of ADRs. The cash dividends are to be paid in Pesos and, except under certain circumstances, are to be converted by the Depositary into U.S. dollars at the exchange rate prevailing at the conversion date and are to be paid to the holders of the ADRs net of any applicable fee on the dividend distribution, costs and conversion expenses, taxes and public charges.

Regardless of the term for dividend’s payment established by CNV, regulations enacted by the BASE set forth that cash dividends must be paid within 10 days after their approval by a shareholders’ meeting.

Approval of Financial Statements

Our fiscal year ends on June 30 of each year, after which we prepare an annual report which is presented to our board of directors and Supervisory Committee. The board of directors submits our financial statements for the previous fiscal year, together with the reports of our Supervisory Committee, to the annual ordinary shareholders’ meeting, which must be held within 120 days of the close of our fiscal year, in order to approve our financial statements and determine our allocation of net income for such year. At least 20 days before the ordinary shareholders’ meeting, our annual report must be available for inspection at our principal office.

Right of Dissenting Shareholders to Exercise Their Appraisal Right

Whenever certain actions are approved at an extraordinary shareholders’ meeting (Asamblea Extraordinaria) (such as the approval of a merger, a spin-off (except when the shares of the acquired company are publicly traded), a fundamental change of corporate purpose, a transformation from one type of corporation to another, a transfer of the domicile of our company outside of Argentina or, as a result of the action approved, the shares cease to be publicly traded) any shareholder dissenting from the adoption of any such resolution may withdraw from our company and receive the book value per share determined on the basis of our latest financial statements, whether completed or to be completed, provided that the shareholder exercises its appraisal rights within ten days following the shareholders’ meeting at which the resolution was adopted.

In addition, to have appraisal rights, a shareholder must have voted against such resolution or act within 15 days following the shareholders’ meeting if the shareholder was absent and can prove that he was a shareholder of record on the day of the shareholders meeting. Appraisal rights are extinguished with respect to a given resolution if such resolution is subsequently overturned at another shareholders’ meeting held within 75 days of the previous meeting at which the original resolution was adopted. Payment on the appraisal rights must be made within one year of the date of the shareholders’ meeting at which the resolution was adopted, except where the resolution involved a decision that our stock ceases to be publicly traded, in which case the payment period is reduced to 60 days from the date of the resolution.

Ownership Restrictions

The CNV Rules require that transactions that cause a person’s holdings of capital stock of a registered Argentine company, to hold 5% or more of the voting power, should be immediately notified to the CNV. Thereafter, every change in the holdings that represents a multiple of 5% of the voting power should also be notified.

221

Directors, senior managers, executive officers, members of the supervisory committee, and controlling shareholders of an Argentine company whose securities are publicly listed, should notify the CNV on a monthly basis, of their beneficial ownership of shares, debt securities, and call and put options related to securities of such companies and their controlling, controlled or affiliated companies.

Holders of more than 50% of the common shares of a company or who otherwise have voting control of a company, as well as directors, officers and members of the supervisory committee, must provide the CNV with annual reports setting forth their holdings in the capital stock of such companies and monthly reports of any change in their holdings.

Public acquisition offer

The main characteristics of the public acquisition offer regime established in the CML, as well as in the CNV Rules and in the Company’s Bylaws are detailed below. We recommend the investing public to read the CML, the CNV Rules and the Company’s Bylaws, in order to obtain an exhaustive knowledge of the regime and procedure of public acquisition offer applicable to the Company in particular.

According to the CML, any public offer to acquire shares with voting rights of a company whose shares are admitted to the public offering regime, whether voluntary or mandatory, must be carried out under the terms of the CML and CNV Rules, with transparency rules and principles of protection for the investing public in the public offering regime.

In accordance with the CNV Rules, it is considered a public offer for the acquisition and/or exchange of securities for the market operation by which a human or legal entity, acting individually or in agreement with other person/s, offers acquire and/or exchange shares with the right to vote of a company admitted to the regime of public offering of shares, for a pre-fixed time, and subject to a special procedure of control of the terms and conditions of the offer.

Public acquisition offers shall (i) also include the holders of subscription rights or stock options, convertible debt securities or other similar securities that, directly or indirectly, may entitle the subscription, acquisition or conversion into shares with the right to vote; and (ii) be made for all of the shares with voting rights and other securities issued that give right to shares with the right to vote, and may not be subject to any condition.

CNV’s rules (as amended by General Resolution 779/2018)  regulated  the regime of “public acquisition offers”, with the objective, among others, of:

· Define the minimum content of the explanatory prospectuses of the public acquisition offer and/or exchange of securities.

· Regulate the types of reports related to the fair price to be presented for the cases of public offers by takeovers and other mandatory public offers.

· Specify the independence requirements that evaluators must meet and the minimum contents of the reports they issue.

· Introduce the possibility of presenting guarantees on the offer by a foreign financial entity, with a branch or permanent representation in the Argentine Republic, and an insurance entity audited by the Argentine Insurance Superintendence, in the latter case, upon agreement of the superintendence.

· Establish the applicable terms for the publication of the announcement, the presentation of the authorization request to the CNV, the launching and liquidation of the public acquisition offer and the publication of the prospectus and information of results, in order to specify and limit the terms in the different stages of the process, in order to significantly reduce the time of its processing, for the benefit of investors.

· Regulate the procedure to be followed in case of objection to the price, the consequences of non-compliance with the obligation to make a public offer of acquisition, and concerning the competing offers and assumptions of unnecessary launching of public procurement offers.

222

Voluntary public acquisition offer

CNV Rules establish that voluntary public acquisition offers may be made for the acquisition and/or exchange of shares of a company admitted to the regime of public offering of shares, for a number of securities equal to or less than the total, provided that the offeror is not in a situation that fits into a case of mandatory takeover bid. Voluntary public acquisition offer and/or exchange will be subject to the provisions established for mandatory offers, with the exception of the fair price. The price of the offer will be freely determined by the offeror, and the guidelines and criteria applied for its determination must be disseminated and, if applicable, the valuation report that has been taken into account must be published.

Mandatory takeover bid according to the CML

The CML establishes that it will be obliged to lunch a public offer of acquisition at an equitable price who, individually or through concerted action, has effectively reached a controlling stake in a company whose shares are admitted to the regime of the public offer.

For the CML, concerted action is the coordinated action of two or more persons, according to a formal or informal agreement or understanding, to actively cooperate in the acquisition, holding or disposition of shares or other securities or rights convertible into shares of stock. An entity whose negotiable securities are admitted to the public offering, acting through any of said persons, through any society or other associative form in general, or through other persons related to them, related to or under its control, or that they are holders of voting rights on behalf of them.

According to the CML, it is understood that a person has, individually or in concert with other persons a “control participation” when:

i.	reach, directly or indirectly, a percentage of voting rights equal to or greater than fifty percent (50%) of the company, excluding from the calculation base the shares that, directly or indirectly, belong to the affected company ; or
ii.	has reached an interest of less than fifty percent (50%) of voting rights of a company but acts as controlling party, in accordance with the term defined in this law.

The offer will be submitted to the CNV as soon as possible and at the most within one month after the close of the control participation.

Regime of residual shares Public acquisition offer by “almost-total” control

According to the CML, when a limited company is subject to “almost-total” control:

a)	Any minority shareholder may, at any time, intimate the controlling party so that the latter makes an offer to purchase all of the minority shareholders at an equitable price;
b)	Within a period of six (6) months from the date in which it has been under “almost-total” control of another person, the latter may issue a unilateral declaration of will to acquire all of the remaining social capital held by third parties.

223

It is understood that almost any company is under total control over which another person or legal entity, either directly or through another or other companies in turn controlled by it, is the owner of ninety-five percent (95%) or more of the subscribed capital.

Holders of shares of any type or class, as well as holders of all other securities convertible into shares that are not of the controlling person or persons, are defined as minority shareholders.

This minority shareholders’ right only corresponds to those who prove ownership of their shares or other securities at the date when the company was subject to “almost-total” control; the legitimation is only transmitted to the successors.

The controlling company or person and the controlled company must notify the CNV and the market in which the controlled company lists its shares, the fact that it is in a situation of “almost-total” control, within the timeframe and conditions set out in the regulations. The existence of “almost-total” control can be verified by the CNV at the request of the minority shareholders. If this situation is verified, the CNV will notify the minority shareholders by the means it deems appropriate, and these will remain thereafter, authorized to intimate the controlling party so that it makes a purchase offer to all the minority shareholders.

These mechanisms are also applicable to the exercise of “almost-total” control shared or arranged between two or more entities, or between an entity and other person or legal entity, even though they are not part of the same group or are related to each other, provided that the exercise of that common control has characteristics of stability and so it is declared, assuming joint responsibility among all of them.

Voluntary withdrawal of the public offer regime

When a company, whose shares are admitted to the public offering regime, agrees to voluntarily withdraw it, it must follow the procedure established by the CNV and, likewise, must compulsorily lunch a public offer to acquire its shares, subscription rights, convertible notes or stock options.

The acquisition of own shares must be made with realized and liquid gains or with free reserves, when they are fully integrated, and for their amortization or disposal within the term of Section 221 of the Corporation Law, the company must accredit before the CNV that it has the necessary liquidity and that the payment of the shares does not affect its solvency. If these points are not proved, and in the cases of corporate control, the obligation set forth herein will be the responsibility of the controlling company, which must prove the same points.

In turn, it must be subject to the following conditions:

a)	It must be extended to all convertible notes into shares and other negotiable securities that give right to its subscription or acquisition.
b)	It will not be necessary to extend the offer to those who have voted in favor of the retirement in the shareholders’ meeting, who must immobilize their values until the acceptance period determined by the regulations has elapsed.
c)	The explanatory prospectus of the public takeover bid will clearly express this circumstance and will identify the tradable securities that have been immobilized, as well as the identity of their holders.
d)	Comply with the rules of determination, information and objection and other provisions of the equitable price in accordance with the CML.

Registrations and Transfers

Our common shares are held in registered, book-entry form. The registry for our shares is maintained by Caja de Valores at its executive offices located at 25 de Mayo 362, (C1002ABH) Buenos Aires, Argentina. Only those persons whose names appear on such share registry are recognized as owners of our common shares. Transfers, encumbrances and liens on our shares must be registered in our share registry and are only enforceable against us and third parties from the moment registration takes place.

224

Amendment to the by-laws.

On the shareholders’ meeting held on October 10, 2007, our shareholders decided to amend the following sections of the by-laws: (i) Section Thirteen in order to adapt the performance bonds granted by directors to current rules and regulations, and (ii) Section Sixteen in order to incorporate the possibility of holding remote board meetings pursuant the provisions of section 65 of Executive Branch Decree 677/01.

On the shareholders’ meeting held on October 31, 2012, our shareholders decided to amend the Section XVII of the by-laws in order to modify the quorum and majorities of the remote board meetings.

On the shareholders’ meeting held on October 31, 2014, our shareholders decided to amend the following sections of the by-laws: (i) Section First in order to comply with the CML and (ii) Section Twenty-Four in order to incorporate the regulation of the shareholders’ meeting held with shareholders present or communicated through teleconference technologies.

On the shareholders’ meeting held on October 29, 2018 our shareholders decided to amend the following sections of the by-laws in order to adapt them to certain new legal provisions: (i) Section Eighth, establishing that if there is an Issuance of Shares, the shareholders’ preemptive right will be exercised as established in the prospect of the issuance; (ii) Section Eleventh, establishing the issuance of Negotiable Obligations may be decided by the Board of Directors; and (iii) Section Twenty-Second describing the duties of the Audit Committee as well as authorizing the Audit Committee to hold meeting via conference, teleconference of any other electronic means.

On the shareholders meeting held on October 28, 2022, it was informed that the CNV issued Resolution No. 939/2022, which records as antecedent General Resolution No. 830/2020, incorporating to the CNV Rules the possibility of holding meetings remotely by entities registered in the public offering regime, effective as from January 1, 2023. Within this framework, and without prejudice to the authorization of remote meetings currently provided for in the Company’s bylaws, both for board meetings and assemblies, certain adjustments and regulations are required regarding the signing of corporate books in those cases of remote meetings as well as the authorization for the remote meeting modality to be authorized to the Supervisory Committee and the Audit and Executive Committees also provided for in the bylaws. In view of the aforementioned background, the amendment of articles Sixteenth (Board of Directors meetings), Twenty-second (committees) and Twenty-third (Supervisory Committee) of the Company’s Bylaws was approved.

C. Material Contracts

We do not have any material contract entered into outside the ordinary course of business other than some of the operations previously described under the sections Related Party Transactions, Recent Developments and Our Indebtedness.

D. Exchange Control

The following is a description of the main Central Bank regulations concerning inflows and outflows of funds in Argentina. For further information regarding the full scope of current foreign exchange restrictions and control regulations, investors should seek advice from their legal advisors and refer to the applicable rules mentioned elsewhere in this offering memorandum and in the Annual Report, which are available at the website of the Argentine Ministry of Economy: https://www.argentina.gob.ar/economia, or the website of the Central Bank: www.bcra.gov.ar. None of the information contained on either website is deemed to be incorporated by reference into this offering memorandum.

On September 1, 2019, the Argentine Government issued Decree No. 609/2019, imposing temporary exchange controls until December 31, 2019. On December 27, 2019, the Argentine government enacted Decree No. 91/2019, which permanently extended the exchange controls initially set to expire on December 31, 2019. The Consolidated Text of the Rules on Foreign Exchange and Changes is currently outlined in Communication “A” 8035 (hereinafter referred to as the “Consolidated Text”), issued by the Central Bank. Below is a brief summary of the exchange control rules currently in effect.

225

Exports of goods

As of September 2, 2019, goods exporters must enter and settle in Pesos the proceeds from exports through the MULC, with different deadlines depending on certain factors, including type of exported products and relationship between exporter and importer. Regardless of the maximum deadlines established in each case, export collections must be entered and settled in the MULC within five business days from the collection date.

In certain cases (for example, those holding a certificate of increased exports or those with projects falling under the Export Promotion Regime established by Decree No. 234/21), exchange regulations allow exporters greater access to the MULC to transfer funds abroad (for example, to transfer dividends or pay services related to foreign financial indebtedness).

Following the swearing-in of President Javier Milei, on December 13, 2023, the Decree No. 28/2023 was published in the Official Gazette, establishing that the counterpart of the export of services performed in Argentina, whose effective use or exploitation takes place abroad, must be entered into the country in foreign currency and/or traded, 80% through the MULC, with the exporter having to carry out buying and selling transactions for the remaining 20%, acquiring negotiable securities with settlement in foreign currency and selling with settlement in local currency.

Sale of non-financial non-produced assets

The consideration received by residents for the sale of non-financial non-produced assets to non-residents

 must be entered in foreign currency and settled in the MULC within five business days from the date of fund receipt in Argentina or abroad, or its accreditation in foreign accounts. With regard to funds received or credited to accounts abroad, compliance with the entry and settlement requirement may be considered fulfilled for the amount equivalent to the usual expenses debited by foreign financial institutions for the transfer of funds to the country.

Exports of Services

Payments for the provision of services by residents to non-residents must be entered and settled in the MULC within a maximum period of five business days from the date of their perception abroad or in the country, or their accreditation in foreign accounts. There are exceptions to the obligation to settle in the MULC the foreign currency entered as a counterpart for certain exports of certain services expressly contemplated in point 2.2.2. of the Consolidated Text, subject to compliance with various requirements provided therein by both individuals and legal entities.

The application of service export payments to the repayment of capital and interest on foreign financial indebtedness or public debt securities in the country denominated in foreign currency and whose services are payable in foreign currency in the country is allowed; provided that the requirements set forth in point 7.9 of the Consolidated Text are met.

Likewise, to the extent that certain requirements set forth in points 3.11.3. and 7.9.5 of the Consolidated Text are met, it is allowed for service export payments to be accumulated in accounts opened in local or foreign financial entities, for the amounts due in debt contracts, in order to guarantee the cancellation of the capital and interest services of foreign financial indebtedness and/or issuances of public debt securities in the country denominated in foreign currency and whose services are payable in foreign currency in the country. The increment export program is also applicable for the exports of services.

226

Increment Export Program

Through Decree No. 576/2022 dated April 9, 2022, the Extraordinary and Transitory Increment Export Program (the “Export Program”) was created, which included measures related to the exports of soybean manufactures and the settlement of foreign currency in the MULC. Notwithstanding the above, according to the Consolidated Text, legal entities that sold goods under Decree No. 576/2022 to those who export them directly or as a result of a production process carried out in the country cannot enter into various operations with securities contemplated in sections 3.16.3.1. and 3.16.3.2. of the Consolidated Text.

The Export Program was reinstated by Decree No. 787/2022 and later by Decree No. 194/2023, which expanded the Export Program to include Regional Economies.

On July 23, 2023, Decree No. 378/2023 was issued, establishing that those who, within the framework of joining the Export Program, settle until August 31, 2023, inclusive, the foreign currency corresponding to the goods whose tariff positions are included in Decree No. 194/2023, including cases of pre-financing and/or post-financing of exports from abroad or an advance settlement, do so at a transitory exceptional counterpart of Ps. 340 per U.S. Dollar, including corn and exports of regional economies.

On September 30, 2023, Decree No. 492/2023 was issued, extending the application of the Export Program until October 25, 2023, as well as the extraordinary and transitory expansion of the Export Program for those subjects who have exported, at any time during the 18 immediate months prior to October 2, 2023, the goods included in the Common Nomenclature of MERCOSUR as determined by the Ministry of Economy. It also established that the date for settling foreign currency and paying the sums in advance of export duties should be made until October 20, 2023.

On the other hand, Decree No. 492/2023 established that 75% of the counterpart of the goods’ export should be entered into the country in foreign currency and traded through the MULC, with the exporter, for the remaining 25%, conducting buying and selling operations with negotiable securities acquired with settlement in foreign currency and sold with settlement in local currency.

On October 23, 2023, Decree No. 549/2023, a modification of Decree 492/2023, was issued, establishing until November 17, 2023, that the counterpart of the export of services, whose effective use or exploitation takes place abroad, and the export of goods included in the Common Nomenclature of MERCOSUR, including cases of pre-financing and/or post-financing of exports from abroad or an advance settlement, must be entered into the country in foreign currency and/or traded, 70% through the MULC with the exporter having to conduct buying and selling operations for the remaining 30% with negotiable securities acquired with settlement in foreign currency and sold with settlement in local currency.

As of December 13, 2023, the Decree No. 28/2023 establishes that the counterpart of the export of services performed in the country, whose effective use or exploitation takes place abroad, must be entered into the country in foreign currency and/or traded, 80% through the MULC, with the exporter for the remaining 20%, conducting buying and selling operations for negotiable securities acquired with settlement in foreign currency and sold with settlement in local currency.

Import of Goods and Services

On December 13, 2023, the Central Bank issued Communication “A” 7917, establishing a release of imports and a new access system to the MULC, stating that, starting from December 13, 2023:

For the payment of imports of goods: (i) it will not be necessary to have a declaration made through the Argentine Republic Import System (SIRA) in “exit” status as an MULC access requirement, nor to validate operations in the “Single Foreign Trade Current Account” system; and (ii) pursuant to Communication “A” 8074 entities may grant MULC access without prior approval of the Central Bank for deferred payments for the FOB value of new imports formalized from August 1, 2024, corresponding to the goods included in section 10.10.1.4. of the Argentine foreign exchange regulations (i.e. rest of items other than fuel and energy, pharmaceutical products and automobiles and items of certain Harmonized Tariff Schedule (HTS) codes), may be carried out, once 30 (thirty) calendar days have elapsed as from the customs entry registration of the goods and up to 50% of the FOB value, while the remaining 50% of the FOB value may be carried out once 60 (sixty) calendar days have elapsed as from the same moment.

227

Additionally, access to the foreign exchange market to process deferred payments for the FOB value of imports formalized from August 1, 2024, corresponding to goods included in point 10.10.1.3 of the Argentine foreign exchange regulations (automobiles and certain goods included in section 12.1 of the foreign exchange regulations), may be carried out once 90 (ninety) calendar days have elapsed from the customs entry registration of the goods. For the payment of services provided by non-residents: (i) it will not be necessary to have a sworn statement made through the Argentine Republic Import and Payment of Services System (SIRASE) in “approved” status, nor to validate the operation in the “Single Foreign Trade Current Account” system; and (ii) entities may grant MULC access without prior approval of the Central Bank to make payments for services provided by non-residents, payments for new imports of services provided or accrued from December 13, 2023, when, in addition to other applicable regulatory requirements, the payment falls within certain situations. Regarding services provided by non-residents performed and/or accrued until December 12, 2023, prior approval of the Central Bank will be required, except for some exceptions.

Through Resolution 5466/2023, published in the Official Gazette on December 26, 2023, the advance information regimes SIRA and SIRASE were repealed, creating the new regime “Statistical System of Imports” (SEDI), which establishes that: (i) importers defined in section 1 of Article 91 of the Customs Code must provide advance information regarding their import destinations for consumption, in the form of an affidavit; (ii) the declaration is valid for 360 calendar days from the exit status; (iii) prior to formalization, the AFIP will analyze the tax situation and the “Financial Economic Capacity System” (CEF System); (iv) state agencies must issue their opinions within a maximum period of 30 days, after which, if no opinion is issued, the declaration will automatically move to exit status; and (v) within the regime, neither information nor approval is required regarding the date of access to the MULC (which is processed before the Central Bank). Additionally, the “Register of Commercial Debt for Imports with Foreign Suppliers” is created, in which those with commercial debt for imports of goods formalized before December 13, 2023, and/or debt for services provided before that date, must register.

On January 11, 2024, the Central Bank issued Communication “A” 7945, through which it decided to incorporate, as point 3.x of Communication “A” 7917, among the exceptions to what is provided in points 1.3. and 1.4. of such Communication, those payments for imports of goods made by a natural or legal person for the supply of a critical medicine whose customs entry registration is made through a particular request.

Furthermore, section 10.10.3 of the Consolidated Text allows entities to grant access to the MLC to customers, for the payment of debts for imports of goods and services; provided that certain regulatory requirements are met and it is verified that:

· The transaction is declared, if applicable, in the last overdue submission of the Survey of External Assets and Liabilities.

· Payment of the FOB value corresponding to the import of goods registered as from April 15, 2024 by individuals or legal entities that classify as “MiPyMe” in accordance with the provisions of the rules of “Determination of the status of micro, small and medium-sized companies” (to the extent that they do not correspond to goods included in Section 10.10.1.3 of the restated text of the Consolidated Text) is allowed after 30 calendar days of the import.

· As from April 15, 2024, entities may provide access to the MULC to make payments for imports of goods with deferred customs entry registration for up to 20% of the FOB value of capital goods when these imports are carried by individuals or legal entities that classify as “MiPyMe” in accordance with the provisions of the rules of “Determination of the status of micro, small and medium-sized companies” (to the extent that they do not correspond to goods included in Section 10.10.1.3 of the Consolidated Text).

228

Additionally, Communication “A” 7952 states that importers of goods and services who have acquired Bonds for the Reconstruction of a Free Argentina (“BOPREAL”) in a primary subscription may sell securities with settlement against cable to a third-party account abroad, starting from April 1, 2024, under the following conditions:

(a) The market value of the transactions does not exceed the difference between the value obtained by selling with settlement in foreign currency abroad of the BOPREAL acquired in the primary subscription and their nominal value, if the former is lower.

(b) The accounts to be credited are not located in countries or territories where the recommendations of the Financial Action Task Force are not applied or not sufficiently applied.

External Assets

Generally, prior approval from the Central Bank is required for the formation of foreign assets (e.g., foreign currency purchase, among others) and for derivative transactions by legal entities that are not entities authorized to operate in foreign exchange, local governments, mutual funds, trusts, and other Argentine entities. Individuals must request prior approval when the value of such assets exceeds USD 200 or USD 100 (in the case of cash purchases) in any calendar month.

External Financial Indebtedness

Borrowers must enter and settle in MULC the financially disbursed debts from September 1, 2019, as a condition, among others, to access MULC to meet their capital and interest service requirements. Subject to compliance with the established regulations, access to MULC will be granted for the prepayment of capital and interest up to 3 (three) business days before the due date of the capital or interest service payment. Clients recording settlements of new financial debts with foreign entities and holding an income certification issued by an entity may access MULC for the following purposes: (i) payments for the importation of goods without the prior approval required by the complementary provisions established in the Consolidated Text; (ii) payments for services to related counterparts without the prior approval of the Central Bank, to the extent that it is a payment from the maturity of an obligation for a service provided at least 180 consecutive days before access or derived from a contract signed with a similar lead time; or (iii) payments of capital in advance of the maturity of commercial debts for the importation of goods and services; provided that the average life of the new indebtedness is at least 2 (two) years longer than the remaining average life of the pre-canceled debt.

Access to MULC before maturity will typically require prior approval from the Central Bank unless: (i) there are foreign currency financings by local entities for foreign currency expenses through credit or purchase cards and/or

(ii) there are foreign currency financings by local financial entities canceled with the entry of indebtedness from abroad, in accordance with the provisions of Communication “A” 7532.

Debt among residents

Accessing MULC for the settlement of debts and other financial obligations in foreign currency, entered into from September 1, 2019, is generally prohibited, except for specific cases (such as payments related to credit cards).

Profits and Dividends

For remitting foreign currency abroad as profits and/or dividends to non-resident shareholders, obtaining prior approval from the Central Bank is mandatory, subject to certain exceptions.

229

Non-residents

Non-residents are required to secure prior approval from the Central Bank to access MULC for acquiring foreign currency, with only a few exceptions allowed.

Information System

In all cases, and upon meeting the remaining requirements applicable to each case, access to MULC will be granted for the payment of financial or commercial debts and for paying profits or dividends; provided that such debts are reported through the information system of the Central Bank established by Communication “A” 6795.

Outflows

The Consolidated Text requires prior approval from the Central Bank to transfer funds abroad, unless the interested party submits various affidavits, stating that:

- They did not possess Argentine deposit certificates representing foreign shares (“CEDEARs”), and/or available external liquid assets exceeding the equivalent of USD 100,000 at the beginning of the day on which they request access to the market, and all their foreign currency holdings in the country are deposited in accounts at financial institutions.

- They commit to settle in the MULC, within five business days of its availability, the funds received abroad originating from the collection of loans granted to third parties, the collection of a term deposit, or the sale of any type of asset, when the asset was acquired, the deposit constituted, or the loan granted after May 28, 2020. However, this requirement will not be necessary for certain outgoing transactions specified by the Consolidated Text.

An affidavit from the client regarding transactions with securities and other assets must also be submitted, unless they have a sworn statement that: Indeed, for access to MULC, a sworn statement is required, among other things, stating that:

(a) no sales of securities have been made through the settlement of foreign currency;

(b) there have been no exchanges of securities issued by residents for external assets;

(c) there have been no transfers of securities to deposit institutions abroad;

(d) no securities issued by non-residents with settlement in Pesos have been acquired in the country;

(e) no Argentine deposit certificates representing foreign shares have been acquired;

(f) no securities representing private debt issued in foreign jurisdictions have been acquired;

(g) no funds in local currency or other local assets (except funds in foreign currency deposited in local financial institutions) have been delivered to any individual or legal entity, resident or non-resident, linked or not, receiving as a prior or subsequent consideration, directly or indirectly, by itself or through a linked, controlled, or controlling entity, external assets, crypto assets, or securities deposited abroad during the 180 (one hundred and eighty) consecutive days prior to accessing MULC;

(h) no funds in local currency or other local assets (except funds in foreign currency deposited in local financial institutions) have been delivered to any individual or legal entity, exercising a direct control relationship over it, or to other companies within the same economic group, except those directly associated with routine transactions between residents for the acquisition of goods and/or services, during the following 180 (one hundred and eighty) consecutive days; and

230

(i) the applicants also commit not to carry out such operations during the following 180 (one hundred and eighty) consecutive days.

Regarding the aforementioned deadlines, the period to be considered will be 90 (ninety) consecutive days, if they involve securities issued under Argentine law, and 180 (one hundred and eighty) consecutive days, and always concerning securities issued under foreign law.

Moreover, for cases where the client is a legal entity, for the operation not to be subject to the prior approval requirement, the entity must have a sworn statement detailing: (i) individuals or legal entities exercising a direct control relationship over the client; and (ii) other legal entities with which it forms the same economic group.

Companies that share a control relationship as defined in points 1.2.1.1 and 1.2.2.1 of the Consolidated Text, within the “Large Exposures to Credit Risk” regulations, should be considered members of the same economic group. Similarly, to determine the existence of a direct control relationship, the types of relationships specified in point 1.2.2.1 of the aforementioned “Large Exposures to Credit Risk” regulations must be considered.

Additionally, the aforementioned conditions can be considered fulfilled by the entity if the client submits a sworn statement stating that, within the detailed periods, they did not deliver funds in local currency or other liquid local assets to any individual or legal entity in the country, except those directly associated with routine operations in the course of their business activities. For cases where the client does not submit the mentioned sworn statement, they can present a sworn statement declaring that they have not delivered funds in local currency or other liquid local assets to any individual or legal entity in the country (including direct controllers and members of the economic group), stating (i) that within the specified period in the Consolidated Text, they have not concluded or will conclude the envisaged transactions; and (ii) that in the preceding 180 (one hundred and eighty) consecutive days, they have not received funds in local currency or other liquid assets in the country, except for those associated with routine operations originating from the client or from any of the individuals or legal entities, direct controllers, and members of the economic group informed, to whom funds have been received; or alternatively, they can submit the sworn statements of individuals, whether human or legal, direct controllers, or members of the economic group, who received funds.

According to the Consolidated Text, in which it established that, in the preparation of sworn statements provided for in points 3.16.3.1 and 3.16.3.2, sales of securities settled in foreign currency in the country or abroad should not be taken into account when the total funds obtained from such settlements have been or will be used within 10 (ten) consecutive days for the following operations:

(a) payments from the maturity of principal or interest on new financial borrowings from abroad disbursed from October 2, 2023, and which include, at a minimum, a 1 (one) year grace period for the payment of principal;

(b) repatriations of capital and income associated with direct investments by non-residents, received from October 2, 2023; provided that repatriation occurs, at a minimum, 1 (one) year after the capital contribution is made and compliance with the legal mechanisms provided for in such cases;

(c) payments from the maturity of principal and interest on debt securities issued from October 2, 2023, with public registration in the country, denominated and subscribed in foreign currency, whose services are payable in the country and include a minimum of 2 (two) years of grace period for the payment of principal;

(d) payments from the maturity of principal or interest on financial borrowings from abroad that do not generate disbursements as they are refinancing of capital and/or interest of operations covered in points (i) and (iii); provided that refinancing does not anticipate the maturity of the original debt; and

(e) payments from the maturity of principal or interest on debt securities issued with public registration in the country, denominated in foreign currency, and whose services are payable in the country, which do not generate disbursements as they are refinancing of capital and/or interest of operations covered in the preceding point (iii), to the extent that refinancing does not anticipate the maturity of the original debt.

231

In all the aforementioned cases, the client must submit a sworn statement stating that the funds received from operations in points (i) to (iii) were used to make payments in the country related to the realization of investments in Argentina.

Furthermore, situations allowing the entity to accept the sworn statement of a client with liquid external assets and/or CEDEARs exceeding the limit set in point 3.16.2.1 of the Consolidated Text (USD 100,000) may also include funds deposited in foreign bank accounts resulting from the sale of securities settled in foreign currency.

In addition, the sale of BOPREAL bonds against a payment in foreign currency and the transfer thereof to foreign depositaries, up to an amount equal to the amounts subscribed by the importer, is excluded from the aforementioned restrictions.

It should be noted that, as a rule, prior approval from the Central Bank is required if the client is a natural or legal person included by the Federal Administration of Public Revenue (“AFIP”) in the list of invoices or equivalent documents classified as apocryphal. The list of individuals or legal entities included in this registry by the AFIP is available at the following website: https://servicioscf.afip.gob.ar/Facturacion/facturasApocrifas/default.aspx.

Additionally, if the individuals or legal entities are considered obligated subjects to comply with the Registry of Exchange Information for Exporters and Importers of Goods whose registration process is listed as not registered, an affidavit must be submitted.

Securities Transactions

The Consolidated Text establishes that transactions of securities entered into abroad cannot be settled in Argentine Pesos in the country. Operations settled in foreign currency can only be settled in Argentine Pesos in the country if they are conducted within the country. It also specifies that purchase and sale transactions of securities settled in foreign currency must be paid through one of the following mechanisms:

(a) By transferring funds to and from accounts in the client’s name in local financial institutions.

(b) Against a cable on bank accounts in the client’s name in a foreign entity not incorporated in countries or territories where the Recommendations of the Financial Action Task Force are not applied or not sufficiently applied.

Against cable on a third-party accounts in a foreign entity not incorporated in countries or territories where the Recommendations of the Financial Action Task Force are not applied or not sufficiently applied, in the case of the sale of BOPREAL acquired by the seller in a primary subscription

Other sales of securities executed on or after April 1, 2024, may also be settled under these conditions to the extent that the market value of these transactions does not exceed the difference between the value obtained from the sale with settlement in foreign currency abroad of the BOPREAL bonds acquired by the seller in a primary subscription for debts of imports of goods and services and their nominal value, if the former is lower. Under no circumstances is the settlement of these operations allowed through payment in foreign currency banknotes or through their deposit in custody accounts or third-party accounts.

Despite this, it is understood that the acquisition of securities settled in Argentine Pesos in the country with funds from abroad would not be prevented, as long as the transaction is not documented abroad. Similarly, the transfer of securities from abroad to commissary accounts in Argentina for subsequent sale settled in Argetine Pesos in the country is not restricted; provided that the operation is arranged within the country.

On December 13, 2023, through Resolution No. 988, the CNV standardized the minimum holding periods for negotiable securities within a portfolio. It stipulated that, to execute the sale of negotiable securities with settlement in foreign currency, regardless of the law of issuance and jurisdiction, a minimum holding period of one (1) business day from accreditation in the Central Depository Agent for Negotiable Securities must be observed. This rule does not extend to the purchase of negotiable securities with settlement in foreign currency and any jurisdiction.

232

Additionally, Resolution No. 988 established that Clearing Agents and Trading Agents cannot process or settle sales of negotiable securities with settlement in foreign currency, both locally and internationally, for client orders maintaining long positions in repos and/or overnight operations, irrespective of the settlement currency.

In line with the new regulations issued by the SEC, which shortened the standard settlement cycle for most broker-dealer securities transactions from two business days after the trade date (T+2) to one business day (T+1), the CNV, through Resolution No. 1000/2024 issued in May 2024, adjusted its regulatory framework regarding settlement periods for cash transactions.

Finally, on February 5, 2024, the CNV released General Resolution No. 990/2024, stating that, for the sale of negotiable securities with settlement in foreign currency, regardless of the law of issuance and jurisdiction, a minimum holding period of one (1) business day from accreditation in the Central Depository Agent for Negotiable Securities must be observed. This does not apply to the purchase of negotiable securities with settlement in foreign currency and any jurisdiction. As part of this, it is established that, to proceed with transfers to foreign depositary entities of negotiable securities acquired with settlement in national currency, regardless of the law of issuance, a minimum holding period in the portfolio of one (1) business day must be observed, counted from its accreditation in the Central Depository Agent for Negotiable Securities. This rule has exceptions in cases where accreditation in the mentioned agent: (i) results from the primary placement of negotiable securities issued by the Argentine Treasury or the Central Bank, in accordance with the provisions of Communication “A” 7918, its amendments, and/or related regulations; or (ii) involves CEDEARs traded on markets regulated by the CNV.

Moreover, through Resolutions No. 990/2024 and 995/2024, the CNV unified the conditions and daily maximum amounts for operations, raising the limit to 200 million daily for operations and transfers of negotiable securities abroad. BOPREAL are exempt from the limits and prior information requirements for issuing transfers to foreign depositary entities, as well as for arranging their sale in the country with transfers to foreign depositary entities, with settlement in foreign currency. This exemption applies as long as such negotiable securities have been acquired through a primary placement or bidding process, and up to the total nominal value subscribed for that security. Such exemption also applies to transactions of certain negotiable securities with settlement in foreign currency, complementary to the BOPREAL issued by the Central Bank for the payment to foreign suppliers. As from April 1, the amendments set forth in Resolution No. 995/2024 exempt such transactions, as well as the BOPREALs, from the minimum holding period and from the limits and prior information regime required both to make transfers to foreign depositaries and to arrange their sale with settlement in foreign currency abroad.

Finally, through Resolution No. 1004/2024, the CNV established that sales of negotiable securities with settlement in foreign currency locally carried out by resident individuals or legal entities with funds from UVA mortgage loans, up to the amount of such loans and to the extent that the proceeds of such sales are applied to the purchase of real estate, are exempt from: (i) compliance with the minimum holding period required for the execution of such transactions, (ii) the prior information regime required, and (iii) the restrictions for client orders maintaining long positions in repos and/or overnight operations.

BOPREAL

The BOPREAL are securities issued by the Central Bank in USD for importers of goods and services with outstanding payment obligations for imports of goods with customs registration and/or services effectively rendered until December 12, 2023.

On December 22, 2023, Decree 72/2023 was published in the Official Gazette, establishing the possibility that bonds or securities issued by the Central Bank, for those who have debts for imports of goods with customs entry registration and/or importation of services effectively provided until December 12, 2023, can be used as a form of payment for the cancellation of tax and customs obligations, plus their interests, fines, and accessories, except for certain exceptions. These bonds or securities are those issued from the effective date of the Decree December 12, 2023, until March 31, 2024, can be freely transferred by their holders, and their use will be limited to a total value of USD 3,500,000, to be used according to a specific schedule.

233

On January 11, 2024, the Central Bank issued Communication “A” 7940, allowing the sale of BOPREAL with settlement against a foreign account under specific conditions. This includes the requirement that the seller acquired the securities in a primary subscription, and the receiving accounts are not in countries or territories lacking or inadequately applying the recommendations of the International Financial Action Task Force.

Likewise, through Communication “A” 7941, the Central Bank established that importers of goods and services who subscribe to BOPREAL may access the foreign exchange market to pay commercial debts for the import of goods and services prior to December 13, 2023, for which the subscription of the title was not requested; provided that certain requirements are met.

Additionally, importers of goods and services who subscribe to BOPREAL for the longest period offered by the Central Bank before January 31, 2024, and for an amount equal to or greater than 25% of the total outstanding amount for their eligible debts under points 1 and 2 of Communication “A” 7925, may access the foreign exchange market since February 1, 2024, to pay such commercial debts for the import of goods and services prior to December 13, 2023, for which the subscription of the aforementioned title was not requested; provided that the payment does not exceed 50% of the amount liquidated simultaneously as advanced export proceeds for goods to be canceled with shipments for which payments were to be entered beginning March 1, 2025, at a maximum monthly rate of 10% of the total amount of advances fitting into this mechanism.

In this regard, along with other applicable regulatory requirements, the entity must have: (i) an affidavit from the importer stating that prior approval from the Central Bank will be required to cancel these advanced export proceeds before the stipula