EX-4.19 2 cresud_ex419.htm ENGLISH TRANSLATION OF THE SIXTEENTH AGREEMENT FOR THE IMPLEMENTATION OF THE AMENDMENT TO THE AGREEMENT FOR THE EXCHANGE OF CORPORATE SERVICES BETWEEN IRSA AND CRESUD, DATED AUGUST 20, 2024 cresud_ex419.htm

  EXHIBIT 4.19

 

 

TRADUCCIÓN PÚBLICA

SWORN TRANSLATION

 

[All the pages of the original document are initialed at the bottom.]

 

 SIXTEENTH AGREEMENT FOR THE IMPLEMENTATION OF            

AMENDMENTS

TO THE CORPORATE SERVICES MASTER AGREEMENT

 

Agreement made in the Autonomous City of Buenos Aires on the 20th day of August of 2024 by and between:

 

(i) CRESUD S.A.C.I.F. y A., domiciled at Della Paolera 261, 9th Floor, Autonomous City of Buenos Aires, represented hereat by the undersigned attorneys-in-fact (hereinafter “CRESUD”), party of the first part;

 

(ii) IRSA Inversiones y Representaciones Sociedad Anónima, domiciled at Della Paolera 261, 9th Floor, Autonomous City of Buenos Aires, acting on its behalf and on behalf of IRSA Propiedades Comerciales S.A. (IRSA PC), as merger administrator, represented hereat by the undersigned attorneys-in-fact, party of the second part (hereinafter “IRSA” and collectively with CRESUD referred to as “THE PARTIES”).          

 

WHEREAS:

 

(i) On June 30, 2004 CRESUD, IRSA and IRSA PC (hereinafter referred to as “THE ORIGINAL PARTIES” executed a Master Agreement for the Exchange of Corporate Services (hereinafter “the Master Agreement”);

 

(ii) On August 23, 2007 THE ORIGINAL PARTIES executed the First Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “First Agreement”), whereby certain amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases, and new Individually Responsible Persons were appointed;

 

(iii) On August 14, 2008 and November 27, 2009, THE ORIGINAL PARTIES executed the Second Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the "Second Agreement”) and the Third Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Third Agreement”), respectively, whereby new amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases;        

 

(iv) On March 12, 2010, THE ORIGINAL PARTIES executed an Addendum to the Master Agreement for the Exchange of Corporate Services (hereinafter the “Addendum”) whereby THE ORIGINAL PARTIES agreed to unify in CRESUD the services of the Areas of Exchange of Corporate Services, for which purposes the employment agreements of most of the employees of such areas were transferred and the procedure to allocate the costs of potential labor expenses arising from departure of employees was established;           

 

 
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(v) On July 11, 2011, THE ORIGINAL PARTIES executed the Fourth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the "Fourth Agreement”); on October 15, 2012, THE ORIGINAL PARTIES executed the Fifth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the "Fifth Agreement"); on November 12, 2013, THE ORIGINAL PARTIES executed the Sixth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Sixth Agreement”); and on February 18, 2015, THE ORIGINAL PARTIES executed the Seventh Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Seventh Agreement” and together with the First Agreement, the Second Agreement, the Third Agreement, the Fourth Agreement, the Fifth Agreement and the Sixth Agreement, the “Agreements”), whereby new amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases;

 

(vi) Pursuant to the structuring process of a new organizational model of division of areas by business, an agreement was reached to transfer to IRSA and/or IRSAPC the employment agreements of those employees who render services related to the Technical, Infrastructure and Services, Purchases, Architecture and Design and Works Development Area, Real Estate Business Management, Real Estate Business Human Resources, Safety and Real Estate Areas, all of them related to the real estate business. On February 24, 2014 THE ORIGINAL PARTIES executed a Second Addendum to the Master Agreement for the Exchange of Corporate Services (hereinafter the “Second Addendum”) whereby the mechanisms to be used for the allocation of the costs of potential labor expenses that such process would involve were established.

 

(vii) On November 12, 2015, THE ORIGINAL PARTIES executed the Eighth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Eighth Agreement”)

 

(viii) On May 5, 2017, THE ORIGINAL PARTIES executed the Ninth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Ninth Agreement”). 

 

(ix) On June 29, 2018, THE ORIGINAL PARTIES executed the Tenth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Tenth Agreement”). 

 

(x) On June 28, 2019, THE ORIGINAL PARTIES executed the Eleventh Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Eleventh Agreement”).    

 

(xi) On June 30, 2020, THE ORIGINAL PARTIES executed the Twelfth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Twelfth Agreement”).         

 

(xii) On June 30, 2021, THE ORIGINAL PARTIES executed the Thirteenth Agreement for Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Thirteenth Agreement”).     

 

 
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(xiii) On September 30, 2021 IRSA and IRSA PC executed a preliminary merger agreement whereby they initiated a merger process between both companies. In such process, IRSA would be the merging company and IRSA PC would be merged company, which would be dissolved without liquidation. Subsequently, on December 22, 2021, IRSA and IRSA PC held their respective shareholders’ meetings resolving the final approval of the merger. Subsequently, on January 27, 2022 both companies executed the final merger agreement (the “FMA”) giving effect to the corporate reorganization process above mentioned.

 

(xiv) Therefore, starting on January 1, 2022 IRSA, as merging company of IRSA PC, became the surviving company assuming all rights and obligations of IRSA PC under the Master Agreement, its addenda and amendments.

 

(xv) On July 12, 2022, THE PARTIES executed the Fourteenth Agreement for Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Fourteenth Agreement”).

 

(xvi) On July 14, 2023, THE PARTIES executed the Fifteenth Agreement for Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Fifteenth Agreement”).---

 

(xvii) First THE ORIGINAL PARTIES and then the PARTIES have been performing the Master Agreement based on an Implementation Manual originally drafted by Deloitte & Co. S.R.L., updated in due time;    

 

(xviii) In accordance with the recommendations made in due course by Deloitte on its reports and currently by external auditors, new operational changes have been implemented in the Areas of Exchange of Corporate Services and the Cost Distribution Bases throughout year 2024 and early 2025, which THE PARTIES wish to acknowledge in writing;

 

(xix) THE PARTIES have disclosed the content of this SIXTEENTH AGREEMENT FOR THE IMPLEMENTATION OF AMENDMENTS TO THE CORPORATE SERVICES MASTER AGREEMENT (hereinafter the “Sixteenth Agreement”) to their respective Audit Committees; and       

 

(xx) THE PARTIES execute this Sixteenth Agreement ad referendum the effective approval thereof by the Board of Directors of THE PARTIES;  

 

NOW, IN CONSIDERATION OF THE FOREGOING, THE PARTIES hereby agree to execute this Sixteenth Agreement subject to the following terms and conditions:

 

ONE: THE PARTIES ratify that the Areas (as defined in the Master Agreement) and the calculation method applicable to the Exchange of Operational Services (also as defined in the Master Agreement) have been changed as from the dates listed below, amending therefore Exhibits I and II, as amended by the Agreements, to the Master Agreement as per the following detail:             

 

 
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(i) Starting in July 2024, the Administration and Finance area changed its structure, as a result of which the Financial Planning sector, which reported to the Financial Administration sector, now reports to the Capital Markets sector, with the ensuing changes in their respective distribution methods. As a consequence, Exhibits I and II were modified

 

(ii) Starting in July 2024, the Insurance sector, which formed part of the Legal Affairs - Corporate Area became part of the Administration and Finance area. As a consequence, Exhibits I and II were modified. 

 

(iii) Starting in July 2024, the Revenue Administration, Expenses Administration and Services Control sectors changed their distribution methods. As a consequence, Exhibits I and II were modified.-

 

(iv) Starting in July 2024, the Corporate Human Resources area changed its distribution method. As a consequence, Exhibits I and II were modified.

 

In consideration of the foregoing, the PARTIES hereby put on record that, subject to the clarifications detailed in the preceding clauses and for purposes of updating Exhibits I and II, they shall be read as hereto attached for the periods and as from the dates indicated.

 

TWO: THE PARTIES represent that all the sections of the Master Agreement, the Agreements, the Addendum and the Second Addendum that have not been amended pursuant to this Sixteenth Agreement continue to be in full force and effect.

 

In witness whereof, this Agreement has been executed in two (2) counterparts of the same tenor and to a single effect in the place and on the date first written.

 

 

CRESUD S.A.C.I.F.y A.

__________/ ____________

Attorneys-in-fact

 

IRSA Inversiones y Representaciones Sociedad Anónima

 

___________/ ____________

Attorneys-in-fact

 

 

 
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Exhibit I

 

Description of Corporate Services Exchange Areas

 

Corporate Human Resources

 

The Human Resources sector renders to THE PARTIES the service consisting in Human Resources Administration; Human Resources Management, and Organizational Culture Management. Within the main activities of the sector we may mention labor relationships, selection of managerial positions, leadership training and interpersonal skills, compensation and benefits, internal communications, etc.

 

Administration and Finance

 

The Administration and Finance sector renders to THE PARTIES the service consisting in Investor Relations, Capital Markets, Financial Risk and Management of Financial Transactions. In addition, it renders to THE PARTIES the service consisting in planning and defining the companies’ fiscal policies and the service consisting in managing their assets’ coverage by negotiating, purchasing and monitoring insurance policies, dealing with claims in terms of coverage, collection, etc.

 

Planning

 

The Planning area is responsible for medium- and long-term planning, for aligning THE PARTIES’ objectives and individual goals, for coordinating THE PARTIES’ investment analysis, controlling the Shared Services Center’s, the Board’s and Corporate expenses management and budgeting, and for coordinating all the management information flowing through the businesses and submitted to the respective Boards of Directors.

  

Institutional Relations

 

The Institutional Relations department renders to THE PARTIES the service consisting in relations with the media and communities where the company does business, consisting in drafting of newsletters and statements, preparation of brochures and institutional events, CSR strategy, relationship with NGOs and planning and preparation of CSR actions. 

 

Compliance

 

The Compliance sector is responsible for information security and Internal Control, controlling the proper management of the different processes that constitute the administrative and accounting system and participating in their continuous improvement. In addition, it is in charge of verifying compliance with controls defined in the processes as well as with the regulations, principles and procedures that govern the governing bodies of THE PARTIES. In addition, it provides support and assistance to the Audit Committee for compliance with its duties. Furthermore, it renders to THE PARTIES Corporate Fraud Prevention services.         

 

Shared Services Center

 

The Shared Services Center provides THE PARTIES with all the transactional and operational services associated with income and expense management, to the services inherent in managing human resources benefits and payroll processing, in commercial contract management, in errand running services and in management of services. And it is also includes managing, maintaining and providing support to systems, technology and processes, the companies’ tax calculation processes and the services regarding accounting and preparation of separate and consolidated financial statements.

 

Safety

 

The Safety sector renders to THE PARTIES the surveillance service.

 

 
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Legal Affairs - Corporate

 

The Legal Affairs - Corporate sector renders assistance to THE PARTIES in connection with the analysis, preparation of strategies and follow-up of legal proceedings of institutional importance for THE PARTIES, as well as in the negotiation and drafting of M&A agreements. It also advises THE PARTIES on corporate regulatory compliance matters, in the negotiation, drafting and enforcement of shareholders agreements and in the definition, drafting and control of powers of attorney, the preparation, analysis of and answer to legal briefs, agreements, official letters, etc.

 

Bolívar

 

Bolívar includes the employees performing activities of support and assistance to THE PARTIES’ Board of Directors.             

 

Attorneys-in-Fact

 

The Attorneys-in-Fact sector groups the employees who perform activities consisting in representing THE PARTIES before different governmental agencies.

 

General Management Department to be Distributed

 

The General Management Department to be Distributed sector includes employees performing activities of support and assistance to THE PARTIES’ General Management Departments.

 

Board of Directors’ Safety

  

The Board of Directors’ Safety sector renders to THE PARTIES the service consisting in comprehensive safety for the main officers acting in their Board of Directors.

    

 
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Exhibit II

Cost Distribution Bases

 

 

Corporate Departments

 

 

Department

 

 

Division / Subdivision

 

 

Distribution Method

 

 

Corporate Human Resources

 

 

Corporate Human Resources

 

 

 

 

 

The percentages of the corporate personnel areas are weighted.

 

Administration and Finance

Finance Department

 

The percentages of all the sectors making up the area are weighted.

Capital Markets

 

The fifty percent (50%) for Financial Risks will be distributed pro rata based on the following: Number of risk notes made for balance sheets, Valuation of instruments, Fair Value of Liabilities (number of valued debts), yield/risk analysis for assets and liabilities. The fifty percent (50%) for Capital Markets will be distributed pro rata the Number of financial transactions conducted in the period weighted at 70% and the remaining 30% on the basis of updates of offering memoranda and “horizontal” works (20F, annual reports, Press Release, etc.)

Relations with Investors

 

Number of business highlights during the six-month period, number of earnings releases, number of meetings with investors (current or potential) to discuss the companies’ business and strategy, number of active coverages, number of earnings release conferences, the complexity of the website of each company, number of material events published in the Argentine Securities Commission and the US Securities and Exchange Commission, and number of Roadshows (Deal or Non-Deal). All items involved are weighted in equal parts.       

 

Financial Planning

 

Number of consolidated companies in each cash report submitted on a monthly basis and those companies in which a quarterly report is separately sent for the company because there is a partner.

Financial Administration

 

Total Assets weighted at 60% and total Liabilities weighted at 40%. The resulting percentage shall be weighted at 50% over the total. Thirty percent (30%) will correspond to the number of transactions performed for each vehicle and its subsidiaries. The remaining 20% will correspond to the number of vehicles for which transactions are performed and number of inquiries for special transactions.

 

 
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Corporate Departments

 

 

Department

 

 

Division / Subdivision

 

 

Distribution Method

 

 

Corporate Tax

 

Salaries are weighted by position and by tasks performed (by company)

 

 

 

 

Insurance

 

 

 

 

 

Premium amount of the annual insurance program.

 

 

Planning

 

 

Planning Department

 

 

 

 

 

Each one of the sectors making up the area is weighted.

 

 

Corporate Budget and Management Control

 

 

 

 

 

Overhead expenses budget for the period is pro-rated.

 

 

Strategic Analysis

 

 

 

 

 

Tasks performed and the time spent in each.

 

 

Institutional Relations

 

 

 

 

 

 

 

 

Area expenses budget for the period is pro-rated

 

Compliance

Compliance Department

 

Each sector comprising the Management is weighted.

Risk Management and Audit

 

Time estimated/projected in the annual plan.

Information security

 

Incidents closed by company.

Shared Services Center (CSC)

 

CSC Department

 

The percentage corresponding to each sector falling within the scope of the CSC area is weighted on the basis of the impact exerted by the relevant sector’s projected salaries on the total salaries of the CSC.

Revenues Administration

 

Direct Allocation of Resources

Expenses Administration

 

Direct Allocation of Resources

Customer Administration

 

Direct Allocation of Resources

Collections Administration

 

Direct Allocation of Resources

Treasury Administration

 

Number of Treasury Transactions performed for each Company.

Own Account Administration

 

Number of Transactions performed for each Company.

Technology

 

Weighting of time spent in each task (related to the services).

IT Services

 

Number of CASTI incidents processed for each Company.

Master Data

 

Number of transactions processed by each Company.

Systems and Applications

 

Hours devoted to each task.

Project Systems

 

Hours devoted to each task.

Systems Maintenance

 

Hours devoted to each task.

Commercial Transactions

 

Number of agreements signed by Company

Data Management

 

Hours devoted to each task.

Process Quality

 

Weighting of time spent in each task.

CSC Human Resources

 

75% weighting of % of CSC sectors; and 25% weighting % of Corporate sectors.

Errand Running Service

 

Number of errands run.

Services Management

 

Hours spent in each task.

Administrative operations

 

The percentage of each sector served is weighted.

Services Control

 

Direct allocation of resources.

CSC Taxes

 

Salaries are weighted by position and by tasks performed (by company)

 

Accounting and Reporting

 

Weighted between payroll for tasks performed and number of vouchers recorded for the companies and their managed subsidiaries.

Safety

 

 

Per hour

Legal Affairs - Corporate

 

 

Weighted between number of Meetings of board of directors, liquidators and shareholders’ meetings.

Attorneys-in-fact

 

 

Time spent in tasks performed.

Bolívar

 

 

66.66% IRSA and 33.33% CRESUD.

Board of Directors’ Safety

 

 

66.66% IRSA and 33.33% CRESUD

General Management to be distributed

 

 

66.66% IRSA and 33.33% CRESUD

 

 

 

 

                         

 
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