TRADUCCIÓN PÚBLICA SWORN TRANSLATION EIGHTH AGREEMENT FOR THE IMPLEMENTATION OF AMENDMENTS
Exhibit 10.10
TRADUCCIÓN PÚBLICA
SWORN TRANSLATION
EIGHTH AGREEMENT FOR THE IMPLEMENTATION OF
AMENDMENTS
TO THE CORPORATE SERVICES MASTER AGREEMENT
[Except for the signature page, all the pages that make up the source document in Spanish carry six illegible initials.]
Agreement made in the Autonomous City of Buenos Aires on the 12th day of November of 2015 by and between:
(i) CRESUD S.A.C.I.F. y A., domiciled at ▇▇▇▇▇▇ 877, Piso 23 in the Autonomous City of Buenos Aires, represented hereat by the undersigned attorneys-in-fact (hereinafter “CRESUD”) as party of the one part;
(ii) IRSA Propiedades Comerciales S.A., domiciled at ▇▇▇▇▇▇ 877, Piso 22 in the Autonomous City of Buenos Aires, represented hereat by the undersigned attorneys-in-fact (hereinafter “IRSAPC”), as party of the second part, and
(iii) IRSA Inversiones y Representaciones Sociedad Anónima, domiciled at Bolívar 108, Piso 1º in the Autonomous City of Buenos Aires and having established domicile for purposes hereof at ▇▇▇▇▇▇ 877, Piso 22 in the Autonomous City of Buenos Aires, represented hereat by the undersigned attorneys-in-fact, as party of the third part (hereinafter “IRSA” and collectively with CRESUD and IRSAPC designated as “THE PARTIES”).
WHEREAS:
(i) On June 30, 2004 THE PARTIES executed a Master Agreement for the Exchange of Corporate Services (hereinafter “the Master Agreement”);
(ii) On August 23, 2007 THE PARTIES executed the first Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “First Agreement”), whereby certain amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases, and new Individually Responsible Persons were appointed;
(iii) On August 14, 2008 and November 27, 2009, THE PARTIES executed the Second Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Second Agreement”) and the Third Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Third Agreement”), respectively, whereby new amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases;
(iv) On March 12, 2010, THE PARTIES executed an Addendum to the Master Agreement for the Exchange of Corporate Services (hereinafter the “Addendum”) whereby THE PARTIES agree to unify in CRESUD the services of the Areas of Exchange of Corporate Services, to the effect of which the employment agreements of most of the employees of such areas were transferred and the procedure to allocate the costs of potential labor expenses arising from retirement of employees was established;
(v) On July 11, 2011, THE PARTIES executed the Fourth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Fourth Agreement”), on October 15, 2012, THE PARTIES executed the Fifth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Fifth Agreement”), on November 12, 2013, THE PARTIES executed the Sixth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Sixth Agreement”) and on February 18, 2015, THE PARTIES executed the Seventh Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Seventh Agreement” and together with the First Agreement, the Second Agreement, the Third Agreement, the Fourth Agreement, the Fifth Agreement and the Sixth Agreement, the “Agreements”), whereby new amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases;
(vi) Pursuant to the structuring process of a new organizational model of division of areas by business, an agreement was reached to transfer to IRSA and/or IRSAPC the employment agreements of those employees who render services related to the Technical, Infrastructure and Services, Purchases, Architecture and Design and Works Development Area, Real Estate Business Management, Real Estate Business Human Resources, Safety and Real Estate Areas, all of them related to the real estate business. On February 24, 2014 THE PARTIES executed a Second Addendum to the Master Agreement for the Exchange of Corporate Services (hereinafter the “Second Addendum”) whereby the mechanisms to be used for the allocation of the costs of potential labor expenses that such process would involve were established.
(vii) THE PARTIES have implemented the Master Agreement based on an Implementation Manual updated by Deloitte & Co. S.R.L., (hereinafter “Deloitte”) on February 11, 2008;
(viii) In accordance with the recommendations made by Deloitte on its semi-annual reports, new operational changes have been implemented in the Areas of Exchange of Corporate Services and the Cost Distribution Bases starting on June 11, 2015, which THE PARTIES wish to acknowledge in writing;
(ix) THE PARTIES have disclosed the content of the EIGHTH AGREEMENT FOR THE IMPLEMENTATION OF AMENDMENTS TO THE CORPORATE SERVICES MASTER AGREEMENT (hereinafter the “Eighth Agreement”) to their respective Audit Committees; and
(x) The Board of Directors of IRSAPC, CRESUD and IRSA approved the Eighth Agreement at the meeting held on November 12, 2015;
NOW IN CONSIDERATION OF THE FOREGOING, THE PARTIES hereby agree to execute this Eighth Agreement subject to the following terms and conditions:
ONE: THE PARTIES ratify that the Areas (as defined in the Master Agreement) and the calculation method applicable to the Exchange of Operational Services (also as defined in the Master Agreement) have been changed as from the dates listed below, amending therefore Exhibits I and II, as amended by the Agreements, to the Master Agreement as per the following detail:
(i) Starting in July 2014, in relation to the Finance Area, a decision was made (a) to exclude the Planning Department for it to be incorporated into the Areas of Exchanges; and (b) to modify its distribution method, thereby introducing changes into Exhibit I and Exhibit II in a manner such that as from July 2014 the components of said method shall be as detailed in new Exhibit I and Exhibit II.
(ii) Starting in July 2014, a decision was made to exclude the Shared Services Center Department from the Administration and Control Area and for the Shared Services Center Department to become covered by the Areas of Exchange. In addition, as from July 2014 a decision was made to change the distribution method of the Master Data Sector.
In January 2015 and in connection with the Shared Services Center Area, there were two additions, namely: (a) the Back Office sector was added and (b) the General Services sector was added.
As a result of the decision adopted in this clause, it was further decided to modify Exhibit I and Exhibit II such that as from January 2015 they shall be made up as detailed in the new Exhibit I and Exhibit II.
(iii) Starting in July 2014 and in connection with the Administration and Control Area, a decision was made to (a) modify the distribution method applicable to the Accounting and Reporting Department; (b) modify the distribution method applicable to the Global Budget and Management Control Department; and (c) modify the distribution method applicable to the SOX Regulation Department thereby modifying Exhibit II which as from that date shall be made up as detailed in the new Exhibit II.
(iv) Starting in July 2014, a decision was made to exclude the Governmental Affairs Department from the Real Estate Area, to incorporate the Governmental Affairs Department into the Areas of Exchange and to modify its
distribution method. Therefore, Exhibit I and Exhibit II were amended accordingly so that as from such date, they shall be made up as detailed in the new Exhibit I and Exhibit II.
(v) Starting in July 2014, a decision was made to incorporate the Real Estate Accounting and Reporting Department into the Real Estate Management Area. Therefore, Exhibit I and Exhibit II were amended accordingly so that as from such date, they shall be made up as detailed in the new Exhibit I and Exhibit II.
(vi) Starting in July 2014 and in connection with the Human Resources Area, a decision was made to (a) change the name of the department known as “Project Management Department”, which shall from now bear the following designation “Human Resources Management Department”; (b) change the name of the department known as “Safety and Hygiene Department”, which shall from now on bear the following designation “Administration and Labor Relations Department” and; (c) change the name of the department known as Project Quality Department, which shall from now on bear the following designation “Culture Management Department”. Therefore, Exhibit II was amended accordingly so that as from such date, it shall be made up as detailed in the new Exhibit II.
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 read as hereto attached for the periods and as from the dates indicated.
TWO: THE PARTIES agree that the costs related to the employees acting in the new Areas included pursuant to this Eighth Agreement, shall be governed in accordance with the terms and conditions set forth in the Master Agreement, the Addendum and the Second Addendum.
THREE: 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 Eighth Agreement continue to be fully in force.
In witness whereof, this Agreement is executed in three (3) copies of the same tenor and to a single effect in the place and on the date first written.
CRESUD S.A.C.I.F.y A.
[illegible signature] [Seal:] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - Attorney-in-fact / [illegible signature] [Seal:] CRESUD S.A.C.I.F. y A. Agronomic Engineer ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ - Attorney-in-fact
IRSA Inversiones y Representaciones Sociedad Anónima
[illegible signature] [Seal:] ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ — Attorney-in-fact / [illegible signature] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
IRSA Propiedades Comerciales S.A.
[illegible signature] [Seal:] ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attorney-in-fact / [illegible signature][Seal:] ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Attorney-in-fact.
Exhibit I
Description of Corporate Services Areas of Exchanges
Human Resources
The Human Resources sector renders to the Parties the service consisting in Human Resources Administration; Human Resources Management, and Organizational Culture Management. Within the main activities of the sector
we may mention labor relationships, selection of managerial positions, leadership training and interpersonal skills, remunerations and benefits, internal communication, etc.
Finance
The Finance sector renders to THE PARTIES the service consisting in Investor Relations, Capital Markets, Financial Risk, Management of Financial Transactions, Financial Analysis.
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 and for coordinating all the management information flowing through the businesses and submitted to the respective Boards of Directors.
Institutional Relations
The Institutional Relations sector renders to THE PARTIES the service consisting in the development and control of advertising, broadcasting and marketing actions, relations with the media, preparation of articles, brochures and related activities.
Administration and Control
The Administration and Control sector is responsible for the PARTIES’ management control, budget of structure expenses, and SOX controls.
Shared Services Center
The Shared Services Center provides THE PARTIES with all the transactional and operational services associated to income and expense management, to the services inherent in managing human resources benefits and payroll processing, in commercial contract management, in errand running services and in general services. And it is equally responsible for managing, maintaining and providing support to systems, technology and processes.
Insurance
The Insurance sector is in charge of managing THE PARTIES’ assets’ coverage by negotiating, acquiring and monitoring insurance policies, dealing with claims in terms of coverage, collection, etc.
Safety
The Safety sector renders to THE PARTIES the surveillance service.
Contracts
The Contracts sector renders to THE PARTIES the service consisting in aid to the preparation, analysis and response to legal briefs, agreements, official letters, etc.
Technical, Infrastructure and Services, Architecture and Design, and Works Development
The Technical, Infrastructure and Services, Architecture and Design, and Works Development sector renders to THE PARTIES the services consisting in operational coordination of the following sectors: Architecture and Design; Works Development; and Technical, Infrastructure and Services.
Purchases and Hirings
The Purchases and Hirings sector bears the responsibility of obtaining the most appropriate goods and/or services for the purpose for which they will be used. Quality, costs and terms of delivery are essential when taking the
decision to hire. In addition, this sector deals with the necessary means to obtain appropriate funding of the purchases from suppliers.
Environment and Quality
The Environment and Quality sector renders to the PARTIES the services consisting in management of national and municipal permits and licenses before the controlling entities. In addition, it assesses the environmental impact of projects and activities in order to define preventive and corrective actions for minimizing such impacts, following the working methodology set forth in an Environmental Management System.
Real Estate
The Real Estate sector renders to THE PARTIES the services consisting in sales and acquisitions of real estate, except for real estate assigned to the agricultural business.
Governmental Affairs
The Governmental Affairs sector takes part in the businesses arising from governmental grants (exploitation concessions and private initiatives).
Hotels
The Hotels sector renders to THE PARTIES the services consisting in the integration of the different areas of hotels along with their business relations. It carries out activities to optimize and control hotels’ management and organization.
Board of Directors to be Distributed
The Board of Directors to be Distributed sector includes the employees performing activities of support and assistance to the Parties’ Board of Directors.
Real Estate Business Board of Directors to be Distributed
The Real Estate Business Board of Directors to be Distributed sector includes the employees performing activities of support and assistance to the Board of Directors of IRSA and IRSAPC.
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.
Audit Committee
The Audit Committee sector includes the employees performing tasks of support and assistance to THE PARTIES’ Audit Committees.
Real Estate Business Management
The Real Estate Business Management sector renders the following services to IRSA and IRSAPC: budget and control management, accounting and reporting, analysis of new businesses, analysis of the business clients’ credit risk, IT support to shopping centers, marketing and leadership agreements for the business legal aspects.
Real Estate Business HHRR
The Real Estate Business HHRR sector renders to IRSA and IRSAPC the service consisting in Human Resource Administration; Human Resource Management; Workplace Safety, Hygiene and Environment; Organizational Culture Management and Project Management. The main sector activities include, among others: personnel management, recruitment and training, compensation and benefits, internal communication, third party control, etc.
Fraud Prevention
The Fraud Prevention sector renders to THE PARTIES corporate Fraud Prevention services.
Internal Audit
The Internal Audit sector renders to THE PARTIES internal audit services.
Exhibit II
Cost Distribution Bases
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Corporate |
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Department |
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Division / Subdivision |
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Distribution Method |
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Human Resources |
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Human Resources Management |
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By headcount (non-corporate personnel) and weighting the percentages of other areas (corporate personnel). |
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Culture Management |
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Administration and Labor Relations |
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Finance |
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Capital Markets |
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Weighting is as follows: |
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Relations with Investors |
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Financial Risk |
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Financial Administration
Financial Analysis |
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active coverages, number of result conferences, the complexity of the website of each company, number of relevant facts published in the Argentine Securities and Exchange Commission and the US Securities and Exchange Commission, and number of Roadshows (Deal or Non-Deal). All items involved are weighted in equal parts. |
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Planning |
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Proportional among the three companies. |
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Institutional Relations |
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Tasks performed and the time spent in each. |
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Administration and Control Each one of the sectors comprising the Department is weighted. |
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Accounting and Reporting |
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Tasks conducted and hours spent in each task |
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Taxes |
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Salaries are weighted according to the position and tasks performed (per company and in equal shares) |
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Budget and Global Management Control |
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The preceding half year’s structure expenses are pro-rated. |
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SOX Regulation |
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Distribution of key control% per front / company |
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Shared Services Center (CSC) |
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Expenses Administration |
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Number of Expense Transactions performed by each Company + Direct Allocation of Resources |
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Revenues Administration |
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Number of Revenue Transactions performed by each Company + Direct Allocation of Resources | |
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Customer Administration |
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Direct Allocation of Resources | |
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Collections Administration |
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Direct Allocation of Resources |
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Treasury Administration |
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Number of Treasury Transactions performed by each Company. |
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Own Account Administration |
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Number of Transactions performed by each Company. |
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Technology |
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Weighting of time spent in each task (related to the services). |
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IT Services |
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Number of CASTI incidents processed for each Company. |
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Master Data |
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Number of Transactions processed by each Company. |
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Maintenance Systems |
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Hours devoted to each task. |
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Project Systems |
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Hours devoted to each task. |
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Commercial Transactions |
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Hours devoted to each task. |
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IT Security |
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Weighting of time spent in each task. |
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Process Quality |
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Weighting of time spent in each task. |
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CSC Human Resources |
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50% weighting of% of CSC sectors; 50% weighting of Corporate sectors. |
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Errand Running Service |
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Number of errands run. |
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Back office |
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Hours spent in each task. |
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General Services |
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Hours spent in each task. |
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Real Estate Business Management |
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Real Estate IT Services |
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70% IRSAPC, 30% to be distributed IRSAPC and IRSA based on supervised projects. |
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Real Estate Business Analysis |
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Hours devoted to reviewed projects as applicable to IRSA PC or IRSA. |
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Real Estate Credit Risk |
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Hours worked for each company. |
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Real Estate Legal Affairs |
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Weighting of hours and salaries. |
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Real Estate Budget and Management Control |
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Actual revenues per company. |
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Real Estate Business Accounting and Reporting |
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Real Estate Business accounting voucher weighting. |
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Real Estate Business Board of Directors to be Distributed |
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Proportional between IRSA and IRSAPC. Excludes Cresud. |
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Real Estate Business HHRR |
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Based on payroll. |
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Insurance |
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Based on the amount of premiums under the annual insurance program. |
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Safety |
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Per hour |
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Contract Department |
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Contracts |
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Number of contracts executed. |
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Technical, Infrastructure and Services, Architecture and Design, and Works Development Department |
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Technical, Infrastructure and Services |
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Planning and Control |
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Weighted average of the areas under the supervision of the TIS Department of IRSA and IRSAPC, excluding CRESUD. |
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Logistics |
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Weighted between directly assigned personnel and centralized personnel distributed per square meter of the real property (IRSA |
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reporting to it |
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and IRSAPC) and time spent in tasks (CRESUD). |
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Distributed Operations |
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Square meters of real property held, operated and to which maintenance services are provided (IRSA and IRSAPC) and time spent in tasks (CRESUD). |
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Architecture |
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IRSA/IRSAPC: Personnel distributed per surface area and number of stores. |
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Third parties’ services |
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Distribution of resource allocation. |
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Traveling Personnel |
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Maintenance hours (IRSA and IRSAPC) and time spent in tasks (CRESUD). |
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Engineering and Maintenance |
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Square meters of real property held, to which maintenance, engineering and other services are provided (IRSA and IRSAPC) and time spent in tasks (CRESUD). |
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Works Development |
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Tasks performed and time spent in each. |
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Architecture and Design |
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Completed projects. |
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Purchases and Hirings |
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Weighted volume and amounts of purchase orders. |
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Environment and Quality |
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The distribution of corporate costs of the Environment, Farming Quality and Standardization area will be made according to the hours |
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devoted to each global topic by person and company during the period. |
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Real Estate |
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Tasks performed and time spent in each. |
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Governmental Affairs |
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Weighting of allocated projects. |
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Hotels |
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100% IRSA. |
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Internal Audit |
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Times estimated/forecast in the annual plan. |
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Fraud Prevention |
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Proportional among the three companies |
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Board of Directors to be Distributed |
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Proportional among the three companies |
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Audit Committee |
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Weighting of tasks performed. |
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General Management Department to be Distributed |
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Proportional among the three companies |
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Board of Directors’ Safety |
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Proportional among the three companies |
THIS DOCUMENT IS A TRUE AND ACCURATE TRANSLATION into English of the document in Spanish I have had before me in Buenos Aires, on this 27th day of September, 2016.
[For authentication purposes only:]
ES TRADUCCIÓN FIEL ▇▇ ▇▇▇▇▇▇ del documento adjunto redactado en idioma ▇▇▇▇▇▇▇▇▇▇ que he tenido ante mí y al cual me remito en Buenos Aires, a los ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇.