IRSA Propiedades Comerciales S A : Merger Proposal Presentation October 2021

MERGER

PROPOSAL

PRESENTATION

OCTOBER 2021

IRSA-IRCP MERGER RATIONALE

MAIN HISTORICAL EVENTS

			INTERNATIONAL INVESTMENT
		2008	2020
		Increases stake in	8.1% IRCP
Beginning of	Partnership with	APSA (95%).	block sale in
operations	Parque Arauco	Purchase of Parque	the secondary
		Arauco's stake	market

					Merger
MERVAL	1994	2000		2014	proposal
(USD)
	1991		2010	Follow on 2017	2021
				attempt

		Creation of pure
Beginning of	Listed on	rental vehicle in
operations	NASDAQ	Argentina. Purchase
		of IRSA's offices
		portfolio

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IRSA-IRCP MERGER RATIONALE

MAIN ADVANTAGES

REAL ESTATE LEADER IN ARGENTINA

2 STRUCTURE SIMPLIFICATION

1. VEHICLE'S LIQUIDITY INCREASE
2. SYNERGIES AND COST EFFICIENCY

5 ELIMINATES POTENTIAL CONFLICTS OF INTEREST

GROWTH THROUGH MIXED-USE DEVELOPMENTS

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REAL ESTATE INDUSTRY TRENDS

POTENTIAL SYNERGIES IN MIXED-USES DEVELOPMENTS

REAL ESTATE TRENDS		COMPANY'S FUTURE DEVELOPMENTS

HOME OFFICE & HYBRID WORK MODALITY	E-COMMERCE		Th. sqm	1930
		TH. Sqm GLA
			3.6x
				1400*	80%
					Mixed-uses
NEW URBAN PLANNING CODE IN BA CITY	URBAN DECENTRALIZATION	530	530
			Current	Potential
		*Does not include La Adela and UOM Luján (4.4 million buildable sqm)

MIXED-USE REAL ESTATE PROJECTS			Patio Bullrich Expansion
Alto Palermo Expansion (BA City)		(BA City)		Polo Dot (BA City)

Costa Urbana (BA City)		La Plata (BA Province)		Caballito (BA City)

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TRANSACTION DESCRIPTION

EXCHANGE RATIO AND POST MERGER CORPORATE STRUCTURE

• The transaction consists of a merger by absorption within the framework of the Argentine Companies Law 19,550 and the Income Tax Law 20,628.
• IRSA (absorbing company) merges with IRSA Propiedades Comerciales (absorbed company), which is dissolved without being liquidated.
• An Exchange Ratio of 1.40 IRSA shares for each IRSA Propiedades Comerciales share is proposed.
• The Exchange Ratio was supported by two Fairness Opinions issued by Banco Santander and Banco Itaú. It has also been approved by the Audit Committees of both Companies.

POST MERGER PROFORMA

CORPORATE STRUCTURE

		Float
53.6%	46.4%
FD 54.3%		FD 45.7%

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