Alto Palermo S.A. (APSA) US$120,000, % Notes due 2017, Series No. 1 US$50,000, % Argentine Peso-Linked Notes due 2012, Series No.

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1 Pricing Supplement To Offering Memorandum Dated May 8, 2007 Alto Palermo S.A. (APSA) US$120,000, % Notes due 2017, Series No. 1 US$50,000, % Argentine Peso-Linked Notes due 2012, Series No. 2 This pricing supplement relates to two series of notes to be issued under our global note program for the issuance of notes in one or more series up to an aggregate principal amount at any time outstanding of US$200,000,000 (the Pricing Supplement ). This Pricing Supplement is supplementary to, and should be read in conjunction with, the attached offering memorandum dated May 8, 2007 relating to our global note program (the Offering Memorandum ). To the extent that information contained in this Pricing Supplement is not consistent with the attached Offering Memorandum, this Pricing Supplement will be deemed to supersede such Offering Memorandum with respect to the notes offered hereby. We are offering US$120,000,000 of our 7.875% Notes due 2017 which we refer to as the 2017 Notes. The 2017 Notes will mature on May 11, The 2017 Notes will bear interest at a rate of 7.875% per year, payable semi-annually in arrears on May 11 and November 11 of each year, commencing on November 11, We are also offering US$50,000,000 of our % Argentine Peso-Linked Notes due 2012 which we refer to as the 2012 Notes, together with 2017 Notes, the Notes. The 2012 Notes will amortize in seven semi-annual installments, commencing on June 11, 2009, and will mature on June 11, The 2012 Notes will bear interest at a rate of % per year, payable semi-annually in arrears (except for the first irregular seven-month interest period commencing on the issue date of the 2012 Notes) on June 11 and December 11 of each year, commencing on December 11, Each interest payment will be payable at an annual rate of % on the outstanding Peso Principal Amount of the 2012 Notes in U.S. dollars. Payment of principal and interest (including additional amounts) in respect of the 2012 Notes will, except in limited circumstances, be made in U.S. dollars, in amounts determined based on the Argentine peso equivalent (based on an initial exchange rate as of May 8, 2007 of Ps = US$1.00) of the aggregate principal amount of the 2012 Notes then outstanding. The Notes will constitute our unsecured and unsubordinated obligations and will rank at all times at least pari passu in right of payment with all our other existing and future unsecured and unsubordinated indebtedness (other than obligations preferred by statute or by operation of law). The Notes will constitute obligaciones negociables simples no convertibles under Argentine Law No. 23,576, as amended (the Negotiable Obligations Law ), and will be issued and placed in accordance with such law and Joint Resolution No /2004, as amended (the Joint Resolution /2004 ), issued by the Argentine securities commission (the Comisión Nacional de Valores ) and the Argentine tax authority (Administración Federal de Ingresos Públicos) and any other applicable Argentine laws and regulations, and will be entitled to the benefits set forth in, and subject to the procedural requirements of, such law and resolution and Argentine Decree No. 677/2001. The establishment of the program has been authorized by the Comisión Nacional de Valores pursuant to Resolution No. 15,614, dated April 19, The authorization by the Comisión Nacional de Valores means only that the information requirements of the program have been satisfied. We will apply to have the Notes listed on the Buenos Aires Stock Exchange (Bolsa de Comercio de Buenos Aires). We expect that the Notes will be eligible for trading on the PORTAL Market and on the Mercado Abierto Electrónico S.A. We will apply within the next twelve months to have the Notes admitted for trading on the EuroMTF, the alternative market of the Luxembourg Stock Exchange. Because payments of interest and principal on the 2012 Notes are calculated based on the Peso Principal Amount and converted to payments in U.S. dollars on the calculation date, a devaluation of the Argentine peso will result in a loss of principal and a reduction in the effective interest rate earned in U.S. dollar terms. You should carefully consider the Risk Factors beginning on page S-5 of this Pricing Supplement and on page 22 of the attached Offering Memorandum for a discussion of certain significant risks to be considered in connection with an investment in the 2012 Notes. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ), or any state securities laws and may not be offered or sold to or for the account or benefit of U.S. persons except in transactions that are exempt from registration under the Securities Act. Accordingly, we will only sell the Notes to qualified institutional buyers (as defined in Rule 144A under the Securities Act) ( QIBs ) or outside the United States in compliance with Regulation S under the Securities Act. For a description of these and certain further restrictions on offers and sales of the Notes and distribution of the Pricing Supplement and the attached Offering Memorandum, see Transfer Restrictions in the attached Offering Memorandum and Plan of Distribution in this Pricing Supplement. No representation can be made as to the availability of the exemption provided by Rule 144 under the Securities Act for resale of any notes. Sole Book-Runner Citi Citi Joint Lead Managers Co-Manager International Standard New York Securities, Inc. May 8, 2007 Jefferies & Company

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3 Unless otherwise defined herein, capitalized terms used in this Pricing Supplement shall have the meanings given to them in the attached Offering Memorandum. In this Pricing Supplement, unless the context requires otherwise, references to we, our us, and the Company mean Alto Palermo S.A. (APSA) and its consolidated subsidiaries. Solely for the convenience of the reader, unless otherwise specified we have translated Argentine Peso amounts into U.S. dollars at the exchange rate quoted by the Central Bank for December 29, 2006, which was Ps per US$1.00. We make no representation that the Argentine Peso or U.S. dollar amounts actually represent, could have been or could be converted into U.S. dollars at the rates indicated, at any particular rate or at all. The U.S. dollar equivalent information presented in this Pricing Supplement is provided solely for the convenience of investors 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 Exchange Rates and Exchange Controls in the attached Offering Memorandum for more detailed information regarding the translation of pesos into U.S. dollars. In addition, the reference exchange rate reported by the Central Bank is not necessarily the same as the exchange rates used to calculate payments in respect of the 2012 Notes. See Terms and Conditions of the Notes Applicable Exchange Rate in this Pricing Supplement. You should rely only on the information contained in this Pricing Supplement and the attached Offering Memorandum. We have not, and the dealers have not, authorized anyone to provide you with information that is different from the information contained in this Pricing Supplement and the attached Offering Memorandum. The information in this Pricing Supplement and the attached Offering Memorandum is accurate only as of the date of this Pricing Supplement. The Comisión Nacional de Valores has not rendered any opinion with respect to the accuracy of the information contained in this Pricing Supplement. The accuracy of the accounting, financial, economic and all other information contained in this Pricing Supplement is the sole responsibility of our board of directors. We, together with our board of directors and supervisory committee, and the dealers with respect to the information related to the Notes, will be responsible for all the information contained in this Pricing Supplement filed with the Comisión Nacional de Valores. Our board of directors represents and warrants that, as of the date hereof, this Pricing Supplement contains true and complete information regarding any material fact that affects our economic and financial condition as well as all other information that is required to be furnished to investors in respect of this Pricing Supplement in accordance with applicable Argentine laws and regulations. In making your decision whether to invest in the Notes, you must rely on your own examination of us and the terms of the offering, including the merits and risks involved. You should not construe the contents of this Pricing Supplement or the attached Offering Memorandum as legal, business or tax advice. You should consult your own attorney, business advisor or tax advisor. We may withdraw, cancel or modify the offering contemplated hereby without notice and may reject offers to purchase Notes, in each case in whole or in part. The distribution of this Pricing Supplement and the attached Offering Memorandum, or any part thereof, and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. We and the dealers require persons into whose possession this Pricing Supplement and/or the attached Offering Memorandum come to become familiar with and to observe such restrictions. This Pricing Supplement and the attached Offering Memorandum do not constitute an offer to sell or a solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation, and this Pricing Supplement and the attached Offering Memorandum do not constitute an invitation to subscribe for or purchase any Notes. For a description of restrictions on offers, sales and deliveries of the Notes and on the distribution of this Pricing Supplement and the attached Offering Memorandum, see Transfer Restrictions and Plan of Distribution in the attached Offering Memorandum and Plan of Distribution in this Pricing Supplement. FOR PURCHASES MADE IN ARGENTINA: NON-BINDING EXPRESSIONS OF INTEREST IN CONNECTION WITH THE PURCHASE OF THE NOTES MAY BE MADE TO THE DEALERS DURING THE i

4 PERIOD OF NINE (9) BUSINESS DAYS, OR THE SOLICITATION PERIOD, COMMENCING ON THE DAY FOLLOWING PUBLICATION OF THE PRICING SUPPLEMENT IN SPANISH IN THE BUENOS AIRES STOCK EXCHANGE S BULLETIN (UNLESS SUCH PERIOD IS EXTENDED BY US AND NOTICE OF SUCH EXTENSION IS PROVIDED THROUGH THE BUENOS AIRES STOCK EXCHANGE S BULLETIN AND PUBLISHED IN AN ARGENTINE NEWSPAPER OF GENERAL CIRCULATION PRIOR TO THE EXPIRATION OF THE SOLICITATION PERIOD). INVESTORS MAY WITHDRAW THEIR OFFERS AT ANY TIME DURING THE SOLICITATION PERIOD (AND ANY EXTENSION OF SUCH PERIOD) PRIOR TO ITS EXPIRATION. ONCE THE ISSUE PRICE AND THE INTEREST RATE FOR THE NOTES HAVE BEEN DETERMINED ON THE PRICING DATE (AS DEFINED BELOW), A NOTICE WILL BE PUBLISHED IN THE BUENOS AIRES STOCK EXCHANGE S BULLETIN, AND INVESTORS WILL BE ABLE TO CONFIRM, DURING THE BUSINESS DAY (IN BUENOS AIRES) FOLLOWING THE DAY OF PUBLICATION OF SUCH NOTICE, ANY NON-BINDING EXPRESSIONS OF INTEREST THEY MAY HAVE PLACED DURING THE SOLICITATION PERIOD. ANY NON-BINDING EXPRESSIONS OF INTEREST PLACED DURING THE SOLICITATION PERIOD NOT DULY WITHDRAWN SHALL BE CONSIDERED BINDING AND CONFIRMED BY INVESTORS. PRICING DATE MEANS THE LAST BUSINESS DAY (IN BUENOS AIRES) IN THE SOLICITATION PERIOD. BOTH THE ISSUE PRICE AND THE INTEREST RATE FOR THE NOTES WILL BE DETERMINED BY THE DEALERS TOGETHER WITH US. ii

5 Page Placement Efforts and Allocation Process... S-1 Terms and Conditions of the Notes... S-3 Use of Proceeds... S-9 Anticipated Results For Quarter Ended March 31, S-10 TABLE OF CONTENTS Pricing Supplement Offering Memorandum Page Capitalization... S-11 Plan of Distribution... S-12 Certain U.S. Federal Income Tax Considerations... S-16 Notice to Canadian Residents... S-18 Page Disclosure Regarding Forward-Looking Statements... 3 Available Information... 4 Documents Incorporated by Reference... 4 Presentation of Financial and Other Information... 5 Summary... 8 Risk Factors Capitalization Use of Proceeds Exchange Rates and Exchange Controls The Crisis and Recovery in Argentina Selected Consolidated Financial and Other Information Management s Discussion and Analysis of Financial Condition and Results of Operations Page Business Directors and Senior Management Related Party Transactions Principal Shareholders Description of the Notes Clearing and Settlement Plan of Distribution Transfer Restrictions Taxation Enforcement of Civil Liabilities Independent Public Accountants Legal Matters General Information Form of Pricing Supplement Index to the Financial Statements...F-1 iii

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7 PLACEMENT EFFORTS AND ALLOCATION PROCESS Placement Efforts We and the dealers named in this Pricing Supplement plan to undertake a series of marketing and placement efforts to place the Notes offered hereby in an oferta pública under the Negotiable Obligations Law and Joint Resolution /2004, as amended. Accordingly, we and the dealers will offer the Notes to the public in Argentina and outside Argentina to a broad group of institutional investors in accordance with the applicable laws of the jurisdictions in which the Notes are offered, including in the United States to qualified institutional buyers in reliance on Rule 144A of the Securities Act, as more fully described in Plan of Distribution in the attached Offering Memorandum and in this Pricing Supplement. The placement efforts will consist of a variety of marketing methods which we expect to include the following: an international and local road show in which potential institutional investors, such as pension funds, insurance companies and brokerage firms, will be invited to participate; a conference call where potential institutional investors, including Argentine investors that may not have participated in the road show, will have the opportunity to ask questions of our management; our management will also be available to potential institutional investors, both in Argentina and in other countries outside Argentina, via: (i) one-on-one conference calls; (ii) one-on-one meetings; and (iii) group meetings; an electronic road show, an audio/visual presentation through the Internet which allows potential institutional investors unable to attend the road show and global conference call referred to above to have access to our road show presentation; distribution (in hard and/or electronic copy) of the preliminary and final Offering Memorandum and Pricing Supplement relating to the Notes and our global note program, in Spanish in Argentina and in substantially similar offering documents in English in countries outside of Argentina; making available to potential Argentine investors, upon request, at our offices copies of the attached Offering Memorandum and Pricing Supplement referred to above, and designating a contact person to respond to investor inquiries; and compliance with the local communication and publication requirements of the Comisión Nacional de Valores for a public offering in Argentina (including, without limitation, publications in Argentine newspapers of general circulation and in the Bulletin of the Buenos Aires Stock Exchange). Allocation Process The criteria for allocating the Notes among those investors who have placed orders with the dealers with a price indication (and the interest rate) that is below or equal to the final pricing accepted by us will be primarily based on such investors interest in understanding our credit profile and their intention of maintaining a long-term position in the Notes. The rationale for these criteria is that the secondary market price of the Notes will benefit from a stable, credit-oriented base of long-term holders, thereby creating a benchmark for our debt and facilitating our future access to the international capital markets. S-1

8 In the event that the Notes are over-subscribed, we expect that the Notes will be sold principally to Argentine and international institutional investors as well as to private and retail banking accounts in Argentina and, as permitted by applicable law, elsewhere outside of Argentina, in particular, pension funds, insurance companies, brokerage firms, money managers and private banking and retail accounts. Subject to compliance with applicable laws, and the criteria set forth in this Pricing Supplement and the attached Offering Memorandum, substantially all investors who place orders with a price indication below or equal to the final pricing for the Notes accepted by us will receive a portion of Notes offered. The criteria for allocating the Notes among investors with similar characteristics will be based on the size of the investor s order, the aggressiveness of its price indication during the book-building process, its interest in our credit profile throughout the marketing period and its history in supporting transactions from Latin American issuers. In addition, interested investors may be required to furnish to the dealers all information and documentation required to be filed by such investors, or which may otherwise be requested by the dealers, for compliance with criminal and other laws and regulations relating to the laundering of assets, including the capital market rules for the prevention of the laundering of assets issued by the Argentine Unidad de Información Financiera and similar rules established by the Comisión Nacional de Valores and/or Central Bank. We and the dealers reserve the right to reject any investor order if we or the dealers believe that such laws and regulations have not been fully complied with to our satisfaction. S-2

9 TERMS AND CONDITIONS OF THE NOTES The following items under this heading Terms and Conditions of the Notes are the particular terms and conditions which relate to the two series of Notes offered hereby and should be read in conjunction with the Description of the Notes in the attached Offering Memorandum. The terms and conditions of the Notes differ in certain important respects from the general description of the terms and conditions of notes described in the attached Offering Memorandum. To the extent that this description is not consistent with the attached Offering Memorandum, this description will be deemed to supersede the attached Offering Memorandum with respect to the Notes. Terms and Conditions of the 2017 Notes 1. Series No Issuer... Alto Palermo S.A. (APSA) 3. Title % Notes due Aggregate Principal Amount... US$120,000, Issue Price % 6. Stated Maturity... May 11, Fixed Interest Rate: a. Interest Rate % per annum b. Interest Payment Dates... Semi-annually in arrears on May 11 and November 11 of each year, commencing on November 11, c. Regular Record Dates... May 1 or November 1 immediately preceding the relevant Interest Payment Date. d. Day Count Basis... 30/ Redemption at the Option of the Company (Other than for Taxation Reasons)... Except as otherwise provided in Redemption at the Option of the Company for Taxation Reasons, as discussed below, we may not redeem the 2017 Notes at our option prior to May 11, We may redeem the 2017 Notes, at our option, in whole at any time or in part from time to time, on and after May 11, 2012, at the following redemption prices, expressed as percentages of the principal amount thereof, if redeemed during the twelve-month period commencing on May 11, 2012 of any year set forth below: Year Percentage % % % 2015 and thereafter 100% S-3

10 9. Codes a. CUSIP Numbers... Rule 144/A: 02151P AB3 Regulation S: P0245M AC3 b. ISIN... Rule 144/A: US02151PAB31 Regulation S: USP0245MAC30 Terms and Conditions of the 2012 Notes 1. Series No Issuer... Alto Palermo S.A. (APSA) 3. Title % Argentine Peso-Linked Notes due Aggregate Principal Amount... US$50,000, Issue Price % 6. Final Stated Maturity... June 11, Initial Exchange... Ps (Ps. / US$ FX rate as of May 8, 2007) 8. Peso Principal Amount... Ps.154,020, Interest Rate: a. Interest Rate % per annum b. Interest Payment Dates... Semi-annually in arrears (except for the first irregular seven-month interest period commencing on the Issue Date) on June 11 and December 11 of each year, commencing on December 11, c. Regular Record Dates... June 1 or December 1 immediately preceding the relevant Interest Payment Date. d. Day Count Basis... 30/360 e. Payment of Interest... Each interest payment will be payable at an annual rate of % on the outstanding Peso Principal Amount of the 2012 Notes in U.S. dollars. The Calculation Agent will convert Peso amounts payable in respect of interest to U.S. dollars at the Applicable Exchange Rate on the relevant Calculation Date. 10. Payment of Principal... The Peso Principal Amount will be paid in seven equal semi-annual installments commencing on June 11, 2009, as calculated by the Calculation Agent. Each Peso principal S-4

11 payment will be payable in U.S. dollars. The Calculation Agent will convert Peso amounts payable in respect of principal to U.S. dollars at the Applicable Exchange Rate on the relevant Calculation Date. 11. Applicable Exchange Rate... The average of the peso/u.s. dollar exchange of the last three Business Days previous to the Calculation Date published by EMTA on a daily basis on its web page and in the event that the EMTA exchange rate is not available, the Applicable Exchange Rate will be the average offer exchange rate published by Citibank N.A Argentine Branch, Banco Santander Rio S.A., Standard Bank Argentina S.A. Deutsche Bank S.A. and HSBC Bank Argentina S.A. in Argentina, at 3:00 PM, Buenos Aires time, as calculated by the Calculation Agent. 12. Risk Factors relating to 2012 Notes... In addition to the risk factors described in this section of this Pricing Supplement, potential investors should carefully consider the information included under Risk Factors in the attached Offering Memorandum. Potential investors should understand that an investment in the 2012 Notes involves assuming certain significant risks related to the Issuer and political and economic conditions in Argentina, all of which should be considered by potential investors before they decide to invest in the 2012 Notes. (i) A devaluation of the Argentine Peso will result in a loss of principal and interest in U.S. dollar terms. BECAUSE PAYMENTS OF INTEREST AND PRINCIPAL ARE CALCULATED BASED ON THE PESO PRINCIPAL AMOUNT AND CONVERTED TO PAYMENTS IN U.S. DOLLARS ON THE CALCULATION DATE, A DEVALUATION OF THE ARGENTINE PESO WILL RESULT IN A LOSS OF PRINCIPAL AND A REDUCTION IN THE EFFECTIVE INTEREST RATE EARNED IN U.S. DOLLAR TERMS. (ii) In circumstances where we can satisfy our payment obligations in respect of the 2012 Notes by transferring Argentine pesos to accounts located in Argentina, you may not be able to obtain U.S. dollars or transfer funds outside Argentina. IF WE ARE UNABLE EITHER TO PURCHASE U.S. DOLLARS OR TO TRANSFER FUNDS OUTSIDE ARGENTINA IN ORDER TO MAKE A PAYMENT IN RESPECT OF THE 2012 NOTES BECAUSE OF ANY LEGAL OR REGULATORY RESTRICTION OR DUE TO ANY OTHER REASON BEYOND OUR CONTROL, THEN WE WILL BE ABLE TO SATISFY SUCH S-5

12 PAYMENT OBLIGATION IN ARGENTINE PESOS AND WITH TRANSFERS TO ACCOUNTS LOCATED IN ARGENTINA. IN SUCH EVENT, YOU MAY NOT BE ABLE TO OBTAIN U.S. DOLLARS AT THE APPLICABLE EXCHANGE RATE UNDER THE 2012 NOTES OR AT ALL, AND YOU MAY NOT BE ABLE TO FREELY TRANSFER FUNDS OUTSIDE ARGENTINA. 13. Currency of Payments... Any payment under the 2012 Notes will be made by the Issuer by transfer of the relevant amount in U.S. dollars from Argentina into accounts opened in New York City, as informed by the Trustee. In the event that the Issuer furnishes to the Trustee evidence that the Issuer is unable to buy sufficient U.S. dollars with Pesos on any Payment Date, either: (i) directly at the foreign exchange market in Argentina and subsequently transfer them to the Principal Paying Agent in New York, or (ii) indirectly, to the extent permitted by law, by purchasing with Pesos any series of Argentine Discount Bonds or Argentine Par Bonds or any other securities or public or private bonds issued in Argentina and denominated in U.S. dollars and transferring and selling such securities outside Argentina for U.S. dollars, or (iii) by means of any other legal procedure existing in Argentina for the purchase of U.S. dollars and their subsequent transfer abroad (any such mechanism established in (i), (ii) and (iii) above hereinafter referred to as Purchase of U.S. dollars or Purchase U.S. dollars ) because of any legal or regulatory restrictions, or because the Purchase of U.S. dollars has become impossible due to reasons beyond the Issuer s control; then the Issuer will discharge its payment obligations under the 2012 Notes by transferring the amount of Pesos owed as principal or interest payable on that date to accounts located in Argentina as designated by the Trustee. Payments in Pesos by the Issuer in Argentina made in accordance with this paragraph will constitute payment in full of the relevant payment obligations and will release the Issuer with respect thereto and will not constitute a default by the Issuer hereunder; accordingly, the holders of the 2012 Notes will not be entitled to any additional payments or to accelerate any amounts whatsoever. In the event that it becomes possible again to Purchase U.S. dollars, the Issuer will make payments in accordance with the terms set forth in the first sentence of this paragraph. All costs and taxes payable in connection with the procedures referred to in (i), (ii) and (iii) above shall be borne by the Issuer. 14. Calculation Date... Two Business Days before each interest and principal payment dates, as applicable. S-6

13 15. Calculation Agent... The Bank of New York 16. Codes a. CUSIP Numbers... Rule 144/A: 02151P AC1 Regulation S: P0245M AD1 b. ISIN... Rule 144/A: US02151PAC14 Regulation S: USP0245MAD13 Terms and Conditions common to all Notes 1. Redemption at the Option of the Company for Taxation Reasons... We may redeem the Notes, in whole but not in part, at a price equal to 100% of the principal amount plus accrued and unpaid interest upon the occurrence of specified Argentine tax events. See Description of the Notes Redemption and Repurchase Redemption for Taxation Reasons in the attached Offering Memorandum. 2. Change of Control... The change of control provisions contained in the attached Offering Memorandum will apply to the Notes. 3. Defeasance... The defeasance provisions contained in the attached Offering Memorandum will apply to the Notes. 4. Listing/Trading... We expect that the Notes will be listed on the Buenos Aires Stock Exchange and be eligible for trading on the PORTAL Market and the Mercado Abierto Electrónico. We will apply within the next twelve months to have the Notes admitted for trading on the EuroMTF, the alternative market of the Luxembourg Stock Exchange. 5. Risk Ratings... The Notes are currently rated by Standard & Poor s Ratings Services ( S&P ) and Fitch Ratings Ltd. ( Fitch ). S&P has rated the Notes at the international level as B+, while Fitch has rated the Notes at the international level as B+. Such ratings maybe modified, suspended or withdrawn at any time and in no way represent a recommendation to buy, hold or sell the Notes. 6. Additional Issuances... We may from time to time, without the consent of the holders of the Notes, create and issue additional Notes having the same terms and conditions as the 2017 Notes or the 2012 Notes in all respects, except for Issue Date, Issue Price, the Interest Commencement Date and, if applicable, the first Interest Payment Date. Such additional Notes will be consolidated with and will form a single series with the 2017 Notes or the 2012 Notes, as the case may be. 7. Issue Date... May 11, 2007 S-7

14 8. Specified Currency... U.S. dollars 9. Nominal Value Per Note... US$ Minimum Denominations... US$2,000 and multiples of US$1,000 in excess thereof. 11. Identity of Dealers... See Plan of Distribution in this Pricing Supplement. 12. Joint Lead Managers... Citigroup Global Markets Inc. and Standard New York Securities, Inc. 13. Sole Book-Runner... Citigroup Global Markets Inc. 14. Stabilizing Manager... Citigroup Global Markets Inc. 15. Argentine Dealers... Citigroup Capital Markets S.A. and Standard Bank Argentina S.A. 16. Form of Notes... The Notes will initially be issued in the form of one fully registered Restricted Global Note and one fully registered Regulation S Global Note. 17. Clearance... DTC, Euroclear and Clearstream. S-8

15 USE OF PROCEEDS Our net proceeds from the issuance and sale of the Notes are expected to be approximately US$168,421,896,20 after deducting fees and expenses. As indicated below, we will use any net proceeds of the issuance of the Notes in compliance with the requirements of Article 36 of the Negotiable Obligations Law, as amended, and other applicable regulations for investments, in the following order: development of two new shopping centers, see Business Undeveloped Properties and New Projects in the attached Offering Memorandum; other investments in shopping centers and real estate activities in Argentina in the ordinary course of our business; payment of short-term debt consisting of bank and other debt, the principal amount of which as of December 31, 2006 was Ps.196,959,754 million. For more details, see Capitalization in this Pricing Supplement; working capital in Argentina; or capital contributions to controlled or affiliated corporations; provided that such corporations use the proceeds of such contributions for the purposes set forth above. Pending their application, we intend to invest the net proceeds of the Notes in government securities and short-term investments. S-9

16 ANTICIPATED RESULTS FOR THE NINE-MONTH PERIOD ENDED MARCH 31, 2007 Pursuant to the requirements of the Comisión Nacional de Valores, we are required to publish no later than May 14, 2007 financial statements as of and for the nine-month period ended on March 31, Although such financial statements have not yet been finalized, we expect our results of operations for such nine-month period to not be materially inconsistent with our results of operations for the year ended June 30, 2006 (including certain trends reflected in such results). The above information regarding our anticipated financial performance for the nine-month period ended March 31, 2007 is based on preliminary information available to us and remains subject to change. Our actual results may not be consistent with our anticipated results. S-10

17 CAPITALIZATION The following table sets forth our short- and long-term indebtedness, shareholders equity and total capitalization as of December 31, 2006 in accordance with Argentine GAAP (i) on an actual basis and (ii) as adjusted to give effect to the issuance and sale of US$170,000,000 million principal amount of the Notes in this offering and the use of the proceeds therefrom. This table should be read in conjunction with, and is qualified in its entirety by Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements, all appearing elsewhere in the attached Offering Memorandum. The table has been prepared in accordance with Argentine GAAP which differ in certain important respects from U.S.GAAP. As of December 31, 2006 Actual As Adjusted (in thousands) Ps. US$(1) Ps. US$ (1) Short-term debt: Bank and other debt (2) ,959,754 64,323,891 Mortgages payable... 41,791 13,648 41,791 13,567 Seller financing (3)... 26,761,269 8,739,800 26,761,269 8,687,595 Total short-term debt ,762,814 73,077,339 26,803,060 8,701,162 Long-term debt: 7.875% Notes due ,648, ,000, % Argentine Peso-Linked Notes due ,020,000 50,000,000 Bank and other debt ,323,637 50,399, ,323,637 50,098,571 Mortgages payable... Seller financing... 12,248,000 4,000,000 12,321,600 4,000,000 Total long-term debt ,571,637 54,399, ,313, ,098,571 Shareholders equity: Common stock... 78,206,421 25,540,960 78,206,421 25,388,398 Inflation adjustment of common stock... 84,620,909 27,635,829 84,620,909 27,470,753 Additional paid-in-capital ,805, ,739, ,805, ,719,856 Appraisal revaluation (4)... 3,952,571 1,290,846 3,952,571 1,283,136 Voluntary reserve (5)... 57,376,529 18,738,252 57,376,529 18,626,324 Legal reserve (6)... 12,889,190 4,209,402 12,889,190 4,184,259 Retained earnings... 40,200,036 13,128,686 40,200,036 13,050,265 Total shareholders equity ,050, ,283, ,050, ,722,990 Total capitalization (7)... 1,190,385, ,760,661 1,517,166, ,522,723 (1) (2) (3) (4) (5) (6) (7) Solely for the convenience of the reader, we have translated Argentine Peso amounts into U.S. dollars (i) for the Actual column at the exchange rate quoted by the Central Bank for December 29, 2006, which was Ps = US$1.00 and (ii) for the As Adjusted column at the exchange rate quoted by EMTA on May 8, 2007, which was Ps = US$1.00. We make no representation that the Argentine Peso or U.S. dollar amounts actually represent or could have been or could be converted into U.S. dollars at the rates indicated, at any particular rate or at all. See Exchange Rates. Totals may not sum due to rounding. Includes accrued interest of Ps.8,522,187. Includes accrued interest of Ps.1,411,791. Relates to a parcel of land acquired prior to June 30, 1986 originally recorded at appraised value as of such date. This appraisal increased the carrying value of the land by Ps.4.0 million and was recorded against an appraisal revaluation reserve within shareholders equity. This reserve will be charged to income once the land is disposed of or its value becomes impaired. Voluntary reserve to fund future new projects. Under Argentine law, we are required to allocate 5% of our net income for each year to a legal reserve until the amount of such legal reserve equals 20% of our outstanding capital. Total capitalization consists of the sum of short-term and long-term debt and shareholders equity. S-11

18 PLAN OF DISTRIBUTION Subject to the terms and conditions set forth in the Terms Agreement to be dated May 8, 2007 relating to the Notes, which incorporates by reference the program agreement described in the attached Offering Memorandum, Citigroup Global Markets Inc., Standard New York Securities, Inc. and Jefferies & Company, Inc., which we refer to collectively as the dealers, have severally agreed to purchase, and we have agreed to sell to the dealers, the principal amount of the Notes set forth opposite such dealer s name in the following table. Dealer Principal Amount 2017 Notes 2012 Notes Citigroup Global Markets Inc... US$93,000,000 US$43,750,000 Standard New York Securities, Inc.... US$15,000,000 US$6,250,000 Jefferies & Company, Inc... US$12,000,000 Total... US$120,000,000 US$50,000,000 The Notes will be a new issuance of securities with no established trading market. Application will be made to list the Notes on the Buenos Aires Stock Exchange. We expect that the Notes will be eligible for trading on the PORTAL Market and on the Mercado Abierto Electrónico. Application may also be made to list the Notes on the Luxembourg Stock Exchange and to admit the Notes for trading on Euro MTF, the alternative market of the Luxembourg Stock Exchange. We have been advised by the dealers that they intend to make a market in the Notes, but no dealer is obligated to do so and may discontinue any market-making activity at any time. In addition, any such market-making activity will be subject to the limits imposed by the Securities Act and the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act ). Moreover, the dealers have informed us that they may not undertake any market-making activity with respect to the Notes until expiration of the confirmation period in Argentina. See Purchases Made in Argentina on page i of this Pricing Supplement. Accordingly, we cannot assure you as to the liquidity of, or the development or continuation of trading markets for, the Notes. The dealers may engage in transactions that stabilize the price of the Notes in accordance with applicable law. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the Notes. If the dealers create a short position in the Notes (that is, if they sell the Notes in an aggregate principal amount exceeding that set forth in this Pricing Supplement), such dealers may reduce that short position by purchasing the Notes in the open market. In general, purchase of the Notes for the purpose of stabilization or to reduce a short position could cause the price of the Notes to be higher than it might be in the absence of such purchases. The U.K. Financial Services and Markets Act 2000 ( FSMA ) permits, in connection with the issuance of the Notes, the stabilizing manager (or any dealer for the stabilizing manager) to over-allot or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail for a limited period. However, there may be no obligation on the stabilizing manager (or any dealer of the stabilizing manager) to do this. Such stabilizing, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Such stabilizing must be in compliance with all applicable laws, regulations and rules. Neither we nor any of the dealers makes any representation or prediction as to the direction or magnitude of any effect that the transactions described in the immediately preceding paragraphs may have on the price of the Notes. In addition, neither we nor the dealers make any representation that the dealers will engage in any such transactions or that such transactions, once commenced, will not be discontinued without notice. The dealers may make the Notes available for distribution on the Internet through a proprietary Website and/or a third-party system operated by MarketAxess Corporation, an Internet-based communications technology provider. MarketAxess Corporation is providing the system as a conduit for communications between the dealers S-12

19 and their customers and is not a party to any transactions. MarketAxess Corporation, a registered broker-dealer, will receive compensation from the dealers based on transactions conducted through the system. The dealers will make such Notes available to their customers through the Internet distributions, whether made through a proprietary or third-party system, on the same terms as distributions made through other channels. We have agreed to indemnify the dealers against certain liabilities (including, without limitation, liabilities under the Securities Act) or to contribute to payments that the dealers may be required to make in respect thereof. We have also agreed to reimburse the dealers for some other expenses. Some of the dealers have, directly or indirectly, performed investment and/or commercial banking or financial advisory services for us, for which they have received customary fees and commissions, and they expect to provide these services to us and our affiliates in the future, for which they also expect to receive customary fees and commissions. As reported on a Schedule 13G filed with the United States Securities Exchange Commission on December 31, 2006, Jefferies Group, Inc. is the beneficial owner of 12 % of the shares of common stock of Cresud S.A.C.I.F. y A. Cresud S.A.C.I.F. y A. owns approximately 20.6 % of the shares of IRSA Inversiones y Representaciones Sociedad Anónima, our controlling shareholder. See Principal Shareholders in the attached Offering Memorandum. United States The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act. We have been advised by each of the dealers that any offering or sale of notes by such dealer will be (a) if such notes are to be offered in the United States or to U.S. persons, only to institutions which such dealer reasonably believes are qualified institutional buyers in reliance on Rule 144A under the Securities Act and (b) if such notes are to be offered outside of the United States, only to certain persons in offshore transactions in reliance on Regulation S under the Securities Act and in accordance with applicable law. Any offer or sale of notes in reliance on Rule 144A will be made by broker-dealers who are registered as such under the Exchange Act. With respect to notes offered to non-u.s. persons in offshore transactions in reliance on Regulation S, each dealer has acknowledged and agreed that, except as permitted by the program agreement, it will not offer, sell or deliver any notes (whether as principal or agent) (i) as part of their distribution at any time or (ii) otherwise, until 40 days after the completion of the distribution (as certified to the trustee by the relevant dealer) of the identifiable tranche of which such notes are a part, within the United States or to, or for the account or benefit of, U.S. persons. In addition, until the expiration of the 40-day period referred to above, an offer or sale of notes within the United States by a dealer that is not participating in the offering may violate the registration requirements of the Securities Act. Terms used in the four preceding paragraphs have the meaning given them by Regulation S and Rule 144A under the Securities Act. Republic of Argentina The offering of the Notes under the program has been authorized by the Comisión Nacional de Valores pursuant to Resolution No. 15,614, dated April 19, S-13

20 The Notes may be offered directly to the public in Argentina by us or through Citicorp Capital Markets S.A. and Standard Bank Argentina S.A. which are authorized under the laws and regulations of Argentina to offer or sell the Notes directly to the public in Argentina. The offering of the Notes in Argentina will be made by a substantially similar offering memorandum and pricing supplement in the Spanish language and in accordance with Comisión Nacional de Valores regulations. United Kingdom Each dealer has represented, warranted and agreed and each further dealer appointed under this program will be required to consent and agree that: (1) in relation to notes which have a maturity of one year or more, it has not offered or sold, and, prior to the expiry of a period of six months from the issue date of such notes, it will not offer or sell, any such notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); (2) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of such notes in circumstances in which Section 21(1) of the FSMA does not, or would not, apply to us; (3) in relation to any notes which must be redeemed before the first anniversary of the date of their issue, (a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business, and (b) it has not offered or sold and will not offer or sell any such notes other than to persons: (i) (ii) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses; where the issue of the notes would otherwise constitute a contravention of Section 19 of the FSMA by us; and (4) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any notes in, from or otherwise involving the United Kingdom. Singapore This Pricing Supplement or any other offering material relating to the Notes has not been and will not be registered as a offering memorandum with the Monetary Authority of Singapore, and the Notes will be offered in Singapore pursuant to exemptions under Section 274 and Section 275 of the Securities and Futures Act, Chapter 289 of Singapore (the Singapore Securities and Futures Act ). Accordingly, the Notes may not be offered or sold, or be the subject of an invitation for subscription or purchase, nor may this Pricing Supplement or any other offering material relating to the Notes be circulated or distributed, whether directly or indirectly, to the public or any member of the public in Singapore other than (a) to an institutional investor or other person specified in Section 274 of the Singapore Securities and Futures Act, (b) to a sophisticated investor, and in accordance with the conditions specified in Section 275 of the Singapore Securities and Futures Act, or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Singapore Securities and Futures Act. S-14

21 Japan The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities and Exchange Law of Japan ) and each dealer has agreed that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for reoffering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan and any other applicable laws, regulations and ministerial guidelines of Japan. S-15

22 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS The following discussion is based upon, and is meant to supplement, the discussion in the attached Offering Memorandum under Taxation United States Federal Income Tax Considerations. It is not meant to be a comprehensive description of all tax considerations that may be material to a prospective purchaser of Notes. You should review the discussion in the attached Offering Memorandum under Taxation United States Federal Income Tax Considerations for a more extensive description of certain potentially material U.S. federal income tax consequences of the acquisition, ownership, disposition and retirement of Notes. The following discussion only addresses certain aspects of the U.S. federal income tax consequences of the acquisition, ownership, disposition and retirement of the 2012 Notes. Capitalized terms that are not defined herein have the meanings ascribed to them in that section. Interest The amount of income recognized by a cash basis U.S. Holder of a 2012 Note upon the receipt of an interest payment (determined by reference to the Peso Principal Amount of the 2012 Notes) will be the U.S. dollar value of the Peso amount of interest prior to conversion by the Calculation Agent, based on the spot rate in effect on the date of receipt. A cash basis U.S. Holder of a 2012 Note generally will not realize any U.S. source exchange gain or loss in respect of interest payments except to the extent that the Applicable Exchange Rate used to determine the amount of interest payable in U.S. dollars with respect to an interest payment differs from the spot rate in effect on the date such payment is received. An accrual basis U.S. Holder of a 2012 Note may determine the amount of income recognized with respect to an interest payment (determined by reference to the Peso Principal Amount of the 2012 Notes) in accordance with either of two methods. Under the first method, the amount of income accrued will be based on the average exchange rate in effect during the interest accrual period (or, in the case of an accrual period that spans two taxable years of a U.S. Holder, the part of the period within the taxable year). Under the second method, the U.S. Holder may elect to determine the amount of income accrued on the basis of the spot rate in effect on the last day of the accrual period (or, in the case of an accrual period that spans two taxable years, the spot rate in effect on the last day of the part of the period within the taxable year). Additionally, if a payment of interest is actually received within five business days of the last day of the accrual period, an electing accrual basis U.S. Holder may instead translate the accrued interest into U.S. dollars at the spot rate in effect on the day of actual receipt. Any such election will apply to all debt instruments held by the U.S. Holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the U.S. Holder, and will be irrevocable without the consent of the IRS. Upon receipt of an interest payment (including a payment attributable to accrued but unpaid interest upon the sale, retirement or other taxable disposition of a 2012 Note), an accrual basis U.S. Holder may recognize U.S. source exchange gain or loss (taxable as ordinary income or loss) equal to the difference between the Peso amount of interest prior to conversion by the Calculation Agent (translated into U.S. dollars at the spot rate on the date of receipt) and the amount previously accrued. An accrual basis U.S. Holder may also recognize U.S. source exchange gain or loss to the extent that the Applicable Exchange Rate used to determine the amount of interest payable in U.S. dollars with respect to an interest payment differs from the spot rate in effect on the date such payment is received. Sale, Retirement or Other Taxable Disposition of a 2012 Note A U.S. Holder generally will recognize gain or loss on the sale, retirement or other taxable disposition of a 2012 Note equal to the difference between the amount realized on the sale, retirement or other taxable disposition and the adjusted tax basis of the 2012 Note. For these purposes, any partial payment of principal on a 2012 Note will be treated as a taxable disposition which reduces the U.S. Holder s adjusted tax basis, with any payments received in excess of such basis being characterized as gain. A U.S. Holder s initial tax basis in a 2012 Note will be determined by reference to the U.S. dollar cost of the note. S-16