EXHIBIT 1.6





IRSA PROPIEDADES COMERCIALES S.A.





RESTATED
BYLAWS. ARTICLE I.
NAME, DURATION AND DOMICILE. SECTION ONE: NAME. The company
formerly named SOCIEDAD ANÓNIMA MERCADO DE ABASTO PROVEEDOR
(SAMAP), and then named ALTO PALERMO S.A. (APSA), shall continue to
do business under the name IRSA PROPIEDADES COMERCIALES S.A., which
maintains under its new name the authorization granted to it for
the public offering of its securities under Resolution No. 11,271
dated March 25, 1996 of the Argentine Securities Commission.
SECTION TWO:
DURATION. The Company’s term of duration expires on August
28, 2087. SECTION
THREE: DOMICILE: The Company’s registered office shall
be located in the City of Buenos Aires, Republic of Argentina,
provided, however, that it shall be entitled to set up branches,
agencies or any kind of representative offices within Argentina or
abroad. ARTICLE II.
SECTION FOUR:
CORPORATE PURPOSE. The Company’s purpose shall be to engage
itself, either per se or through third parties or associated with
third parties or under contracts entered into with public or
private physical or artificial persons, or by means of the
organization and/or acquisition of artificial persons in the
Republic of Argentina or abroad, in the following businesses: 1)
Investments, developments
and undertakings: a) Real Estate: Purchase, sale,
acquisition, transfer, exchange, lease, rental, urbanization,
subdivision and/or any other permitted act, of all kinds of real
property suitable for any purposes, located in the Republic of
Argentina or abroad, and in particular, without limitation,
shopping centers, malls, fairs, shopping galleries, or any other
building or area intended for marketing of products, goods or
services at any scale; b) Personal property: Purchase, sale,
exchange, lease or any other permitted act, of any kind or class of
chattels, in particular, without limitation, shares of stock,
corporate bonds, government debt securities and any other kind of
government or corporate securities, whether national or foreign; c)
Credit and/or debit cards: Issue of credit or debit cards intended
to be used by consumers for the purchase of goods and/or the hiring
of services in shopping centers, malls, fairs, shopping galleries
or any other building or area intended for marketing of products,
goods or services at any scale managed or run by the Company, owned
by the Company or third parties, including any such facilities
managed or run on their own behalf or for the account of third
parties by other directly or indirectly controlled or related
companies. 2) Management: Management of real
or personal property and/or funds, whether owned by the Company or
third parties, in particular, without limitation, shopping centers,
malls, fairs, shopping galleries or any other building or area
intended for marketing of products, goods or services at any scale;
3) Construction:
Construct, recycle, remodel, repair any kind of real property,
whether owned by the Company or by third parties, and either public
or private, in particular, without limitation, shopping centers,
malls, fairs, shopping galleries, or any other building or area
intended for marketing of products, goods or services at any scale;
4) Trade: Purchase,
sale, export, representation, commission or consignment,
distribution and fractioning of any kind of products and
merchandise; 5) Agency: Accept and exercise
powers of attorney, mandates, commissions, agencies, consignments
and/or business deals. 6) Advice: Advise third parties on
the activities mentioned in paragraphs I) to VI) of this Section,
as well as on the planning and development of any kind of works, in
all cases, as applicable, in compliance with the applicable laws,
through qualified and duly licensed experts and/or representatives;
7) Financing for Real
Estate Ventures and/or Projects and/or Works and/or
Transactions: Grant loans for purposes of financing
third-party ventures, projects, works and/or real estate
developments, whether public or private, and/or for the purchase by
third parties of new or used real property, intended for any use
whatsoever, make contributions consisting in capital and/or
technology and/or business know-how to the effects mentioned above,
requesting in any of the above mentioned cases, such security
interests and/or personal guarantees as deemed suitable, all
subject to the applicable laws and regulations and to the extent
that they do not qualify as transactions reserved to institutions
subject to the Financial Institutions Law of the Republic of
Argentina. The Company may in turn finance the transactions
mentioned in this Section and the remaining activities described
above through the securitization of in rem, financial or other
legally qualifying assets, as collateral for the issue of debt
securities. SECTION
FIVE: MEANS FOR FULFILLMENT OF CORPORATE PURPOSE. A) For a
better fulfillment of its corporate purpose, the Company shall have
full legal capacity to acquire rights, undertake obligations and
carry out any kind of legal acts related to its corporate purpose
and not expressly prohibited by the laws or these Bylaws. B) In
particular, the Company may: 1) Acquire through purchase or under
any other title, real or personal property and any kind of rights,
titles, shares or securities and sell, assign, exchange or
otherwise dispose of them under any title, or give them as
collateral and encumber them, including by way of mortgage, pledge
or any other in rem right, and set up easements thereon; 2)
Associate with third parties, be they physical or artificial
persons, by organizing companies or acquiring interests in
companies, entering into temporary business union or pooling
agreements; 3) Enter into any kind of contracts; 4) Undertake any
kind of obligations, including loans, and execute any kind of
transactions with official or private banks, whether national or
foreign, international credit agencies and/or any other kind of
institutions; 5) Grant commercial loans related to its business; 6)
Take and grant powers of attorney; 7) Accept and make donations; 8)
Issue negotiable obligations and other debt securities, in
Argentina or abroad, denominated in any currency, either secured or
unsecured and convertible or not into shares of the Company. C) In
furtherance of the development of the activities included in its
corporate purpose, the Company shall be entitled to organize
companies or have interests in public or private artificial
persons, domiciled in Argentina or abroad. ARTICLE III. CAPITAL AND SHARES
– SECTION
SIX: The movements in the capital stock shall be reflected
in the Company’s balance sheets, indicating the authorized
amount, class and category of shares, par value and number of votes
per share. The Company’s shares are designated as common,
book-entry shares of one peso ($1) par value each, entitled to one
vote per share. The Company may issue preferred shares, either with
or without voting rights, which shall be issued in book-entry form.
Preferred shares shall be entitled to a preferred dividend, either
cumulative or not, pursuant to their terms of issue. Preferred
shares may also be entitled to an additional share in the net
income. SECTION
SEVEN: ISSUE OF SHARES. A) The capital may be increased by
resolution of the General Ordinary Shareholders’ Meeting in
accordance with the provisions of Section 188 of Law 19,550. B)
Each issue of shares shall be implemented in compliance with the
rules of the Argentine Securities Commission, the Stock Exchanges
where the Company’s shares are listed, and the
Superintendency of Corporations. Any resolution to increase the
capital stock shall be cast into a public deed, unless otherwise
resolved by the Shareholders’ Meeting on each opportunity,
and recorded in the Public Registry of Commerce. C) The
Shareholders’ Meeting that resolves upon the issue shall
determine the features of the shares to be issued, and may delegate
on the Board of Directors the power to determine the time of issue,
method and conditions of payment, and delegate any other powers
permitted by law. D) The holders of common shares are entitled to
subscribe for new shares pro rata to their respective holdings, in
which case they shall exercise such right in the manner and within
the term set by the Shareholders’ Meeting and the applicable
regulations. In addition, the shareholders who exercise their
preemptive subscription rights shall have an accretion right in the
event that, upon expiration of the term for exercising preemptive
subscription rights, there shall remain an unsubscribed balance;
accretion rights shall be exercised concurrently with preemptive
subscription rights. E) Should any capital increase be levied by
any tax in the future, it shall be paid on the date of execution of
the corresponding registration documents. SECTION EIGHT: SHARE TRANSFERS:
The transfer of Company shares is not subject to any limitation.
SECTION NINE:
PUBLIC OFFERING. The Company may publicly offer its shares in any
Argentine or foreign Stock Exchange or Securities or
Over-the-Counter Market, by fulfilling all the necessary
requirements and procedures. ARTICLE IV. NEGOTIABLE
OBLIGATIONS AND OTHER SECURITIES. SECTION TEN: NEGOTIABLE
OBLIGATIONS. A) The Company may issue in Argentina or abroad,
negotiable obligations in accordance with the applicable laws. B)
The issue shall be decided by an Ordinary or Extraordinary General
Shareholders’ Meeting, whichever applies, according to the
special legislation. The Shareholders’ Meeting may delegate
upon the Board of Directors to decide on any or all of the
conditions of the issue. C) The Company may issue other securities
permitted by the applicable law which may be convertible into
shares or not. In the case of convertible securities, shareholders
shall have pre-emptive subscription rights. ARTICLE V. MANAGEMENT AND
ADMINISTRATION. SECTION
ELEVEN: BOARD OF DIRECTORS. A) Management and administration
of the Company’s business is vested in the Board of Directors
consisting of six (6), nine (9), or twelve (12) regular members,
and an equal or smaller number of Alternate Directors, as resolved
by the General Ordinary Shareholders’ Meeting. B) One third
out of the total number of Directors shall be replaced each year,
and each third will serve for a term of three fiscal years. For
such purpose, once the amendment to the Bylaws is approved, the
first General Ordinary Shareholders’ Meeting shall determine
the initial term of office of the Directors to be elected and shall
appoint, for such time only, one third for one fiscal year, one
third for two fiscal years, and one third for three fiscal years,
so as to satisfy the above mentioned requirement. Without detriment
to the foregoing, each annual Shareholders’ Meeting to be
held thereafter may decide in each particular case an increase or
reduction in the number of Directors (within the minimum and
maximum number set forth in this Section) for a term of three
fiscal years, always provided that the increase and reduction in
the number of Directors allows its renewal by thirds. C)
Notwithstanding rules requiring election by cumulative vote, the
Directors shall be elected by slate, so long as no shareholder
objects. In the event a shareholder objects, voting shall be for
each individual nominee. The slate or individual nominees, as the
case may be, shall be elected upon receiving a majority of votes.
If no slate were to obtain a majority, there shall be a new vote
between the two slates or individual nominees receiving the most
votes, the slate or individual nominees with the most votes being
deemed elected. SECTION
TWELVE: Regular Directors shall deposit in guarantee for the
performance of their duties at least Pesos ten thousand ($ 10,000)
or its equivalent in government securities, or where appropriate,
through any of the options permitted by the applicable law.
SECTION THIRTEEN:
VACANCIES. If any position on the Board of Directors becomes vacant
in the event of death, disability, disqualification, resignation,
removal or temporary absence of one or more Regular Directors, and
there are no Alternate Directors available, preventing the Board
from holding sessions validly, the Supervisory Committee shall
designate Directors to fill all such vacancies until the next
General Ordinary Shareholders’ Meeting is held. SECTION FOURTEEN: DISTRIBUTION
OF POSITIONS. At the first Board of Directors’ meeting, after
each General Ordinary Shareholders’ Meeting, the Board of
Directors shall appoint, from amongst its members, the Regular
Directors who shall hold the offices of Chairman, First
Vice-Chairman and Second Vice-Chairman. SECTION FIFTEEN: MEETINGS. A)
The Board of Directors shall hold meetings at least once a month,
provided, however, that the Chairman or his substitute may call a
meeting when it is deemed advisable or upon request by any member.
B) Notices of meetings shall be made by reliable means by the
Chairman, or his substitute, at least five days prior to such
meeting, indicating the agenda. Items not included in the agenda
may be considered if originated after notice of such meeting was
made and were considered an urgent matter. C) The Board of
Directors shall register all decisions adopted in a minute book
legalized for such purpose. The Company’s Board of Directors
may act with members in attendance, or communicated with each other
by other means of simultaneous transmission of sound or images and
sound, either existing or to be created in the future and in
accordance with the laws in force. The Supervisory Committee shall
put on record the legality of the resolutions adopted. In any
event, the Board minutes shall reflect the kind of participation in
the case of members participating from a remote location.
SECTION SIXTEEN:
QUORUM AND MAJORITIES. A) A quorum for a meeting of the Board of
Directors is an absolute majority of its regular members or
Alternate Directors replacing the regular members. B) Resolutions
of the Board of Directors shall be passed upon the affirmative vote
of a majority of the Directors in attendance, the calculation of
which shall include Directors present through any means of
simultaneous transmission of sound, images and words, either
existing or to be created in the future and in accordance with the
laws in force. In case of a tie, the Chairman or his substitute
shall have a casting vote. C) Resolutions adopted in a meeting of
the Board of Directors in which a quorum is formed as stipulated in
paragraph B) of this Section shall be valid. SECTION SEVENTEEN: POWERS OF
THE BOARD OF DIRECTORS. COMPENSATION. A) The Board of Directors has
broad powers to organize, manage and direct the Company, including
matters requiring special powers, according to Section 1881 of the
Civil Code and Section 9 of Decree-Law No. 5965/63. As a result,
the Board of Directors may enter into any legal act necessary to
fulfill the corporate purpose on behalf of the Company, such as
purchase, sell, exchange, lease personal or real property of any
kind, being entitled to set up any kind of in rem rights, grant or
receive any pledge, mortgage, personal or other guarantees; enter
into any kind of private contracts necessary to fulfill the
corporate purpose; give or receive money or security loans in
general; operate with any kind of state or private bank, financial
company or entity, national or foreign; issue, endorse and discount
promissory notes, bills of exchange and checks on own funds or
overdrafts; grant and revoke general and special powers of
attorney, for court matters, management or others, with broad
powers, with or without substitution authority; appoint and remove
managers, fixing their salaries and powers; commence, pursue,
respond or withdraw complaints or criminal actions; and in general,
take any legal step necessary related to the purpose of the
Company. The Board of Directors shall be further empowered to call
Shareholders’ Meetings, either general or special, ordinary
or extraordinary, as the case may be, establishing the agenda, and
shall annually submit to the consideration of the annual ordinary
Shareholders’ Meeting, the Annual Report and Financial
Statements corresponding to the running fiscal year within the
legal term and under due form. The foregoing enumeration is not
limitative. Therefore the Board of Directors may, in general, enter
into any transaction, act or contract related to the corporate
purpose in compliance with the laws. For a better fulfillment of
their duties, the Board of Directors may adopt internal
organization actions that may include the assignment of technical
or executive duties to one or more of its members, naming them
executive vice-chairmen or directors. B) The Directors shall be
entitled to compensation as determined by the General Ordinary
Shareholders’ Meeting in accordance with Section 261 of Law
19,550 and the rules of the Argentine Securities Commission, for as
long as the Company is subject to its supervision. The following
special rules shall apply: 1) The Directors shall be entitled to a
compensation in proportion to their actual term of office during
the fiscal year in which such compensation accrues. 2) Within the
statutory limits, the Shareholders’ Meeting may establish the
fees payable to each Director in observance of the provisions of
the preceding paragraph, or establish lump sums that include, on
the one hand, those Directors who have served during the whole
fiscal year, and, on the other hand, those regular or alternate
Directors who have served during part of such fiscal year; in the
second case, the lump sum shall be evenly distributed within each
category; 3) The salaries and other items which under the labor
laws or their interpretation are part of the salary of employees
under an employment relationship and any other advance payments
received by them which are allocable against the Directors’
fees rather than against other compensation under the labor law,
shall be charged against the amount to be approved for each
relevant fiscal year; 4) Any advance payments received in excess of
the amount subsequently determined by the Shareholders’
Meeting shall be subject to reimbursement or shall be offset
against fees for future fiscal years, as resolved by the
Shareholders’ Meeting, provided that equal treatment is
afforded to all Directors; moreover, the reimbursement of a portion
of such amount and the offsetting of the balance may be also
resolved upon. However, the provisions of this paragraph shall not
apply to any compensation received under the labor laws in excess
of the maximum amount resulting from the reduction of the
percentage fixed upon the occurrence of the event set forth in
paragraph three, Section 261 of Law 19,550; 5) The compensation or,
as the case may be, its balance as of the closing of the fiscal
year shall be paid within five days following the closing of the
General Ordinary Shareholders’ Meeting that considers the
financial statements; the same term shall apply to any
reimbursements to be made in accordance with the preceding
paragraph. SECTION
EIGHTEEN: REPRESENTATION OF THE COMPANY. The representation
of the Company is exercised: A) by the Chairman of the Board of
Directors or his (her) substitute in accordance with these Bylaws,
or B) by any two (2) of the remaining Regular Directors acting
jointly. In both cases, the officers exercising the legal
representation of the Company shall require authorization pursuant
to a minute of the meeting of the Board of Directors in which the
act involved is authorized. SECTION NINETEEN: CHAIRMAN. In
addition to the powers and duties concerning any Regular Director,
the Chairman shall represent the Company under the provisions set
forth in the previous Section, and has a casting vote in the event
of a tie at a meeting of the Board of Directors. The Chairman shall
have the duty to comply with and cause the Company to comply with
applicable laws, decrees and other regulations, these Bylaws and
shareholders’ and Board of Directors’ resolutions.
SECTION TWENTY:
VICE-CHAIRMAN: A) The First Vice-Chairman shall replace the
Chairman in the event of death, disability, disqualification,
resignation, removal, or absence, whether permanent or temporary.
B) Should the First Vice-Chairman be unable to assume the duties of
the Chairman for any of the foregoing reasons, the Second
Vice-Chairman shall replace the Chairman. C) In any event, with the
exception of a temporary absence, the Board of Directors shall
elect a new Chairman within thirty (30) days of a vacancy arising.
SECTION TWENTY-ONE:
EXECUTIVE COMMITTEE. (A) The day-to-day business of the Company is
managed by an Executive Committee consisting of four (4) members,
two (2) of whom shall be the Chairman and the First Vice-Chairman
of the Company. At the first Board meeting following the General
Ordinary Shareholders’ Meeting, the Directors shall appoint
four (4) regular members to form part of the Executive Committee,
and shall also appoint four (4) alternate members who shall take
office in case of temporary absence of the regular member of whom
it is alternate. (B) The Executive Committee shall hold meetings
with the attendance of at least three (3) of its members and shall
adopt resolutions with the affirmative vote of a majority of its
members in attendance; in case of a tie, the Chairman shall have a
casting vote. (C) The Executive Committee, in its first meeting,
shall establish the frequency of its meetings; this
notwithstanding, it shall meet at the request of any of its
members. (D) The Executive Committee’s meetings shall require
no agenda. (E) The Executive Committee shall record its meetings in
an officially validated minute book. (F) Notwithstanding the powers
granted to the Board of Directors either by law or these Bylaws,
the Executive Committee shall manage the day-to-day businesses
which are not directly managed by the Board of Directors. As a
result, the Executive Committee may: (1) appoint managers,
determine their powers and fix their compensation; (2) hire, punish
and remove the Company’s employees and fix their
compensation; (3) enter into any contracts related to the
fulfillment of the corporate purpose; (4) manage and dispose of the
Company’s property; (5) borrow funds and use them for
corporate transactions; and (6) furnish guarantees as security for
corporate obligations. This enumeration is merely illustrative, as
the Executive Committee is empowered to carry out all acts relating
to the ordinary course of business, ad referendum, as applicable,
the approval of the Board of Directors at its first meeting.
ARTICLE VI.
SUPERVISION. SECTION
TWENTY-TWO: SUPERVISORY COMMITTEE. A) The Company’s
supervision is the responsibility of a Supervisory Committee
composed of three (3) regular and three (3) alternate members.
Members are elected at the General Ordinary Shareholders’
Meeting. In the first meeting following the General Ordinary
Shareholders’ Meeting, the Supervisory Committee shall
appoint a Chairman among its members. B) Members shall be elected
for a term of one (1) fiscal year. C) The Supervisory Committee
shall meet as frequently as required for purposes of fulfilling its
duties. D) The Supervisory Committee holds meetings and adopts its
resolutions upon the presence and favorable vote of a majority of
its members. E) The resolutions adopted at such meetings shall be
registered in an officially validated minute book. F) In the event
of death, disability, disqualification, resignation, removal or
absence, whether permanent or temporary, of the regular members,
the alternate members shall substitute them in the order of
appointment. G) The members of the Supervisory Committee shall have
the powers and duties set forth under the Argentine Companies Law
No. 19,550. H) The General Ordinary Shareholders’ Meeting
shall fix the Supervisory Committee’s compensation pursuant
to the provisions of the applicable law. ARTICLE VII.
SHAREHOLDERS’ MEETINGS. SECTION TWENTY-THREE: NOTICE OF
MEETING. (A) Shareholders’ Meetings are convened by the Board
of Directors or the Supervisory Committee as required by law or as
requested by the holders of at least five percent (5%) of the
capital stock of the Company. A meeting requested by the
shareholders must be held within thirty (30) days after receipt of
such request. B) The first and second notice of Ordinary
Shareholders’ Meetings may be made simultaneously pursuant to
Section 237 of Law No. 19,550, notwithstanding the provision for
unanimous Shareholders’ Meetings. If simultaneous notice was
not given, a Shareholders’ Meeting that is held on second
notice for failure to reach quorum at its first notice must be held
within thirty (30) days thereafter, in compliance with the
publications of notices required by the laws in force. SECTION TWENTY-FOUR:
SHAREHOLDERS’ REPRESENTATION. A) Shareholders may be
represented at any Shareholders’ Meeting by granting a proxy
by private instrument certified by a notary, judicial or bank
officer. B) The rights to shares held jointly must be exercised in
unison. C) Shareholders’ Meetings, irrespective of their
kind, may be held from remote locations and may proceed with
shareholders present in person or communicated with each other by
means of simultaneous transmission of sound, images and words, such
as video conferences or other comparable means, always provided
that the accreditation, registration, quorum and representation
rules are observed and the virtual confluence and simultaneous
participation of the attendants, as well as immediacy in the oral
communication and vote casting processes, are ensured. The
Supervisory Committee shall put on record the legality of the
resolutions adopted. The Board of Directors shall establish the
rules and further technical matters governing remote attendance at
such meetings and their correct registration, all in compliance
with the laws in force and the rules issued by the controlling
authority. In all cases, remote Shareholders’ Meetings shall
maintain the same jurisdiction as the Company’s. The
computation of quorum at remote Shareholders’ Meetings shall
include the shareholders who are present through the means of
simultaneous transmission of sound or image and sound, either
existing at present or to be created in the future, and in
accordance with the laws in force. SECTION TWENTY-FIVE:
CHAIRMANSHIP. Shareholders’ Meetings shall be presided by the
Chairman of the Board of Directors, or the Director then acting as
Chairman of the Board of Directors. SECTION TWENTY-SIX: QUORUM AND
MAJORITIES. Quorum and majority systems are ruled by Sections 243
and 244 of Law No. 19,550 according to the meeting, except for the
quorum for an Extraordinary Shareholders’ Meeting on second
notice which shall be held regardless of the number of shareholders
with a right to vote present at the meeting. ARTICLE VIII. BALANCE SHEETS
AND ACCOUNTS. SECTION
TWENTY-SEVEN: FISCAL YEAR. Fiscal years shall begin on July
1 and end on June 30 of the following year. The financial
statements required by law and by legal and technical resolutions
in force shall be drawn up as of such date. SECTION TWENTY-EIGHT:
ALLOCATION OF PROFITS. A) Net income for each fiscal year shall be
allocated in the following order: 1) 5% (five per cent) is retained
in a legal reserve until the amount of such reserve equals 20%
(twenty per cent) of the Company’s subscribed capital stock;
2) such amount as fixed by the Shareholders’ Meeting is
allocated to compensations payable to the Board of Directors and
the Supervisory Committee; and 3) to dividends on shares, to the
additional share in profits conferred to preferred shares, as
applicable, and to dividends on common shares, or to voluntary
reserve or contingency reserve funds, carried forward or used for
any purpose as determined by the Shareholders’ Meeting. B)
Dividends shall be paid proportionally to the corresponding
holdings within thirty (30) days of their approval and the right to
receive payment on dividends shall expire three (3) years after
they were made available to the shareholders. The
Shareholders’ Meeting may authorize the payment of quarterly
dividends in accordance with applicable laws. ARTICLE IX. DISSOLUTION AND
WINDING-UP. SECTION
TWENTY-NINE: DISSOLUTION AND LIQUIDATION. A) When the
Company shall decide its dissolution, liquidation shall be
performed by the Board of Directors and the Supervisory Committee,
unless the Shareholders’ Meeting shall appoint a liquidation
committee, in which case, the Shareholders’ Meeting shall
establish the liquidators’ powers. B) Once corporate
liabilities have been met and the capital repaid, the surplus
amount shall be distributed ratably among the shareholders
according to their respective holdings, with the preferences as
herein stated.