Section 3.The purpose of the Company shall be a) the performance of the following operations: 1) Explore,exploit, prospect for, detect, bore and drill hydrocarbon and any other kind of wells as well ascarry out activities related to mining extraction in general; 2) Purchase, sell, lease and operatedrilling equipment, its spare parts and accessories and enter into any contract, performany act and carry out any operation related to mining extraction; 3) Manufacture, process,industrialize, purchase, sell, import, export and transport its own or third parties’ hydrocarbonsand their by-products, whether they be liquid, solid or gaseous; 4) Enter into any kind ofcontracts for work and/or of service related to the beforementioned activities; b) Commercialtransactions through the import, export, purchase and sale, transportation and distribution ofproducts and goods related to electric power, mining, including the exercise or performance of representations, commissions, consignments and agencies;c) Financial transactions in general; loans and/or capital contributions to individuals orcompanies for present or future businesses; granting of bonds, guaranties and suretyships in favorof third parties; purchase and sale and management of shares, public bonds, debentures and othersecurities, except for the transactions stipulated in the limitations provided for in the FinancialEntities Law (“*Ley de Entidades Financieras*”) and those transactions requiring public bidding; d)Real estate transactions through the acquisition, sale, barter, construction, fractionation,exploitation and lease of urban and rural real estate, including cooperative property transactionsand the creation of rights in rem; e) Operation of navigation and maritime fluvial tradecompanies; f) Power generation, transformation, transmission anddistribution operations. g) Renderservices or act as agent for itself or in favor of third parties. For the fulfillment of theabovementioned the Company shall have full legal capacity to perform any act, enter into anycontract and carry out any transaction directly or indirectly related thereto.**Corporate Capital, Shares, Debentures and Notes.**Section 4.As required by the legal and regulatory provisions, any changes in the corporate capital shallappear in the Company’s balance sheets as set forth by said provisions. The corporate capital maybe increased by resolution of the Regular Shareholders’ Meeting with no limitation whatsoever andwith no need to amend the Bylaws.Section 5.Sharesshall be common, class “B” entitled to one voteeach, to bearer, registered, endorsable or not, of a nominal value of one peso (n/v $1) per shareand may be represented or not by stock certificates, pursuant to the laws and regulations in force.Preferred shares may also be issued. Preferred shares may be issued with a preferential right todividends, cumulative or not. Preferred shares may be entitled to an additional share in net andearned profits and may be entitled or not to a preferential right in capital reimbursement in thecase of liquidation of the Company. Preferred shares shall be entitled to one vote each or shallbe issued with no voting power. In such case, the holders of preferred shares may be entitled tovote according to the provisions of section 217 of Law N. 19,550 (Restated Text by Executive DecreeN.841/84), as amended. Preferred shares may be redeemed in whole or in part pursuant to theprovisions of Law N. 19,550 (Restated Text by Executive Decree N. 841/84), asamended, and pursuant to the terms and conditions stated at the time of issuance.
 

 
Section 6.Stock certificates and provisional stock certificates, that may represent more than one share and,as the case may be, the Register of Book Entry Shares shall be subject to the provisions andrequirements of Law N. 19,550 (Restated Text by Executive Decree N. 841/84), as amended, or to anyother legal or regulatory provisions in force related thereto.Section 7.In case of delay in the payment of subscribed shares, the Board of Directors shall be entitled toapply the procedure set forth in section 193 of Decree Law N. 19,550/72.Section 8.The company may issue, in the country or abroad, and in the currency it may determine, negotiableobligations, debentures, bonds and any other debt security.**Management and Representation.**Section 9.The Company shall be managed by a Board of Directors made up by nine (9) regular Directors whoshall hold office for three (3) fiscal years and one third of the Board of Directors shall berenewed each year. The Meeting may appoint a number of alternate Directors that may be equal orlower than regular Directors in order to fill any vacancies that may occur, and shall determine theorder of precedence. For the purpose of implementing the new system, the Board of Directors made upby nine (9) members holding office as from the Regular and Special Shareholders’ Meeting held onJanuary 30, 2009 shall be deemed to be the first Board of Directors to which the new system shallapply and consequently shall be deemed to be a transitional Board between the existing system andthe new system provided for under this section (the “Transitional Board”). The first third of suchTransitional Board shall be renewed at the Regular Shareholders’ Meeting to be held in connectionwith fiscal year commencing January 1, 2008. The second third of such Transitional Board shall berenewed at the Regular Shareholders’ Meeting to be held in connection with fiscal year commencingJanuary 1, 2009. The other third of the Transitional Board shall be renewed at the RegularShareholders’ Meeting to be held in connection with fiscal year commencing January 1, 2010. Attheir first meeting, Directors shall appoint a Chairman and one (1) or more Vice-Chairmen. Thelegal representation of Company shall be vested in two representatives who shall act indistinctly:(i) the Chairman or his/her substitute in case the former is absent or disabled, or (ii) theDirector domiciled in the country who also performs as Chief Executive Officer, to whom the powersto represent the Company attributable to the Chairman have been granted, including, withoutlimitation, acting before public or private entities, receiving any and all communications,requests and notices, executing any and all documents including, without limitation, annual andquarterly Balance Sheets and Financial Statements. If the Chairman is absent or disabled, he shallbe replaced by the Vice-Chairman and if the latter is absent or disabled, he shall be replaced bytwo (2) Directors appointed by the
 

 
remainingdirectors. The Board of Directors shall hold meetings with the majority of its members present atthe meeting whether in person or communicated among themselves using other means of simultaneoussound, image or word transmission, called teleconference and shall adopt resolutions by themajority of the votes present thereat, including remote participants, or, in the event any membersof the Board refrain from voting on account of having an interest contrary to the Company’sinterest, the Board shall adopt resolutions by a majority of the members who did not refrain fromvoting for such reason. Participation and vote of remote participants as well as all transmissiondata shall be registered in the minutes of the meetings. The Statutory Audit Committee shall giveevidence of the regular character of the decisions adopted. The Board shall meet at least onceevery three (3) months at any place in the Republic of Argentina or in a foreign country, provided,however, that the Chairman or his/her substitute may call a Board of Directors’ Meeting when he/shemay deem necessary. The Notice of Meeting made by the Chairman or his/her substitute shallexpressly state the place in the Republic of Argentina or in a foreign country where the meeting isto be held. In addition, the Chairman or his/her substitute shallcall a Board of Directors’meeting when so required by a Director. The Board of Directors’ meeting shall be called by theChairman or his/her substitute upon a prior five (5) day written notice. The compensation of theBoard of Directors shall be fixed by the Meeting, which compensation may be charged to overhead forthe year or determined pursuant to the provisions of section 16, paragraph b) of these By-laws, allwithout prejudice to the provisions of section 261 of Law N. 19,550 (Restated Text, Decree841/84).Section 9 bis. The Company shall have an Audit Committee composed by three regulardirectors and an equal or lower number of alternate members who shall be appointed by the Board ofDirectors from among its members. Directors having sufficient experience and ability in financial,accounting or business matters may be members of the Committee. All members or at least themajority of its members, as determined by the Board, shall be independent, under the pertinentstandards provided in the National Securities Commission (CNV) Regulations. The Audit Committeemay adopt its own internal regulations. The provisions hereof in connection with the performanceof the Board of Directors and the regulations applicable thereto shall apply to the Committee’sdiscussions, books of minutes and meetings. The remaining members of the Board of Directors andthe Statutory Auditors may attend the Committee’s meeting without the right to vote. TheCommittee, based on a well-founded resolution, may exclude them from the meetings. The AuditCommittee shall have those powers and duties provided for in Section 15 of Executive Order 677/2001and in General Resolution No. 400/2002 issued by the National Securities Commission, added toChapter III of the National Securities Commission Regulations and such other powers and duties asmay be from time to time determined. The Committee shall prepare an annual plan for each year andreport the same to the Board of Directors and the Statutory Audit Committee. The remainingdirectors, statutory auditors, managers and external auditors shall be bound, at the Committee’srequest, to attend the Committee’s meetings, assist the Committee and provide it with access toavailable information. The Audit Committee may request advisory services from counsels or otherindependent experts and retain them for the account of the Company in line with the budget assignedto it by the Shareholders’ Meeting. The Shareholders’ Meeting may delegate to the Board ofDirectors the responsibility for drawing up the Committee’s budget. Once the members of the AuditCommittee have been appointed and prior to performing functions, the Board of Directors shallestablish the pertinent training program, as applicable.”
 

 
Section 10.Each Director shall give such security for the performance of his duties as may be prescribed byapplicable laws. The amount of the security shall not be less than ten thousand pesos ($10,000) orthe amount fixed under the applicable regulations and such security shall be maintained for a termof at least three (3) years after termination of the Director’s office.Section 11.The Board of Directors shall have full powers to manage and dispose of the property, includingthose for which the law requires special powers pursuant to section 1881 of the Civil Code andsection 9 of Decree Law N. 5965/63. Thus, the Board may perform, on behalf of the Company, anykind of legal acts in compliance with the corporate purpose, such as: operate with the Banco de laNación Argentina, Banco de la Provincia de Buenos Aires, Banco Hipotecario Nacional and otherofficial or private credit institutions; set up agencies, branches or other kind of representingcompanies within the country or abroad; grant one or more persons powers of attorney even to bringcriminal actions, or extrajudicial powers with the purpose and scope deemed convenient. The legalrepresentation of the Company shall be vested (i) in the Chairman of the Board of Directors or in theVice-Chairman as referred to in Section 9 in case of absence, removal or resignation of theChairman, or (ii) the Director who also performs as ChiefExecutive Officer which has been appointed by the Board pursuant toSection 9. Without prejudice to the aforesaid, the representation of the Company in legal proceedings shall bevested in the Director or Directors, or the special agents appointed by the Board of Directors forsuch purpose, who shall have ample powers theretofore and also to make and answer interrogatorieson behalf of the Company, and said agency may be substituted if so resolved by the Board ofDirectors. The Board of Directors may constitute an Executive Committee composed by a minimum ofthree and a maximum of seven Directors, as it may determine, who shall hold office for one year.Said Committee shall be in charge of the ordinary business under the Board of Directors’supervision. The Committee shall act with a quorum of a majority of its members, shall adoptresolutions with a majority of votes and shall have such powers as determined by the Board ofDirectors.**Supervision.**Section 12.The supervision of the Company shall be vested in a Statutory Audit Committee composed by threeregular and three alternate members who shall hold office for the term of one year, notwithstandingreelection thereof. The requirements, incapacities and incompatibilities of sections 285 and 286of Law N.19,550 shall apply for those members appointed. The provisional or final vacanciesoccurred as well as the incapacities arising from the appointment of the regular members, shall befilled by alternate members pursuant to the order in which they were elected by the Shareholders’Meeting. The members of the Statutory Audit Committee shall have the powers and duties providedfor in Law N. 19,550. For the fulfillment thereof, they shall meet at least once every three months, or whenever a member so requires, and the meetingsheld and decisions made shall be registered in a Book of Minutes. The quorum for the meetingsshall be constituted by a minimum of two members and the resolutions shall be adopted by a majorityof the votes present thereat. However, the dissenting member shall keep the powers and rightsprovided for in section 294 of Law 19,550. The Statutory Audit Committee, in its first meetingafter its appointment, shall decide upon the modality of its proceedings subject to sections 212and 294, paragraph 3, Law N.19,550. The members shall have such compensation as determined at theShareholders’ Meeting, which compensation may be debited from the overhead for the year in whichthey hold office or according to the provisions set forth in section 16, paragraph b), of theseBylaws.
 

 
**Shareholders’ Meetings.**Section 13.Every Shareholders’ Meeting shall be called according to what is set forth in section 237 of Law19,550, as amended by Law N.22,686 by means of publications made during five days, ten days priorto the holding thereof. When a Special Shareholders’ Meeting is called on second call, it shall beheld within the subsequent thirty (30) days from the adjournment of the first call, and thepublications shall be made during three days, at least eight days prior to the holding thereof. Inthe case of a Regular Shareholders’ Meeting, the second call may be made simultaneously with thefirst one.Section 14.Each common or preferred share shall be entitled to one vote according to the provisions hereinstated and to those provided for in section 217 of Decree Law N.19,550/72 for preferred shares.Section 15.The quorum and majorities stated in sections 243 and 244 of Decree Law N.19,550/72 shall apply,according to the kind of Shareholders’ Meeting, call and purpose thereof except for the quorum ofthe Special Shareholders’ Meeting on second call, which shall be considered constituted whateverthe number of shares entitled to vote is present, except for the special cases provided for insection 244 of Decree Law N.19,550/72.**Financial Statements.**Section 16.The fiscal year shall end on December 31 of each year. The Financial Statements shall be preparedas of said date pursuant to the provisions in force and the technical rules related thereto. TheShareholders’ Meeting may change the closing date of the year and it shall register the relevantresolution with the Public Registry of Commerce and notice thereof shall be given by it to thesupervisory body. Net and earned profits shall be allocated as follows: a) Five per cent (5%) up totwenty per cent (20%) of the subscribed capital to the legal reserve fund; b) To compensation ofthe Board of Directors and of the Statutory Audit Committee; d) To dividends on preferred shareswith priority of unpaid cumulative dividends, and to dividends on common shares, or to voluntary reserve fund, or to contingency reserve fund, or to a new account, or asdetermined at the Shareholders’ Meeting. Dividends shall be paid pro rata to the respectivepaid-in capital within the year of their declaration, also in compliance with the applicable rulesset forth by the National Securities Commission and/or the Buenos Aires Stock Exchange. Dividendsand/or capitalizations and/or any distribution made, as well as any exchanges, not collected orwithdrawn within three (3) years as from the date they were made available to the Shareholders bythe Board of Directors, shall be forfeited for the sole benefit of the Company.
 
 

 
Section 17.The Company is not subject to the Optional Statutory System for Binding Public Offering.**Liquidation.**Section 18.The liquidation of the Company may be made by the Board of Directors or by such liquidator orliquidators as appointed by the Shareholders’ Meeting and under the Statutory Audit Committee’scontrol. Once the liabilities and liquidation expenses have been paid, the remainder shall bedistributed as follows:a) The amount of the preferred shares issued shall be reimbursed at its paid in, nominal value;b) The amount of common shares shall be reimbursed at its paid in, nominal value;c) Cumulative dividends in arrears of preferred shares shall be paid, andd) The remaining balance shall be distributed pro rata among all holders of common shares and inproportion to their paid in capital and of preferred shares pursuant to the conditions agreed upon.
 

 
**AMENDMENTS TO BYLAWS.**1. Decree N. 29,460 of the Federal Executive Branch dated September 24, 1948. Registered withthe Public Registry of Commerce on May 27, 1949, under N. 369, Page 332, Book 48, Volume A, ofArgentine Bylaws. 2. Decree N. 10,460 of the Federal Executive Branch dated June 24, 1954. Registered with thePublic Registry of Commerce on October 4, 1954, under N. 1,323, Page 508, Book 49, Volume A,of Argentine Bylaws. 3. Decree N. 3,789 of the Federal Executive Branch dated February 28, 1956. Registered with thePublic Registry of Commerce on September 5, 1956, under N. 1,686, Page 238, Book 50, Volume A,of Argentine Bylaws. 4. Decree N. 3,773 of the Federal Executive Branch dated August 11, 1958. Registered with thePublic Registry of Commerce on March 2, 1959, under N. 289, Page 391, Book 51, Volume A ofArgentine Bylaws. 5. Decree N. 5,405 of the Federal Executive Branch dated June 12, 1962. Registered with thePublic Registry of Commerce on September 28, 1962, under N. 2,161, Page 347, Book 55, Volume Aof Argentine Bylaws. 6. Resolution issued by PJ (Board of Legal Entities) N. 001129, Ministry of Education andJustice, dated June 19, 1963. Registered with the Public Registry of Commerce on September24, 1963, under N. 1,656, Page 109, Book 58, Volume A of Argentine Bylaws. 7. Resolution issued by I.G.J. (Superintendency of Bodies Corporate) N. 6,307, Ministry ofJustice, dated March 13, 1970. Registered with the Public Registry of Commerce on May 14,1970, under N. 1,782, Page 56, Book 72, Volume A of Argentine Stock Corporations Bylaws. 8. Resolution issued by I.G.P.J. (Board of Legal Entities) N. 2,116, Superintendent of LegalEntities, dated April 29, 1971. Registered with the Public Registry of Commerce on July 7,1971, under N. 2,286, Page 287, Book 74, Volume A of Argentine Stock Corporations Bylaws. 9. Resolution issued by I.G.P.J. (Board of Legal Entities) N. 2,687, Superintendent of LegalEntities, dated August 28, 1972. Registered with the Public Registry of Commerce on December28, 1972, under N. 4,555, Page 479, Book 77, Volume A of Argentine Stock Corporations Bylaws. 10. Amendment to Bylaws — Adjustment of the Bylaws to Decree-Law N. 19,550/72. Registered withthe Public Registry of Commerce on November 16, 1976, under N. 3,917, Book 84, Volume A ofArgentine Stock Corporations Bylaws.
 

 
11. Amendment to Bylaws — Section 4. Registered with the Public Registry of Commerce on July 8,1977, under N. 2,237, Book 87, Volume A of Argentine Stock Corporations Bylaws. 12. Amendment to Bylaws — Sections 1, 4 and 5. Registered with the Public Registry of Commerceon December 21, 1978, under N. 4,912, Book 88, Volume A of Argentine Stock CorporationsBylaws. 13. Amendment to Bylaws — Section 4. Registered with the Public Registry of Commerce on December6, 1979, under N. 4,401, Book 90, Volume A of Argentine Stock Corporations Bylaws. 14. Amendment to Bylaws — Section 4. Registered with the Public Registry of Commerce on March25, 1981, under N. 1,105, Book 97, Volume A of Stock Corporations. 15. Amendment to Bylaws — Section 4. Registered with the Public Registry of Commerce on February21, 1983, under N. 545, Book 98, Volume A of Argentine Stock Corporations. 16. Amendment to Bylaws — Sections 4, 9, 10, 11, 12, 13 and 16. Registered with the PublicRegistry of Commerce on March 21, 1984, under N. 1,551, Book 99, Volume A of StockCorporations. 17. Amendment to Bylaws — Sections 4, 5, 6, 10 and 16. Registered with the Public Registry ofCommerce on March 31, 1986, under N. 1,739, Book 101, Volume A of Stock Corporations. 18. Amendment to Bylaws — Sections 5, 8 and 10. Registered with the Public Registry of Commerceon January 22, 1992, under N. 372, Book 110, Volume A of Stock Corporations. 19. Amendment to Bylaws — Sections 1, 3, 9, 11 and 16. Registered with the Public Registry ofCommerce on October 3, 1995, under N. 9223, Book 117, Volume A of Stock Corporations. 20. Amendment to Bylaws — Section 16. Registered with the Public Registry of Commerce onNovember 11, 1996, under N. 11,209, Book 120, Volume A of Stock Corporations. 21. Amendment to Bylaws — Sections 9 and 11. Registered with the Public Registry of Commerce onMay 15, 1997, under N. 4894, Book 121, Volume A of Stock Corporations. 22. Amendment to Bylaws — Section 8. Registered with the Public Registry of Commerce on June 11,1998 under N. 3812, Book 1, Volume of Corporations. 23. Amendment to Section 1 of the Bylaws. Registered with the Public Registry of Commerce onJuly 14, 2000 under N. 10116, Book 11, Volume of Corporations.
 

 
24. Amendment to Bylaws — Sections 3 and 9. Registered with the Public Registry of Commerce onOctober 26, 2000 under N. 16073, Book 13, Volume of Corporations. 25. Amendment to Bylaws — Section 9. Registered with the Public Registry of Commerce onSeptember 3, 2002, under N. 9737, Book 18, Volume of Corporations. 26. Amendment to Bylaws — Section 9. Registered with the Public Registry of Commerce on February12, 2003, under N.2042, Book 19, Volume of Corporations. 27. Amendment to Bylaws — Section 1. Registered with the Public Registry of Commerce on July 4,2003, under N.9191, Book 22, Volume of Corporations. 28. Amendment to Bylaws — Sections 17 and 18. Registered with the Public Registry of Commerce onAugust 22, 2003, under N.11892, Book 22, Volume of Corporations. 29. Amendment to Bylaws — Section 9 bis. Registered with the Public Registry of Commerce on May3, 2004, under N.5377, Book 24, Volume of Corporations. 30. Amendment to Bylaws — Section 9. Registered with the Public Registry of Commerce on November29, 2004 under N.15158, Book 26, Volume of Corporations. 31. Amendment to Bylaws — Section 10. Registered with the Public Registry of Commerce on June30, 2005 under N.7618, Book 28, Volume of Corporations. 32. Amendment to Bylaws — Sections 3, 5, 9 and 11. Registered with the Public Registry ofCommerce on January 26, 2009 under N.1537, Book 43, Volume of Corporations. 33. Amendment to Bylaws — Sections 9 and 16. Adopted by Extraordinary and Regular ShareholderMeeting held on January 30, 2009.