EX-4.1






EXHIBIT 4.1




 





DEPOSIT AGREEMENT




 





by and among




PETROBRAS ENERGÍA S.A.




AND




CITIBANK, N.A.,

as Depositary,




AND




THE HOLDERS AND BENEFICIAL OWNERS OF

AMERICAN DEPOSITARY SHARES 

ISSUED HEREUNDER




 





Dated as of [DATE], 2009




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	Section 1.1 “ADS Record Date”
	 	 	1	 
	Section 1.2 “Affiliate”
	 	 	2	 
	Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)”
	 	 	2	 
	Section 1.4 “American Depositary Share(s)” and “ADS(s)”
	 	 	2	 
	Section 1.5 “Applicant”
	 	 	2	 
	Section 1.6 “Argentine pesos” and “P$”
	 	 	2	 
	Section 1.7 “Articles of Association”
	 	 	2	 
	Section 1.8 “Beneficial Owner”
	 	 	2	 
	Section 1.9 “Caja de Valores”
	 	 	2	 
	Section 1.10 “Certificated ADS(s)”
	 	 	3	 
	Section 1.11 “Commission”
	 	 	3	 
	Section 1.12 “Company”
	 	 	3	 
	Section 1.13 “Custodian”
	 	 	3	 
	Section 1.14 “Deliver” and “Delivery”
	 	 	3	 
	Section 1.15 “Deposit Agreement”
	 	 	3	 
	Section 1.16 “Depositary”
	 	 	3	 
	Section 1.17 “Deposited Securities”
	 	 	3	 
	Section 1.18 “Dollars” and “$”
	 	 	3	 
	Section 1.19 “DTC”
	 	 	3	 
	Section 1.20 “DTC Participant”
	 	 	4	 
	Section 1.21 “Exchange Act”
	 	 	4	 
	Section 1.22 “Foreign Currency”
	 	 	4	 
	Section 1.23 “Full Entitlement ADR(s)”, “Full Entitlement ADS(s)” and “Full Entitlement Share(s)”
	 	 	4	 
	Section 1.24 “Holder(s)”
	 	 	4	 
	Section 1.25 “Partial Entitlement ADR(s)”, “Partial Entitlement ADS(s)” and “Partial Entitlement Share(s)”
	 	 	4	 
	Section 1.26 “Pre-Release Transaction”
	 	 	4	 
	Section 1.27 “Principal Office”
	 	 	4	 
	Section 1.28 “Registrar”
	 	 	4	 
	Section 1.29 “Restricted Securities”
	 	 	5	 
	Section 1.30 “Restricted ADR(s)”, “Restricted ADS(s)” and “Restricted Shares”
	 	 	5	 
	Section 1.31 “Securities Act”
	 	 	5	 
	Section 1.32 “Share Registrar”
	 	 	5	 
	Section 1.33 “Shares”
	 	 	5	 
	Section 1.34 “Uncertificated ADS(s)”
	 	 	5	 
	Section 1.35 “United States” and “U.S.”
	 	 	5	 
	 
	 	 	 	 
	ARTICLE II APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS
	 	 	5	 
	Section 2.1 Appointment of Depositary
	 	 	5	 
	Section 2.2 Form and Transferability of ADSs
	 	 	6	 






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	Section 2.3 Deposit of Shares
	 	 	7	 
	Section 2.4 Registration and Safekeeping of Deposited Securities
	 	 	9	 
	Section 2.5 Issuance of ADSs
	 	 	9	 
	Section 2.6 Transfer, Combination and Split-up of ADRs
	 	 	10	 
	Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities
	 	 	11	 
	Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc
	 	 	12	 
	Section 2.9 Lost ADRs, etc
	 	 	13	 
	Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records
	 	 	13	 
	Section 2.11 Escheatment
	 	 	13	 
	Section 2.12 Partial Entitlement ADSs
	 	 	13	 
	Section 2.13 Certificated/Uncertificated ADSs
	 	 	14	 
	Section 2.14 Restricted ADSs
	 	 	15	 
	 
	ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs
	 	 	17	 
	Section 3.1 Proofs, Certificates and Other Information
	 	 	17	 
	Section 3.2 Liability for Taxes and Other Charges
	 	 	17	 
	Section 3.3 Representations and Warranties on Deposit of Shares
	 	 	18	 
	Section 3.4 Compliance with Information Requests
	 	 	18	 
	Section 3.5 Ownership Restrictions
	 	 	18	 
	Section 3.6 Reporting Obligations and Regulatory Approvals
	 	 	19	 
	 
	 	 	 	 
	ARTICLE IV THE DEPOSITED SECURITIES
	 	 	20	 
	Section 4.1 Cash Distributions
	 	 	20	 
	Section 4.2 Distribution in Shares
	 	 	20	 
	Section 4.3 Elective Distributions in Cash or Shares
	 	 	21	 
	Section 4.4 Distribution of Rights to Purchase Additional ADSs
	 	 	22	 
	Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares
	 	 	23	 
	Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form
	 	 	24	 
	Section 4.7 Redemption
	 	 	24	 
	Section 4.8 Conversion of Foreign Currency
	 	 	25	 
	Section 4.9 Fixing of ADS Record Date
	 	 	26	 
	Section 4.10 Voting of Deposited Securities
	 	 	26	 
	Section 4.11 Changes Affecting Deposited Securities
	 	 	28	 
	Section 4.12 Available Information
	 	 	28	 
	Section 4.13 Reports
	 	 	29	 
	Section 4.14 List of Holders
	 	 	29	 
	Section 4.15 Taxation
	 	 	29	 
	 
	 	 	 	 
	ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY
	 	 	30	 
	Section 5.1 Maintenance of Office and Transfer Books by the Registrar
	 	 	30	 
	Section 5.2 Exoneration
	 	 	31	 
	Section 5.3 Standard of Care
	 	 	31	 






ii









 






	 	 	 	 	 
	Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary
	 	 	32	 
	Section 5.5 The Custodian
	 	 	33	 
	Section 5.6 Notices and Reports
	 	 	34	 
	Section 5.7 Issuance of Additional Shares, ADSs etc
	 	 	34	 
	Section 5.8 Indemnification
	 	 	35	 
	Section 5.9 Fees and Charges of Depositary
	 	 	36	 
	Section 5.10 Pre-Release Transactions
	 	 	37	 
	Section 5.11 Restricted Securities Owners
	 	 	38	 
	 
	 	 	 	 
	ARTICLE VI AMENDMENT AND TERMINATION
	 	 	38	 
	Section 6.1 Amendment/Supplement
	 	 	38	 
	Section 6.2 Termination
	 	 	39	 
	 
	 	 	 	 
	ARTICLE VII MISCELLANEOUS
	 	 	40	 
	Section 7.1 Counterparts
	 	 	40	 
	Section 7.2 No Third-Party Beneficiaries
	 	 	40	 
	Section 7.3 Severability
	 	 	40	 
	Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect
	 	 	40	 
	Section 7.5 Notices
	 	 	40	 
	Section 7.6 Governing Law and Jurisdiction
	 	 	41	 
	Section 7.7 Assignment
	 	 	43	 
	Section 7.8 Compliance with U.S. Securities Laws
	 	 	43	 
	Section 7.9 Argentine Law References
	 	 	43	 
	Section 7.10 Titles and References
	 	 	43	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	Form of ADR
	 	 	A-1	 
	Fee Schedule
	 	 	B-1	 






iii









 






DEPOSIT AGREEMENT




     DEPOSIT AGREEMENT, dated as of [DATE], 2009, by and among (i) Petrobras Energía S.A., a
company organized under the laws of the Republic of Argentina, and its successors (the “Company”),
(ii) CITIBANK, N.A., a national banking association organized under the laws of the United States
of America acting in its capacity as depositary, and any successor depositary hereunder (the
“Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued
hereunder (all such capitalized terms as hereinafter defined).



W I T N E S S E T H   T H A T:




     WHEREAS, the Company desires to establish with the Depositary an ADR facility to provide for
the deposit of the Shares (as hereinafter defined) and the creation of American Depositary Shares
representing the Shares so deposited and for the execution and delivery of American Depositary
Receipts (as hereinafter defined) evidencing such American Depositary Shares; and



     WHEREAS, the Depositary is willing to act as the Depositary for such ADR facility upon the
terms set forth in the Deposit Agreement (as hereinafter defined); and



     WHEREAS, any American Depositary Receipts issued pursuant to the terms of the Deposit
Agreement are to be substantially in the form of Exhibit A attached hereto, with
appropriate insertions, modifications and omissions, as hereinafter provided in the Deposit
Agreement; and



     WHEREAS, the Shares are listed on the Buenos Aires Stock Exchange and American Depositary
Shares to be issued pursuant to the terms of the Deposit Agreement are to be listed for trading on
The New York Stock Exchange, Inc.; and



     WHEREAS, the Board of Directors of the Company (or an authorized committee thereof) has duly
approved the establishment of an ADR facility upon the terms set forth in the Deposit Agreement,
the execution and delivery of the Deposit Agreement on behalf of the Company, and the actions of
the Company and the transactions contemplated herein.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



ARTICLE I




DEFINITIONS




     All capitalized terms used, but not otherwise defined, herein shall have the meanings set
forth below, unless otherwise clearly indicated:



     Section 1.1 “ADS Record Date” shall have the meaning given to such term in Section 4.9.



1









 





     Section 1.2 “Affiliate” shall have the meaning assigned to such term by the Commission (as
hereinafter defined) under Regulation C promulgated under the Securities Act (as hereinafter
defined), or under any successor regulation thereto.



     Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)”
shall mean the certificate(s) issued by the Depositary to evidence the American Depositary Shares
issued under the terms of the Deposit Agreement in the form of Certificated ADS(s) (as hereinafter
defined), as such ADRs may be amended from time to time in accordance with the provisions of the
Deposit Agreement. An ADR may evidence any number of ADSs and may, in the case of ADSs held
through a central depository such as DTC, be in the form of a “Balance Certificate.”



     Section 1.4 “American Depositary Share(s)” and “ADS(s)” shall mean the rights and
interests in the Deposited Securities (as hereinafter defined) granted to the Holders and
Beneficial Owners pursuant to the terms and conditions of the Deposit Agreement and, if issued as
Certificated ADS(s), (as hereinafter defined) the ADR(s) issued to evidence such ADSs. ADS(s) may
be issued under the terms of the Deposit Agreement in the form of (a) Certificated ADS(s) (as
hereinafter defined), in which case the ADS(s) are evidenced by ADR(s), or (b) Uncertificated
ADS(s) (as hereinafter defined), in which case the ADS(s) are not evidenced by ADR(s) but are
reflected on the direct registration system maintained by the Depositary for such purposes under
the terms of Section 2.13. Unless otherwise specified in the Deposit Agreement or in any ADR, or
unless the context otherwise requires, any reference to ADS(s) shall include Certificated ADS(s)
and Uncertificated ADS(s), individually or collectively, as the context may require. Each ADS
shall represent the right to receive ten (10) Share(s) until there shall occur a distribution upon
Deposited Securities referred to in Section 4.2 or a change in Deposited Securities referred to in
Section 4.11 with respect to which additional ADSs are not issued, and thereafter each ADS shall
represent the right to receive the Deposited Securities determined in accordance with the terms of
such Sections.



     Section 1.5 “Applicant” shall have the meaning given to such term in Section 5.10.



     Section 1.6 “Argentine pesos” and “P$” shall refer to the lawful currency of Argentina.



     Section 1.7 “Articles of Association” shall mean the estatutos sociales, or other
organizational document(s) of the Company, as in effect from time to time.



     Section 1.8 “Beneficial Owner” shall mean, as to any ADS, any person or entity having a
beneficial interest deriving from the ownership of such ADS. A Beneficial Owner of ADSs may or may
not be the Holder of such ADSs. A Beneficial Owner shall be able to exercise any right or receive
any benefit hereunder solely through the person who is the Holder
of the ADSs owned by such Beneficial Owner. Unless otherwise identified to the Depositary, a
Holder shall be deemed to be the Beneficial Owner of all the ADSs registered in his/her/its name.



     Section 1.9 “Caja de Valores” shall mean Caja de Valores S.A., which provides the
book-entry settlement system for equity securities in Argentina, or any successor entity thereto.



2









 





     Section 1.10 “Certificated ADS(s)” shall have the meaning set forth in Section 2.13.



     Section 1.11 “Commission” shall mean the Securities and Exchange Commission of the United
States or any successor governmental agency thereto in the United States.



     Section 1.12 “Company” shall mean Petrobras Energía S.A., a company incorporated and
existing under the laws of the Republic of Argentina, and its successors.



     Section 1.13 “Custodian” shall mean (i) as of the date hereof, Citibank, N.A. – Buenos
Aires, having its principal office at San Martin 140 – Piso 11, 1004 Buenos Aires, Argentina, as
the custodian for the purposes of the Deposit Agreement, (ii) Citibank, N.A., acting as custodian
of Deposited Securities pursuant to the Deposit Agreement, and (iii) any other entity that may be
appointed by the Depositary pursuant to the terms of Section 5.5 as successor, substitute or
additional custodian hereunder. The term “Custodian” shall mean any Custodian individually or all
Custodians collectively, as the context requires.



     Section 1.14 “Deliver” and “Delivery” shall mean (x) when used in respect of Shares
and other Deposited Securities, either (i) the physical delivery of the certificate(s) representing
such securities, or (ii) the book-entry transfer and recordation of such securities on the books of
the Share Registrar (as hereinafter defined) or in the book-entry settlement of Caja de Valores
S.A., and (y) when used in respect of ADSs, either (i) the physical delivery of ADR(s) evidencing
the ADSs, or (ii) the book-entry transfer and recordation of ADSs on the books of the Depositary or
any book-entry settlement system in which the ADSs are settlement-eligible.



     Section 1.15 “Deposit Agreement” shall mean this Deposit Agreement and all exhibits hereto,
as the same may from time to time be amended and supplemented from time to time in accordance with
the terms of the Deposit Agreement.



     Section 1.16 “Depositary” shall mean Citibank, N.A., a national banking association
organized under the laws of the United States, in its capacity as depositary under the terms of the
Deposit Agreement, and any successor depositary hereunder.



     Section 1.17 “Deposited Securities” shall mean Shares at any time deposited under the
Deposit Agreement and any and all other securities, property and cash held by the Depositary or the
Custodian in respect thereof, subject, in the case of cash, to the provisions of Section 4.8. The
collateral delivered in connection with Pre-Release Transactions described in Section 5.10 shall
not constitute Deposited Securities.



     Section 1.18 “Dollars” and “$” shall refer to the lawful currency of the United
States.



     Section 1.19 “DTC” shall mean The Depository Trust Company, a national clearinghouse and
the central book-entry settlement system for securities traded in the United States and, as such,
the custodian for the securities of DTC Participants (as hereinafter defined) maintained in DTC,
and any successor thereto.



3









 





     Section 1.20 “DTC Participant” shall mean any financial institution (or any nominee of such
institution) having one or more participant accounts with DTC for receiving, holding and delivering
the securities and cash held in DTC. A DTC Participant may or may not be a Beneficial Owner. If a
DTC Participant is not the Beneficial Owner of the ADSs credited to its account at DTC, or of the
ADSs in respect of which the DTC Participant is otherwise acting, such DTC Participant shall be
deemed, for all purposes hereunder, to have all requisite authority to act on behalf of the
Beneficial Owner(s) of the ADSs credited to its account at DTC or in respect of which the DTC
Participant is so acting.



     Section 1.21 “Exchange Act” shall mean the United States Securities Exchange Act of 1934,
as amended from time to time.



     Section 1.22 “Foreign Currency” shall mean any currency other than Dollars.



     Section 1.23 “Full Entitlement ADR(s)”, “Full Entitlement ADS(s)” and “Full
Entitlement Share(s)” shall have the respective meanings set forth in Section 2.11.



     Section 1.24 “Holder(s)” shall mean the person(s) in whose name the ADSs are registered on
the books of the Depositary (or the Registrar, if any) maintained for such purpose. A Holder may
or may not be a Beneficial Owner. If a Holder is not the Beneficial Owner of the ADS(s) registered
in its name, such person shall be deemed, for all purposes hereunder, to have all requisite
authority to act on behalf of the Beneficial Owners of the ADSs registered in its name.



     Section 1.25 “Partial Entitlement ADR(s)”, “Partial Entitlement ADS(s)” and
“Partial Entitlement Share(s)” shall have the respective meanings set forth in Section
2.12.



     Section 1.26 “Pre-Release Transaction” shall have the meaning set forth in Section 5.10.



     Section 1.27 “Principal Office” shall mean, when used with respect to the Depositary, the
principal office of the Depositary at which at any particular time its depositary receipts business
shall be administered, which, at the date of the Deposit Agreement, is located at 388 Greenwich
Street, New York, New York 10013, U.S.A.



     Section 1.28 “Registrar” shall mean the Depositary or any bank or trust company having an
office in the Borough of Manhattan, The City of New York, which shall be appointed by the
Depositary upon the reasonable request or with the approval of the Company (which shall
not be unreasonably withheld) to register issuances, transfers and cancellations of ADSs as herein
provided, and shall include any co-registrar appointed by the Depositary upon the reasonable
request or with the approval of the Company (which shall not be unreasonably withheld) for such
purposes. Registrars (other than the Depositary) may be removed and substitutes appointed by the
Depositary upon the reasonable request or with the approval of the Company (which shall not be
unreasonably withheld). Each Registrar (other than the Depositary) appointed pursuant to the
Deposit Agreement shall be required to give notice in writing to the Depositary accepting such
appointment and agreeing to be bound by the applicable terms of the Deposit Agreement.



4









 





     Section 1.29 “Restricted Securities” shall mean Shares, Deposited Securities or ADSs which
(i) have been acquired directly or indirectly from the Company or any of its Affiliates in a
transaction or chain of transactions not involving any public offering and are subject to resale
limitations under the Securities Act or the rules issued thereunder, or (ii) are held by an officer
or director (or persons performing similar functions) or other Affiliate of the Company, or
(iii) are subject to other restrictions on sale or deposit under the laws of the United States,
Argentina, or under a shareholder agreement or the Articles of Association of the Company or under
the regulations of an applicable securities exchange unless, in each case, such Shares, Deposited
Securities or ADSs are being transferred or sold to persons other than an Affiliate of the Company
in a transaction (a) covered by an effective resale registration statement, or (b) exempt from the
registration requirements of the Securities Act (as hereinafter defined), and the Shares, Deposited
Securities or ADSs are not, when held by such person(s), Restricted Securities.



     Section 1.30 “Restricted ADR(s)”, “Restricted ADS(s)” and “Restricted
Shares” shall have the respective meanings set forth in Section 2.14.



     Section 1.31 “Securities Act” shall mean the United States Securities Act of 1933, as
amended from time to time.



     Section 1.32 “Share Registrar” shall mean [name of share registrar] or any [other]
institution organized under the laws of Argentine appointed by the Company to carry out the duties
of registrar for the Shares, and any successor thereto.



     Section 1.33 “Shares” shall mean the Company’s Class B common shares, par value P$1 per
share, validly issued and outstanding and fully paid and may, if the Depositary so agrees after
consultation with the Company, include evidence of the right to receive Shares; provided
that in no event shall Shares include evidence of the right to receive Shares with respect
to which the full purchase price has not been paid or Shares as to which preemptive rights have
theretofore not been validly waived or exercised; provided further,
however, that, if there shall occur any change in par value, split-up,
consolidation, reclassification, exchange, conversion or any other event described in Section 4.11
in respect of the Shares of the Company, the term “Shares” shall thereafter, to the maximum extent
permitted by law, represent the successor securities resulting from such event.



     Section 1.34 “Uncertificated ADS(s)” shall have the meaning set forth in Section 2.13.



     Section 1.35 “United States” and “U.S.” shall have the meaning assigned to it in
Regulation S as promulgated by the Commission under the Securities Act.



ARTICLE II




APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS;

DEPOSIT OF SHARES; EXECUTION AND

DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS



     Section 2.1 Appointment of Depositary. The Company hereby appoints the Depositary as
depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in
accordance with the terms and conditions set forth in the Deposit Agreement



5









 







and the applicable
ADRs. Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein)
issued in accordance with the terms and conditions of the Deposit Agreement shall be deemed for all
purposes to (a) be a party to and bound by the terms of the Deposit Agreement and the applicable
ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on
its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable
ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such
action as the Depositary in its sole discretion may deem necessary or appropriate to carry out the
purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the
conclusive determinant of the necessity and appropriateness thereof.



     Section 2.2 Form and Transferability of ADSs.



     (a) Form. Certificated ADSs shall be evidenced by definitive ADRs which shall be
engraved, printed, lithographed or produced in such other manner as may be agreed upon by the
Company and the Depositary. ADRs may be issued under the Deposit Agreement in denominations
of any whole number of ADSs. The ADRs shall be substantially in the form set forth in
Exhibit A to the Deposit Agreement, with any appropriate insertions, modifications and
omissions, in each case as otherwise contemplated in the Deposit Agreement or required by law.
ADRs shall be (i) dated, (ii) signed by the manual or facsimile signature of a duly authorized
signatory of the Depositary, (iii) countersigned by the manual or facsimile signature of a duly
authorized signatory of the Registrar, and (iv) registered in the books maintained by the Registrar
for the registration of issuances and transfers of ADSs. No ADR and no Certificated ADS evidenced
thereby shall be entitled to any benefits under the Deposit Agreement or be valid or enforceable
for any purpose against the Depositary or the Company, unless such ADR shall have been so dated,
signed, countersigned and registered. ADRs bearing the facsimile signature of a duly-authorized
signatory of the Depositary or the Registrar, who at the time of signature was a duly-authorized
signatory of the Depositary or the Registrar, as the case may be, shall bind the Depositary,
notwithstanding the fact that such signatory has ceased to be so authorized prior to the delivery
of such ADR by the Depositary. The ADRs shall bear a CUSIP number that is different from any CUSIP
number that was, is or may be assigned to any depositary receipts previously or subsequently issued
pursuant to any other arrangement between the Depositary (or any other depositary) and the Company
and which are not ADRs outstanding hereunder.



     (b) Legends. The ADRs may be endorsed with, or have incorporated in the text thereof,
such legends or recitals not inconsistent with the provisions of the Deposit Agreement as (i) may
be necessary to enable the Depositary and the Company to perform their respective obligations
hereunder, (ii) may be required to comply with any applicable laws or regulations, or with the
rules and regulations of any securities exchange or market upon which ADSs may be traded, listed or
quoted, or to conform with any usage with respect thereto, (iii) may be necessary to indicate any
special limitations or restrictions to which any particular ADRs or ADSs are subject by reason of
the date of issuance of the Deposited Securities or otherwise, or (iv) may be required by any
book-entry system in which the ADSs are held. Holders and Beneficial Owners shall be deemed, for
all purposes, to have notice of, and to be bound by, the terms and conditions of the legends set
forth, in the case of Holders, on the ADR registered in the name of the applicable Holders or, in
the case of Beneficial Owners, on the ADR representing the ADSs owned by such Beneficial Owners.



6









 





     (c) Title. Subject to the limitations contained herein and in the ADR, title to an
ADR (and to each Certificated ADS evidenced thereby) shall be transferable upon the same terms as a
certificated security under the laws of the State of New York, provided that, in the case of
Certificated ADSs, such ADR has been properly endorsed or is accompanied by proper instruments of
transfer. Notwithstanding any notice to the contrary, the Depositary and the Company may deem and
treat the Holder of an ADS (that is, the person in whose name an ADS is registered on the books of
the Depositary) as the absolute owner thereof for all purposes. Neither the Depositary nor the
Company shall have any obligation nor be subject to any liability under the Deposit Agreement or
any ADR to any holder or any Beneficial Owner unless, in the case of a holder of ADSs, such holder
is the Holder registered on the books of the Depositary or,
in the case of a Beneficial Owner, such Beneficial Owner, or the Beneficial Owner’s
representative, is the Holder registered on the books of the Depositary.



     (d) Book-Entry Systems. The Depositary shall make arrangements for the acceptance of
the ADSs into DTC. All ADSs held through DTC will be registered in the name of the nominee for DTC
(currently “Cede & Co.”). As such, the nominee for DTC will be the only “Holder” of all ADSs held
through DTC. Unless issued by the Depositary as Uncertificated ADSs, the ADSs registered in the
name of Cede & Co. will be evidenced by a single ADR in the form of a “Balance Certificate,” which
will provide that it represents the aggregate number of ADSs from time to time indicated in the
records of the Depositary as being issued hereunder and that the aggregate number of ADSs
represented thereby may from time to time be increased or decreased by making adjustments on such
records of the Depositary and of DTC or its nominee as hereinafter provided. Citibank, N.A. (or
such other entity as is appointed by DTC or its nominee) may hold the “Balance Certificate” as
custodian for DTC. Each Beneficial Owner of ADSs held through DTC must rely upon the procedures of
DTC and the DTC Participants to exercise or be entitled to any rights attributable to such ADSs.
The DTC Participants shall for all purposes be deemed to have all requisite power and authority to
act on behalf of the Beneficial Owners of the ADSs held in the DTC Participants’ respective
accounts in DTC and the Depositary shall for all purposes be authorized to rely upon any
instructions and information given to it by DTC Participants. So long as ADSs are held through DTC
or unless otherwise required by law, ownership of beneficial interests in the ADSs registered in
the name of the nominee for DTC will be shown on, and transfers of such ownership will be effected
only through, records maintained by (i) DTC or its nominee (with respect to the interests of DTC
Participants), or (ii) DTC Participants or their nominees (with respect to the interests of clients
of DTC Participants).



     Section 2.3 Deposit of Shares. Subject to the terms and conditions of the Deposit
Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted
Securities) may be deposited by any person (including the Depositary in its individual capacity but
subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7) at
any time, whether or not the transfer books of the Company or the Share Registrar, if any, are
closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied
by the following: (A) (i) in the case of Shares represented by certificates issued in registered
form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian,
(ii) in the case of Shares represented by certificates in bearer form. the requisite coupons and
talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer and
recordation, confirmation of such book-entry transfer and recordation in



7









 







the books of the Share
Registrar or of the Caja de Valores, as applicable, to the Custodian or that irrevocable
instructions have been given to cause such Shares to be so transferred and recorded, (B) such
certifications and payments (including, without limitation, the Depositary’s fees and related
charges) and evidence of such payments (including, without limitation, stamping or otherwise
marking such Shares by way of receipt) as may be required by the Depositary or the Custodian in
accordance with the provisions of the Deposit Agreement and applicable law, (C) if the Depositary
so requires, a written order directing the Depositary to issue and deliver to, or
upon the written order of, the person(s) stated in such order the number of ADSs representing the
Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of
counsel) that all necessary approvals have been granted by, or there has been compliance with the
rules and regulations of, any applicable governmental agency in Argentina, and (E) if the
Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary
or the Custodian which provides for the prompt transfer by any person in whose name the Shares are
or have been recorded to the Custodian of any distribution, or right to subscribe for additional
Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof,
such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian and
(ii) if the Shares are registered in the name of the person on whose behalf they are presented for
deposit, a proxy or proxies entitling the Custodian to exercise voting rights in respect of the
Shares for any and all purposes until the Shares so deposited are registered in the name of the
Depositary, the Custodian or any nominee.



     Without limiting any other provision of the Deposit Agreement, the Depositary shall instruct
the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted
Securities (except as contemplated by Section 2.14) nor (b) any fractional Shares or fractional
Deposited Securities nor (c) a number of Shares or Deposited Securities which upon application of
the ADS to Shares ratio would give rise to fractional ADSs. No Shares shall be accepted for
deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably
satisfactory to the Depositary or the Custodian that all conditions to such deposit have been
satisfied by the person depositing such Shares under the laws and regulations of Argentina and any
necessary approval has been granted by any applicable governmental body in Argentina, if any. The
Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent
of the Company or any custodian, registrar, transfer agent, clearing agency or other entity
involved in ownership or transaction records in respect of the Shares. Such evidence of rights
shall consist of written blanket or specific guarantees of ownership of Shares furnished by the
Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved
in ownership or transaction records in respect of the Shares.



     Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit
under the Deposit Agreement (A) any Shares or other securities required to be registered under the
provisions of the Securities Act, unless (i) a registration statement is in effect as to such
Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or
(B) any Shares or other securities the deposit of which would violate any provisions of the
Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary
shall be entitled to rely upon representations and warranties made or deemed made pursuant to the
Deposit Agreement and shall not be required to make any further investigation. The Depositary will
comply with written instructions of the Company (received by the Depositary reasonably in advance)
not to accept for deposit hereunder any Shares identified in



8









 







such instructions at such times and
under such circumstances as may reasonably be specified in such instructions in order to facilitate
the Company’s compliance with the securities laws of the United States and Argentina.



     Section 2.4 Registration and Safekeeping of Deposited Securities. The Depositary shall
instruct the Custodian upon each Delivery of certificates representing registered Shares being
deposited hereunder with the Custodian (or other Deposited Securities pursuant to Article IV
hereof), together with the other documents above specified, to present such certificate(s),
together with the appropriate instrument(s) of transfer or endorsement, duly stamped, to the Share
Registrar for transfer and registration of the Shares (as soon as transfer and registration can be
accomplished and at the expense of the person for whom the deposit is made) in the name of the
Depositary, the Custodian or a nominee of either. Deposited Securities shall be held by the
Depositary or by a Custodian for the account and to the order of the Depositary or a nominee in
each case on behalf of the Holders and Beneficial Owners, at such place or places as the Depositary
or the Custodian shall determine.



     Section 2.5 Issuance of ADSs. The Depositary has made arrangements with the Custodian for
the Custodian to confirm to the Depositary upon receipt of a deposit of Shares (i) that a deposit
of Shares has been made pursuant to Section 2.3, (ii) that such Deposited Securities have been
recorded in the name of the Depositary, the Custodian or a nominee of either on the shareholders’
register maintained by or on behalf of the Company by the Share Registrar on the books of Caja de
Valores, (iii) that all required documents have been received, and (iv) the person(s) to whom or
upon whose order ADSs are deliverable in respect thereof and the number of ADSs to be so delivered.
Such notification may be made by letter, cable, telex, SWIFT message or, at the risk and expense
of the person making the deposit, by facsimile or other means of electronic transmission. Upon
receiving such notice from the Custodian, the Depositary, subject to the terms and conditions of
the Deposit Agreement and applicable law, shall issue the ADSs representing the Shares so deposited
to or upon the order of the person(s) named in the notice delivered to the Depositary and, if
applicable, shall execute and deliver at its Principal Office Receipt(s) registered in the name(s)
requested by such person(s) and evidencing the aggregate number of ADSs to which such person(s) are
entitled, but, in each case, only upon payment to the Depositary of the charges of the Depositary
for accepting a deposit, issuing ADSs (as set forth in Section 5.9 and Exhibit B hereto)
and all taxes and governmental charges and fees payable in connection with such deposit and the
transfer of the Shares and the issuance of the ADS(s). The Depositary shall only issue ADSs in
whole numbers and deliver, if applicable, ADR(s) evidencing whole numbers of ADSs. Nothing herein
shall prohibit any Pre-Release Transaction upon the terms set forth in the Deposit Agreement.



9









 





     Section 2.6 Transfer, Combination and Split-up of ADRs.



     (a) Transfer. The Registrar shall register the transfer of ADRs (and of the ADSs
represented thereby) on the books maintained for such purpose and the Depositary shall (x) cancel
such ADRs and execute new ADRs evidencing the same aggregate number of ADSs as those evidenced by
the ADRs canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs and
(z) Deliver such new ADRs to or upon the order of the person entitled thereto, if each of the
following conditions has been satisfied: (i) the ADRs have been duly Delivered by the Holder (or
by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the
purpose of effecting a transfer thereof, (ii) the surrendered ADRs have been properly endorsed or
are accompanied by proper instruments of transfer (including signature guarantees in accordance
with standard securities industry practice), (iii) the surrendered ADRs have been duly stamped (if
required by the laws of the State of New York or of the United States), and (iv) all applicable
fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and
governmental charges (as are set forth in Section 5.9 and Exhibit B hereto) have been paid,
subject, however, in each case, to the terms and conditions of the applicable ADRs, of the Deposit
Agreement and of applicable law, in each case as in effect at the time thereof.



     (b) Combination & Split Up. The Registrar shall register the split-up or combination
of ADRs (and of the ADSs represented thereby) on the books maintained for such purpose and the
Depositary shall (x) cancel such ADRs and execute new ADRs for the number of ADSs requested, but in
the aggregate not exceeding the number of ADSs evidenced by the ADRs cancelled by the Depositary,
(y) cause the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the
order of the Holder thereof, if each of the following conditions has been satisfied: (i) the ADRs
have been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the
Depositary at its Principal Office for the purpose of effecting a split-up or combination thereof,
and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all
applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B
hereto) have been paid, subject, however, in each case, to the terms and conditions of the
applicable ADRs, of the Deposit Agreement and of applicable law, in each case as in effect at the
time thereof.



     (c) Co-Transfer Agents. The Depositary shall upon the reasonable request or with the
approval of the Company (which shall not be unreasonably withheld) appoint one or more co-transfer
agents for the purpose of effecting transfers, combinations and split-ups of ADRs at designated
transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent
may require evidence of authority and compliance with applicable laws and other requirements by
Holders or persons entitled to such ADRs and will be entitled to protection and indemnity to the
same extent as the Depositary. Such co-transfer agents shall upon the reasonable request or with
the written approval of the Company (which shall not be unreasonably withheld) be removed and
substitutes appointed by the Depositary. Each co-transfer agent appointed under this Section 2.6
(other than the Depositary) shall give notice in writing to the
Depositary accepting such appointment and agreeing to be bound by the applicable terms of the
Deposit Agreement.



10









 





     Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. The Holder of ADSs
shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at
the time represented by the ADSs upon satisfaction of each of the following conditions: (i) the
Holder (or a duly-authorized attorney of the Holder) has duly Delivered ADSs to the Depositary at
its Principal Office (and if applicable, the ADRs evidencing such ADSs) for the purpose of
withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by
the Depositary, the ADRs Delivered to the Depositary for such purpose have been properly endorsed
in blank or are accompanied by proper instruments of transfer in blank (including signature
guarantees in accordance with standard securities industry practice), (iii) if so required by the
Depositary, the Holder of the ADSs has executed and delivered to the Depositary a written order
directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or
upon the written order of the person(s) designated in such order, and (iv) all applicable fees and
charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental
charges (as are set forth in Section 5.9 and Exhibit B) have been paid, subject, however,
in each case, to the terms and conditions of the ADRs evidencing the surrendered ADSs, of the
Deposit Agreement, of the Company’s Articles of Association and of any applicable laws and the
rules of Caja de Valores, and to any provisions of or governing the Deposited Securities , in each
case as in effect at the time thereof.



     Upon satisfaction of each of the conditions specified above, the Depositary (i) shall cancel
the ADSs Delivered to it (and, if applicable, the ADRs evidencing the ADSs so Delivered),
(ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books
maintained for such purpose, and (iii) shall direct the Custodian to Deliver, or cause the Delivery
of, in each case, without unreasonable delay, the Deposited Securities represented by the ADSs so
canceled together with any certificate or other document of title for the Deposited Securities, or
evidence of the electronic transfer thereof (if available), as the case may be, to or upon the
written order of the person(s) designated in the order delivered to the Depositary for such
purpose, subject however, in each case, to the terms and conditions of the Deposit Agreement, of
the ADRs evidencing the ADSs so cancelled, of the Articles of Association of the Company, of any
applicable laws and of the rules of Caja de Valores, and to the terms and conditions of or
governing the Deposited Securities, in each case as in effect at the time thereof.



     The Depositary shall not accept for surrender ADSs representing less than one (1) Share. In
the case of the Delivery to it of ADSs representing a number other than a whole number of Shares,
the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in
accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) return
to the person surrendering such ADSs the number of ADSs representing any remaining fractional
Share, or (ii) sell or cause to be sold the fractional Share represented by the ADSs so surrendered
and remit the proceeds of such sale (net of (a) applicable fees and charges
of, and expenses incurred by, the Depositary and (b) taxes withheld) to the person
surrendering the ADSs.



     Notwithstanding anything else contained in any ADR or the Deposit Agreement, the Depositary
may make delivery at the Principal Office of the Depositary of (i) any cash dividends or cash
distributions, or (ii) any proceeds from the sale of any distributions of shares or rights, which
are at the time held by the Depositary in respect of the Deposited Securities represented by



11









 







the
ADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Holder
so surrendering ADSs, and for the account of such Holder, the Depositary shall direct the Custodian
to forward (to the extent permitted by law) any cash or other property (other than securities) held
by the Custodian in respect of the Deposited Securities represented by such ADSs to the Depositary
for delivery at the Principal Office of the Depositary. Such direction shall be given by letter
or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.



     Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of
Delivery, Transfer, etc.



     (a) Additional Requirements. As a condition precedent to the execution and delivery,
registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of
any distribution thereon, or the withdrawal of any Deposited Securities, the Depositary or the
Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of an ADR of
a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or
registration fee with respect thereto (including any such tax or charge and fee with respect to
Shares being deposited or withdrawn) and payment of any applicable fees and charges of the
Depositary as provided in Section 5.9 and Exhibit B, (ii) the production of proof
satisfactory to it as to the identity and genuineness of any signature or any other matter
contemplated by Section 3.1, and (iii) compliance with (A) any laws or governmental regulations
relating to the execution and delivery of ADRs or ADSs or to the withdrawal of Deposited Securities
and (B) such reasonable regulations as the Depositary and the Company may establish consistent with
the provisions of the representative ADR, if applicable, the Deposit Agreement and applicable law.



     (b) Additional Limitations. The issuance of ADSs against deposits of Shares generally
or against deposits of particular Shares may be suspended, or the deposit of particular Shares may
be refused, or the registration of transfer of ADSs in particular instances may be refused, or the
registration of transfers of ADSs generally may be suspended, during any period when the transfer
books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such
action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any
time or from time to time because of any requirement of law or regulation, any government or
governmental body or commission or any securities exchange on which the ADSs or Shares are listed,
or under any provision of the Deposit Agreement or the representative ADR(s), if applicable, or
under any provision of, or governing, the Deposited Securities, or
because of a meeting of shareholders of the Company or for any other reason, subject, in all
cases, to Section 7.8.



     (c) Regulatory Restrictions. Notwithstanding any provision of the Deposit Agreement
or any ADR(s) to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the
Deposited Securities associated herewith at any time subject only to (i) temporary delays caused by
closing the transfer books of the Depositary or the Company or the deposit of Shares in connection
with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes
and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations
relating to the ADSs or to the withdrawal of the Deposited Securities,




12











 




and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General
Instructions to Form F-6 (as such General Instructions may be amended from time to time).




     Section 2.9 Lost ADRs, etc. In case any ADR shall be mutilated, destroyed, lost, or stolen, the Depositary shall execute
and deliver a new ADR of like tenor at the expense of the Holder (a) in the case of a mutilated
ADR, in exchange of and substitution for such mutilated ADR upon cancellation thereof, or (b) in
the case of a destroyed, lost or stolen ADR, in lieu of and in substitution for such destroyed,
lost, or stolen ADR, after the Holder thereof (i) has submitted to the Depositary a written request
for such exchange and substitution before the Depositary has notice that the ADR has been acquired
by a bona fide purchaser, (ii) has provided such security or indemnity (including an indemnity
bond) as may be required by the Depositary to save it and any of its agents harmless, and (iii) has
satisfied any other reasonable requirements imposed by the Depositary, including, without
limitation, evidence satisfactory to the Depositary of such destruction, loss or theft of such ADR,
the authenticity thereof and the Holder’s ownership thereof.



     Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records. All ADRs surrendered to the Depositary shall be canceled by the Depositary. Canceled ADRs
shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable
against the Depositary for any purpose. The Depositary is authorized to destroy ADRs so canceled,
provided the Depositary maintains a record of all destroyed ADRs. Any ADSs held in book-entry form
(i.e., through accounts at DTC) shall be deemed canceled when the Depositary causes the number of
ADSs evidenced by the Balance Certificate to be reduced by the number of ADSs surrendered (without
the need to physically destroy the Balance Certificate). .



     Section 2.11 Escheatment. In the event any unclaimed property relating to the ADSs, for any reason, is in the possession
of Depositary and has not been claimed by the Holder thereof or cannot be delivered to the Holder
thereof through usual channels, the Depositary shall, upon expiration of any applicable statutory
period relating to abandoned property laws, escheat such unclaimed property to the relevant
authorities in accordance with the laws of each of the relevant States of the United States.



     Section 2.12 Partial Entitlement ADSs. In the event any Shares are deposited which (i) entitle the holders thereof to receive a
per-share distribution or other entitlement in an amount different from the Shares then on deposit
or (ii) are not fully fungible (including, without limitation, as to settlement or trading) with
the Shares then on deposit (the Shares then on deposit collectively, “Full Entitlement
Shares” and the Shares with different entitlement, “Partial Entitlement Shares”), the
Depositary shall (i) cause the Custodian to hold Partial Entitlement Shares separate and distinct
from Full Entitlement Shares,
and (ii) subject to the terms of the Deposit Agreement, issue ADSs representing Partial Entitlement
Shares which are separate and distinct from the ADSs representing Full Entitlement Shares, by means
of separate CUSIP numbering and legending (if necessary) and, if applicable, by issuing ADRs
evidencing such ADSs with applicable notations thereon (“Partial Entitlement ADSs/ADRs” and
“Full Entitlement ADSs/ADRs”, respectively). If and when Partial Entitlement Shares become
Full Entitlement Shares, the Depositary shall (a) give notice thereof to Holders of Partial
Entitlement ADSs and give Holders of Partial Entitlement ADRs the opportunity to exchange such
Partial



13









 







Entitlement ADRs for Full Entitlement ADRs, (b) cause the Custodian to transfer the Partial
Entitlement Shares into the account of the Full Entitlement Shares, and (c) take such actions as
are necessary to remove the distinctions between (i) the Partial Entitlement ADRs and ADSs, on the
one hand, and (ii) the Full Entitlement ADRs and ADSs on the other. Holders and Beneficial Owners
of Partial Entitlement ADSs shall only be entitled to the entitlements of Partial Entitlement
Shares. Holders and Beneficial Owners of Full Entitlement ADSs shall be entitled only to the
entitlements of Full Entitlement Shares. All provisions and conditions of the Deposit Agreement
shall apply to Partial Entitlement ADRs and ADSs to the same extent as Full Entitlement ADRs and
ADSs, except as contemplated by this Section 2.12. The Depositary is authorized to take any and
all other actions as may be necessary (including, without limitation, making the necessary
notations on ADRs) to give effect to the terms of this Section 2.12. The Company agrees to give
timely written notice to the Depositary if any Shares issued or to be issued are Partial
Entitlement Shares and shall assist the Depositary with the establishment of procedures enabling
the identification of Partial Entitlement Shares upon Delivery to the Custodian.



     Section 2.13 Certificated/Uncertificated ADSs. Notwithstanding any other provision of the Deposit Agreement, the Depositary may, at any time
and from time to time, issue ADSs that are not evidenced by ADRs (such ADSs, the
“Uncertificated ADS(s)” and the ADS(s) evidenced by ADR(s), the “Certificated
ADS(s)”). When issuing and maintaining Uncertificated ADS(s) under the Deposit Agreement, the
Depositary shall at all times be subject to (i) the standards applicable to registrars and transfer
agents maintaining direct registration systems for equity securities in New York and issuing
uncertificated securities under New York law, and (ii) the terms of New York law applicable to
uncertificated equity securities. Uncertificated ADSs shall not be represented by any instruments
but shall be evidenced by registration in the books of the Depositary maintained for such purpose.
Holders of Uncertificated ADSs, that are not subject to any registered pledges, liens, restrictions
or adverse claims of which the Depositary has notice at such time, shall at all times have the
right to exchange the Uncertificated ADS(s) for Certificated ADS(s) of the same type and class,
subject in each case to applicable laws and any rules and regulations the Depositary may have
established in respect of the Uncertificated ADSs. Holders of Certificated ADSs shall, if the
Depositary maintains a direct registration system for the ADSs, have the right to exchange the
Certificated ADSs for Uncertificated ADSs upon (i) the due surrender of the Certificated ADS(s) to
the Depositary for such purpose and (ii) the presentation of a written request to that effect to
the Depositary, subject in each case to (a) all liens and restrictions noted on the ADR evidencing
the Certificated ADS(s) and all adverse claims of which the Depositary then has notice, (b) the
terms of the Deposit Agreement and the rules and regulations that the Depositary
may establish for such purposes hereunder, (c) applicable law, and (d) payment of the Depositary
fees and expenses applicable to such exchange of Certificated ADS(s) for Uncertificated ADS(s).
Uncertificated ADSs shall in all respects be identical to Certificated ADS(s) of the same type and
class, except that (i) no ADR(s) shall be, or shall need to be, issued to evidence Uncertificated
ADS(s), (ii) Uncertificated ADS(s) shall, subject to the terms of the Deposit Agreement, be
transferable upon the same terms and conditions as uncertificated securities under New York law,
(iii) the ownership of Uncertificated ADS(s) shall be recorded on the books of the Depositary
maintained for such purpose and evidence of such ownership shall be reflected in periodic
statements provided by the Depositary to the Holder(s) in accordance with applicable New York law,
(iv) the Depositary may from time to time, upon notice to the Holders of Uncertificated ADSs



14









 







affected thereby, establish rules and regulations, and amend or supplement existing rules and
regulations, as may be deemed reasonably necessary to maintain Uncertificated ADS(s) on behalf of
Holders, provided that (a) such rules and regulations do not conflict with the terms of the Deposit
Agreement and applicable law, and (b) the terms of such rules and regulations are readily available
to Holders upon request, (v) the Uncertificated ADS(s) shall not be entitled to any benefits under
the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the
Company unless such Uncertificated ADS(s) is/are registered on the books of the Depositary
maintained for such purpose, (vi) the Depositary may, in connection with any deposit of Shares
resulting in the issuance of Uncertificated ADSs and with any transfer, pledge, release and
cancellation of Uncertificated ADSs, require the prior receipt of such documentation as the
Depositary may deem reasonably appropriate, and (vii) upon termination of the Deposit Agreement,
the Depositary shall not require Holders of Uncertificated ADSs to affirmatively instruct the
Depositary before remitting proceeds from the sale of the Deposited Securities represented by such
Holders’ Uncertificated ADSs under the terms of Section 6.2 of the Deposit Agreement. When issuing
ADSs under the terms of the Deposit Agreement, including, without limitation, issuances pursuant to
Sections 2.5, 4.2, 4.3, 4.4, 4.5 and 4.11, the Depositary may in its discretion determine to issue
Uncertificated ADSs rather than Certificated ADSs, unless otherwise specifically instructed by the
applicable Holder to issue Certificated ADSs. All provisions and conditions of the Deposit
Agreement shall apply to Uncertificated ADSs to the same extent as to Certificated ADSs, except as
contemplated by this Section 2.13. The Depositary is authorized and directed to take any and all
actions and establish any and all procedures deemed reasonably necessary to give effect to the
terms of this Section 2.13. Any references in the Deposit Agreement or any ADR(s) to the terms
“American Depositary Share(s)” or “ADS(s)” shall, unless the context otherwise requires, include
Certificated ADS(s) and Uncertificated ADS(s). Except as set forth in this Section 2.13 and except
as required by applicable law, the Uncertificated ADSs shall be treated as ADSs issued and
outstanding under the terms of the Deposit Agreement. In the event that, in determining the rights
and obligations of parties hereto with respect to any Uncertificated ADSs, any conflict arises
between (a) the terms of the Deposit Agreement (other than this Section 2.13) and (b) the terms of
this Section 2.13, the terms and conditions set forth in this Section 2.13 shall be controlling and
shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the
Uncertificated ADSs.



     Section 2.14 Restricted ADSs. The Depositary shall, solely upon receiving the consent and at the request and expense of the
Company, establish procedures enabling the deposit hereunder of Shares that are Restricted
Securities in order to enable the holder of such Shares to hold its ownership interests in such
Restricted Shares in the form of ADSs issued under the terms hereof (such Shares, “Restricted
Shares”). Upon receipt of a written request from the Company to accept Restricted Shares for
deposit hereunder, the Depositary agrees to establish procedures permitting the deposit of such
Restricted Shares and the issuance of ADSs representing such deposited Restricted Shares (such
ADSs, the “Restricted ADSs,” and the ADRs evidencing such Restricted ADSs, the
“Restricted ADRs”). The Company shall assist the Depositary in the establishment of such
procedures and agrees that it shall take all steps reasonably necessary and reasonably satisfactory
to the Depositary to insure that the establishment of such procedures does not violate the
provisions of the Securities Act or any other applicable laws. The depositors of such Restricted
Shares and the holders of the Restricted ADSs may be required prior to the deposit of such
Restricted Shares, the transfer of the Restricted ADRs and the Restricted ADSs



15









 







evidenced thereby or
the withdrawal of the Restricted Shares represented by Restricted ADSs to provide such written
certifications or agreements as the Depositary or the Company may require. The Company shall
provide to the Depositary in writing the legend(s) to be affixed to the Restricted ADRs, which
legends shall (i) be in a form reasonably satisfactory to the Depositary and (ii) contain the
specific circumstances under which the Restricted ADRs and the Restricted ADSs represented thereby
may be transferred or the Restricted Shares withdrawn. The Restricted ADSs issued upon the deposit
of Restricted Shares shall be separately identified on the books of the Depositary and the
Restricted Shares so deposited shall, to the extent required by law, be held separate and distinct
from the other Deposited Securities held hereunder. The Restricted Shares and the Restricted ADSs
shall not be eligible for Pre-Release Transactions. The Restricted ADSs shall not be eligible for
inclusion in any book-entry settlement system, including, without limitation, DTC, and shall not in
any way be fungible with the ADSs issued under the terms hereof that are not Restricted ADSs. The
Restricted ADRs and the Restricted ADSs evidenced thereby shall be transferable only by the Holder
thereof upon delivery to the Depositary of (i) all documentation otherwise contemplated by the
Deposit Agreement and (ii) an opinion of counsel satisfactory to the Depositary setting forth,
inter alia, the conditions upon which the Restricted ADR presented is, and the Restricted ADSs
evidenced thereby are, transferable by the Holder thereof under applicable securities laws and the
transfer restrictions contained in the legend set forth on the Restricted ADR presented for
transfer. Except as set forth in this Section 2.14 and except as required by applicable law, the
Restricted ADRs and the Restricted ADSs evidenced thereby shall be treated as ADRs and ADSs issued
and outstanding under the terms of the Deposit Agreement. In the event that, in determining the
rights and obligations of parties hereto with respect to any Restricted ADSs, any conflict arises
between (a) the terms of the Deposit Agreement (other than this Section 2.14) and (b) the terms of
(i) this Section 2.14 or (ii) the applicable Restricted ADR, the terms and conditions set forth in
this Section 2.14 and of the Restricted ADR shall be controlling and shall govern the rights and
obligations of the parties to the Deposit Agreement pertaining to the deposited Restricted Shares,
the Restricted ADSs and Restricted ADRs.


If the Restricted ADRs, the Restricted ADSs and the Restricted Shares cease to be Restricted
Securities, the Depositary, upon receipt of (x) an opinion of counsel satisfactory to the
Depositary setting forth, inter alia, that the Restricted ADRs, the Restricted ADSs and the
Restricted Shares are not as of such time Restricted Securities, and (y) instructions from the
Company to remove the restrictions applicable to the Restricted ADRs, the Restricted ADSs and the
Restricted Shares, shall (i) eliminate the distinctions and separations that may have been
established between the applicable Restricted Shares held on deposit under this Section 2.14 and
the other Shares held on deposit under the terms of the Deposit Agreement that are not Restricted
Shares, (ii) treat the newly unrestricted ADRs and ADSs on the same terms as, and fully fungible
with, the other ADRs and ADSs issued and outstanding under the terms of the Deposit Agreement that
are not Restricted ADRs or Restricted ADSs, (iii) take all actions necessary to remove any
distinctions, limitations and restrictions previously existing under this Section 2.14 between the
applicable Restricted ADRs and Restricted ADSs, respectively, on the one hand, and the other ADRs
and ADSs that are not Restricted ADRs or Restricted ADSs, respectively, on the other hand,
including, without limitation, by making the newly-unrestricted ADSs eligible for Pre-Release
Transactions and for inclusion in the applicable book-entry settlement systems.





16









 








ARTICLE III




CERTAIN OBLIGATIONS OF HOLDERS

AND BENEFICIAL OWNERS OF ADSs




     Section 3.1 Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required,
and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and
the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable
taxes or other governmental charges, exchange control approval, legal or beneficial ownership of
ADSs and Deposited Securities, compliance with applicable laws, the terms of the Deposit Agreement
or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Securities, to
execute such certifications and to make such representations and warranties, and to provide such
other information and documentation (or, in the case of Shares in registered form presented for
deposit, such information relating to the registration on the books of the Company or of the Share
Registrar) as the Depositary or the Custodian may deem necessary or proper or as the Company may
reasonably require by written request to the Depositary consistent with its obligations under the
Deposit Agreement and the applicable ADR(s). The Depositary and the Registrar, as applicable, may,
and at the reasonable request of the Company shall, withhold the execution or delivery or
registration of transfer of any ADR or ADS or the distribution or sale of any dividend or
distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of
Section 7.8, the delivery of any Deposited Securities until such proof or other information is
filed or such certifications are executed, or such representations and warranties are made, or such
other documentation or information provided, in each case to the Depositary’s, the Registrar’s and
the Company’s satisfaction. The Depositary shall provide the Company, in a timely manner, with
copies or originals if necessary and appropriate of (i) any such proofs of citizenship or
residence, taxpayer status, or exchange
control approval or copies of written representations and warranties which it receives from Holders
and Beneficial Owners, and (ii) any other information or documents which the Company may reasonably
request and which the Depositary shall request and receive from any Holder or Beneficial Owner or
any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing
herein shall obligate the Depositary to (i) obtain any information for the Company if not provided
by the Holders or Beneficial Owners, or (ii) verify or vouch for the accuracy of the information so
provided by the Holders or Beneficial Owners.



     Section 3.2 Liability for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with
respect to any ADR or any Deposited Securities or ADSs shall be payable by the Holders and
Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold
or deduct from any distributions made in respect of Deposited Securities and may sell for the
account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such
distributions and sale proceeds in payment of such taxes (including applicable interest and
penalties) or charges, the Holder and the Beneficial Owner remaining liable for any deficiency.
Without limitation of the foregoing, the parties hereto agree that to the extent that the Company
is determined by applicable Argentine taxing authorities to be a “substitute taxpayer” for purposes
of the Argentine personal asset tax with respect to any Holder or Beneficial Owner and pursuant to
such determination pays any amounts in respect of such tax, the Company may take any of the



17









 







actions described in the preceding sentence to recover any amounts so paid from the applicable Holder or
Beneficial Owner. The Custodian may refuse the deposit of Shares and the Depositary may refuse to
issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of
ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities until payment in full of
such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to
indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees
and Affiliates for, and to hold each of them harmless from, any claims by any governmental
authority with respect to taxes, additions to tax, penalties or interest arising out of any refund
of taxes, reduced rate of withholding at source or other tax benefit obtained on behalf of such
Holders and Beneficial Owners on the basis of information provided by such Holders and Beneficial
Owners.



     Section 3.3 Representations and Warranties on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent
and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued,
fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar)
rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person
making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and
clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the
Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be,
Restricted Securities (except as contemplated in Section 2.14), and (vi) the Shares presented for
deposit have not been stripped of any rights or entitlements. Such representations and warranties
shall survive the deposit and withdrawal of Shares, the issuance
and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such
representations or warranties are false in any way, the Company and the Depositary shall be
authorized, at the cost and expense of the person depositing Shares, to take any and all actions
necessary to correct the consequences thereof.



     Section 3.4 Compliance with Information Requests. Notwithstanding any other provision of the Deposit Agreement or any ADR(s), each Holder and
Beneficial Owner agrees to comply with requests from the Company pursuant to applicable law, the
rules and requirements of the Buenos Aires Stock Exchange, and any other stock exchange on which
the Shares or ADSs are, or will be, registered, traded or listed or the Articles of Association of
the Company, which are made to provide information, inter alia, as to the capacity in which such
Holder or Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the identity of
any other person(s) interested in such ADSs and the nature of such interest and various other
matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The
Depositary agrees to use its reasonable efforts to forward, upon the request of the Company and at
the Company’s expense, any such request from the Company to the Holders and to forward to the
Company any such responses to such requests received by the Depositary.



     Section 3.5 Ownership Restrictions. Notwithstanding any other provision in the Deposit Agreement or any ADR, the Company may
restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding
limits imposed by applicable law or the Articles of Association of the Company. The Company may
also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer
may result in the total number of Shares represented by the ADSs owned by a single Holder or
Beneficial Owner to exceed any



18









 







such limits. The Company may, in its sole discretion but subject to
applicable law, instruct the Depositary to take action with respect to the ownership interest of
any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence,
including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal
or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial
Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of
such limitations, if and to the extent such disposition is permitted by applicable law and the
Articles of Association of the Company. Nothing herein shall be interpreted as obligating the
Depositary or the Company to ensure compliance with the ownership restrictions described in this
Section 3.5.



     Section 3.6 Reporting Obligations and Regulatory Approvals. Applicable laws and regulations may require holders and beneficial owners of Shares, including
the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory
approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible
for determining and complying with such reporting requirements and obtaining such approvals. Each
Holder and each Beneficial Owner hereby agrees to make such
determination, file such reports, and obtain such approvals to the extent and in the form
required by applicable laws and regulations as in effect from time to time. Neither the
Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be
required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or
satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and
regulations.



19









 





ARTICLE IV




THE DEPOSITED SECURITIES




     Section 4.1 Cash Distributions. Whenever the Company intends to make a distribution of a cash dividend or other cash
distribution, the Company shall give notice thereof to the Depositary at least twenty (20) days
prior to the proposed distribution specifying, inter alia, the record date
applicable for determining the holders of Deposited Securities entitled to receive such
distribution. Upon the timely receipt of such notice, the Depositary shall establish an ADS Record
Date upon the terms described in Section 4.9. Upon receipt of confirmation from the Custodian of
the receipt of any cash dividend or other cash distribution on any Deposited Securities, or upon
receipt of proceeds from the sale of any Deposited Securities or any other entitlements held in
respect of Deposited Securities under the terms hereof, the Depositary will (i) if at the time of
receipt thereof any amounts received in a Foreign Currency can, in the judgment of the Depositary
(pursuant to Section 4.8), be converted on a practicable basis into Dollars transferable to the
United States, promptly convert or cause to be converted such cash dividend, distribution or
proceeds into Dollars (on the terms described in Section 4.8), (ii) if applicable and unless
previously established, establish the ADS Record Date upon the terms described in Section 4.9, and
(iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges of,
and expenses incurred by, the Depositary and (b) taxes withheld) to the Holders entitled thereto as
of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The
Depositary shall distribute only such amount, however, as can be distributed without attributing to
any Holder a fraction of one cent, and any balance not so distributed shall be held by the
Depositary (without liability for interest thereon) and shall be added to and become part of the
next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of
the next distribution. If the Company, the Custodian or the Depositary is required to withhold and
does withhold from any cash dividend or other cash distribution in respect of any Deposited
Securities an amount on account of taxes, duties or other governmental charges, or if the Company
withholds from any cash dividend or other cash distribution in respect of any Deposited Securities
any payments made by the Company on behalf of the Holders in respect of personal property taxes
(bienes personales), the amount distributed to Holders on the ADSs representing such Deposited
Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company,
the Custodian or the Depositary to the relevant governmental authority. Evidence of payment
thereof by the Company shall be forwarded by the Company to the Depositary upon request.



     Section 4.2 Distribution in Shares. Whenever the Company intends to make a distribution that consists of a dividend in, or free
distribution of, Shares, the Company shall give notice thereof to the Depositary at least twenty
(20) days prior to the proposed distribution, specifying, inter alia, the record
date applicable to holders of Deposited Securities entitled to receive such distribution. Upon the
timely receipt of such notice from the Company, the Depositary shall establish the ADS Record Date
upon the
terms described in Section 4.9. Upon receipt of confirmation from the Custodian of the receipt of
the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9,
distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of
the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares
received as such dividend, or free distribution, subject to the other terms of the Deposit
Agreement (including,



20









 







without limitation, (a) the applicable fees and charges of, and expenses
incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take
all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to
the extent permissible by law, thenceforth also represent rights and interests in the additional
integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a)
the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes). In
lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the
case may be, represented by the aggregate of such fractions and distribute the net proceeds upon
the terms described in Section 4.1. In the event that the Depositary determines that any
distribution in property (including Shares) is subject to any tax or other governmental charges
which the Depositary is obligated to withhold, or, if the Company in the fulfillment of its
obligation under Section 5.7, has furnished an opinion of U.S. counsel determining that Shares must
be registered under the Securities Act or other laws in order to be distributed to Holders (and no
such registration statement has been declared effective), the Depositary may, after consultation
with the Company, dispose of all or a portion of such property (including Shares and rights to
subscribe therefor) in such amounts and in such manner, including by public or private sale, as the
Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of
any such sale (after deduction of (a) taxes and (b) fees and charges of, and expenses incurred by,
the Depositary) to Holders entitled thereto upon the terms described in Section 4.1. The
Depositary shall hold and/or distribute any unsold balance of such property in accordance with the
provisions of the Deposit Agreement.



     Section 4.3 Elective Distributions in Cash or Shares. Whenever the Company intends to make a distribution payable at the election of the holders of
Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at
least thirty (30) days prior to the proposed distribution specifying, inter
alia, the record date applicable to holders of Deposited Securities entitled to receive
such elective distribution and whether or not it wishes such elective distribution to be made
available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company
wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall
consult with the Company to determine, and the Company shall assist the Depositary in its
determination, whether it is lawful and reasonably practicable to make such elective distribution
available to the Holders of ADSs. The Depositary shall make such elective distribution available
to Holders only if (i) the Company shall have timely requested that the elective distribution be
made available to Holders, (ii) the Depositary shall have determined that such distribution is
reasonably practicable and (iii) the Depositary shall have received satisfactory documentation
within the terms of Section 5.7. If the above conditions are not satisfied, the Depositary shall
establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by
law, distribute to the Holders, on the basis of the same determination as is made in Argentina in
respect of the Shares for which no
election is made, either (X) cash upon the terms described in Section 4.1 or (Y) additional ADSs
representing such additional Shares upon the terms described in Section 4.2. If the above
conditions are satisfied, the Depositary shall establish an ADS Record Date on the terms described
in Section 4.9 and establish procedures to enable Holders to elect the receipt of the proposed
distribution in cash or in additional ADSs. The Company shall assist the Depositary in
establishing such procedures to the extent necessary. If a Holder elects to receive the proposed
distribution (X) in cash, the distribution shall be made upon the terms described in Section 4.1,
or (Y) in ADSs, the distribution shall be made upon the terms described in Section 4.2. Nothing



21









 







herein shall obligate the Depositary to make available to Holders a method to receive the elective
distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or
any Holder in particular, will be given the opportunity to receive elective distributions on the
same terms and conditions as the holders of Shares.



     Section 4.4 Distribution of Rights to Purchase Additional ADSs.



     (a) Distribution to ADS Holders. Whenever the Company intends to distribute to the
holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall
give notice thereof to the Depositary at least thirty (30) days prior to the proposed
distribution specifying, inter alia, the record date applicable to holders of
Deposited Securities entitled to receive such distribution and whether or not it wishes such rights
to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the
Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult
with the Company to determine, and the Company shall assist the Depositary in its determination,
whether it is lawful and reasonably practicable to make such rights available to the Holders. The
Depositary shall make such rights available to Holders only if (i) the Company shall have timely
requested that such rights be made available to Holders, (ii) the Depositary shall have received
satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have
determined that such distribution of rights is reasonably practicable. In the event any of the
conditions set forth above are not satisfied or if the Company requests that the rights not be made
available to Holders of ADSs, the Depositary shall proceed with the sale of the rights as
contemplated in Section 4.4(b) below. In the event all conditions set forth above are satisfied,
the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.9) and
establish procedures to (x) distribute rights to purchase additional ADSs (by means of warrants or
otherwise), (y) to enable the Holders to exercise such rights (upon payment of the subscription
price and of the applicable (a) fees and charges of, and expenses incurred by, the Depositary and
(b) taxes), and (z) to deliver ADSs upon the valid exercise of such rights. The Company shall
assist the Depositary to the extent necessary in establishing such procedures. Nothing herein
shall obligate the Depositary to make available to the Holders a method to exercise rights to
subscribe for Shares (rather than ADSs).



     (b) Sale of Rights. If (i) the Company does not timely request the Depositary to make
the rights available to Holders or requests that the rights not be made available to Holders, (ii)
the Depositary fails to receive satisfactory documentation within the terms of Section 5.7 or
determines it is not reasonably practicable to make the rights available to Holders, or (iii) any
rights made available are not exercised and appear to be about to lapse, the Depositary shall
determine whether it is lawful and reasonably practicable to sell such rights, in a riskless
principal capacity, at such place and upon such terms (including public or private sale) as it may
deem practicable. The Company shall assist the Depositary to the extent necessary to determine
such legality and practicability. The Depositary shall, upon such sale, convert and distribute
proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the
Depositary and (b) taxes) upon the terms set forth in Section 4.1.



     (c) Lapse of Rights. If the Depositary is unable to make any rights available to
Holders upon the terms described in Section 4.4(a) or to arrange for the sale of the rights upon
the terms described in Section 4.4(b), the Depositary shall allow such rights to lapse.



22









 





     Neither the Company nor the Depositary shall be responsible for (i) any failure to determine
that it may be lawful or practicable to make such rights available to Holders in general or any
Holders in particular, or (ii) any foreign exchange exposure or loss incurred in connection with
such sale, or exercise, or, in the case of the Depositary, the content of any materials forwarded
to the Holders on behalf of the Company in connection with the rights distribution.



     Notwithstanding anything to the contrary in this Section 4.4, if registration (under the
Securities Act or any other applicable law) of the rights or the securities to which any rights
relate may be required in order for the Company to offer such rights or such securities to Holders
and to sell the securities represented by such rights, the Depositary will not distribute such
rights to the Holders (i) unless and until a registration statement under the Securities Act (or
other applicable law) covering such offering is in effect or (ii) unless the Company furnishes the
Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in
any other applicable country in which rights would be distributed, in each case satisfactory to the
Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial
Owners are exempt from, or do not require registration under, the provisions of the Securities Act
or any other applicable laws.



     In the event that the Company, the Depositary or the Custodian shall be required to withhold
and does withhold from any distribution of property (including rights) an amount on account of
taxes or other governmental charges, the amount distributed to the Holders of ADSs representing
such Deposited Securities shall be reduced accordingly. In the event that the Depositary
determines that any distribution in property (including Shares and rights to subscribe therefor) is
subject to any tax or other governmental charges which the Depositary is obligated to withhold, the
Depositary, after consultation with the Company and subject to any applicable laws or regulations,
may dispose of all or a portion of such property (including Shares and rights to subscribe
therefor) in such amounts and in such manner, including by public or private sale, as the
Depositary deems necessary and practicable to pay any such taxes or charges.



     There can be no assurance that Holders generally, or any Holder in particular, will be given
the opportunity to receive or exercise rights on the same terms and conditions as the holders of
Shares or be able to exercise such rights. Nothing herein shall obligate the Company to file any
registration statement in respect of any rights or Shares or other securities to be acquired upon
the exercise of such rights.



     Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares.



     (a) Whenever the Company intends to distribute to the holders of Deposited Securities property
other than cash, Shares or rights to purchase additional Shares, the Company shall give timely
notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to
be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such
distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the
Company shall assist the Depositary, to determine whether such distribution to Holders is lawful
and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company
shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall
have received satisfactory documentation within



23









 







the terms of Section 5.7, and (iii) the Depositary
shall have determined that such distribution is reasonably practicable.



     (b) Upon receipt of satisfactory documentation and the request of the Company to distribute
property to Holders of ADSs and after making the requisite determinations set forth in (a) above,
the Depositary shall distribute the property so received to the Holders of record, as of the ADS
Record Date, in proportion to the number of ADSs held by them respectively and in such manner as
the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment
or net of the applicable fees and charges of, and expenses incurred by, the Depositary, and (ii)
net of any taxes withheld. The Depositary may, after consultation with the Company, dispose of all
or a portion of the property so distributed and deposited, in such amounts and in such manner
(including public or private sale) as the Depositary may deem practicable or necessary to satisfy
any taxes (including applicable interest and penalties) or other governmental charges applicable to
the distribution.



     (c) If (i) the Company does not request the Depositary to make such distribution to Holders or
requests not to make such distribution to Holders, (ii) the Depositary does not receive
satisfactory documentation within the terms of Section 5.7, or (iii) the Depositary determines that
all or a portion of such distribution is not reasonably practicable, the Depositary shall sell or
cause such property to be sold in a public or private sale, at such place or places and upon such
terms as it may deem practicable and shall (i) cause the proceeds of such sale, if any, to be
converted into Dollars and (ii) distribute the proceeds of such conversion received by the
Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and
(b) taxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1. If the
Depositary is unable to sell such property, the Depositary may dispose of such property for the
account of the Holders in any way it deems reasonably practicable under the circumstances.



     Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. Subject to the terms of this Article IV, distributions in respect of Deposited Securities that
are held by the Depositary in bearer form shall be made to the Depositary for the account of the
respective Holders of ADS(s) with respect to which any such distribution is made upon due
presentation by the Depositary or the Custodian to the Company of any relevant coupons, talons, or
certificates. The Company shall promptly notify the Depositary of such distributions. The
Depositary or the Custodian shall promptly present such coupons, talons or certificates, as the
case may be, in connection with any such distribution.



     Section 4.7 Redemption. If the Company intends to exercise any right of redemption in respect of any of the Deposited
Securities, the Company shall give notice thereof to the Depositary
at least thirty (30) days
prior to the intended date of redemption which notice shall set forth the particulars of the
proposed redemption. Upon timely receipt of (i) such notice and (ii) satisfactory documentation
given by the Company to the Depositary within the terms of Section 5.7, and only if the Depositary
shall have determined that such proposed redemption is practicable, the Depositary shall provide to
each Holder a notice setting forth the intended exercise by the Company of the redemption rights
and any other particulars set forth in the Company’s notice to the Depositary. The Depositary
shall instruct the Custodian to present to the Company the Deposited Securities in respect of which
redemption rights are being exercised against payment of the applicable redemption price. Upon
receipt of confirmation from the



24









 







Custodian that the redemption has taken place and that funds
representing the redemption price have been received, the Depositary shall convert, transfer, and
distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by,
the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such
ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2. If less than all
outstanding Deposited Securities are redeemed, the ADSs to be retired will be selected by lot or on
a pro rata basis, as may be determined by the Depositary. The redemption price per ADS shall be
the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the
ADS(s)-to-Share(s) ratio) upon the redemption of the Deposited Securities represented by ADSs
(subject to the terms of Section 4.8 and the applicable fees and charges of, and expenses incurred
by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each
ADS redeemed.



     Section 4.8 Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends
or other distributions or the net proceeds from the sale of securities, property or rights, which
in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or
in any other manner that it may determine in accordance with applicable law, into Dollars
transferable to the United States and distributable to the Holders entitled thereto, the Depositary
shall convert or cause to be converted, by sale or in any other manner that it may determine, such
Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any
reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf
of the Holders in complying with currency exchange control or other governmental requirements) in
accordance with the terms of the applicable sections of the Deposit Agreement, subject, in each
case, to any restrictions under Argentine laws or regulations or applicable permits issued by any
Argentine governmental body. If the Depositary shall have distributed warrants or other
instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such
Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation,
in either case without liability for interest thereon. Such distribution may be
made upon an averaged or other practicable basis without regard to any distinctions among Holders
on account of any application of exchange restrictions or otherwise.



     If such conversion or distribution generally or with regard to a particular Holder can be
effected only with the approval or license of any government or agency thereof, the Depositary
shall have authority to file such application for approval or license, if any, as it may deem
desirable after consultation with the Company, and no such conversion or distribution shall be made
until such license or approval is received. In no event, however, shall the Depositary be
obligated to make such a filing.



     If at any time the Depositary shall determine that in its judgment the conversion of any
Foreign Currency and the transfer and distribution of proceeds of such conversion received by the
Depositary is not practicable or lawful, or if any approval or license of any governmental
authority or agency thereof that is required for such conversion, transfer and distribution is
denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a
reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution
in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and
practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right
to receive such Foreign Currency) to Holders for whom this is lawful and



25









 







practicable or (iii) hold
(or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for
the respective accounts of the Holders entitled to receive the same.



     Section 4.9 Fixing of ADS Record Date. Whenever the Depositary shall receive notice of the fixing of a record date by the Company for
the determination of holders of Deposited Securities entitled to receive any distribution (whether
in cash, Shares, rights, or other distribution), or whenever for any reason the Depositary causes a
change in the number of Shares that are represented by each ADS, or whenever the Depositary shall
receive notice of any meeting of, or solicitation of consents or proxies of, holders of Shares or
other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in
connection with the giving of any notice, solicitation of any consent or any other matter, the
Depositary shall fix a record date (the “ADS Record Date”) for the determination of the
Holders of ADS(s) who shall be entitled to receive such distribution, to give instructions for the
exercise of voting rights at any such meeting, to give or withhold such consent, to receive such
notice or solicitation or to otherwise take action, or to exercise the rights of Holders with
respect to such changed number of Shares represented by each ADS. The Depositary shall establish
the ADS Record Date on the same date, to the extent reasonably practicable, or as closely as
possible to the applicable record date for the Deposited Securities (if any) set by the Company in
Argentina. Subject to applicable law and the provisions of Section 4.1 through 4.8 and to the
other terms and conditions of the Deposit Agreement, only the Holders of ADSs at the close of
business in New York on such ADS Record Date shall be entitled to receive such distribution, to
give such voting instructions, to receive such notice or solicitation, or otherwise take action.



     Section 4.10
Voting of Deposited Securities.



     (a) ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any
meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of
consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record
Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9
hereof. The Depositary shall, if requested in writing by the Company in a timely manner (which
request must be received by the Depositary at least twenty (20) calendar days prior to such meeting) and
provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record
Date a notice which shall contain: (a) such information as is contained in such notice of meeting,
(b) a statement that the Holders at the close of business on the ADS Record Date will be entitled,
subject to any applicable law, the provisions of this Deposit Agreement, the Articles of
Association of the Company and the provisions of, or governing, the Deposited Securities (which
provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the
Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities
represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such
instructions may be given (including an indication that instructions may be deemed to have been
given in accordance with the last sentence of paragraph (b) below if no instructions are received
by the Depositary prior to the deadline set for such purposes, and that the Holder’s ADSs will be
voted in the same manner as the majority of the shares voted upon the proposed resolution). Voting
instructions may be given only in respect of a number of ADSs representing an integral number of
Deposited Securities of the shares voted upon the proposed resolution. In the event the notice of
meeting and request of the Company is not received by the Depositary
at least twenty (20) calendar
days prior to the meeting, the Depositary shall not have any obligation to notify the Holders.
Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may,



26









 







to the
extent not prohibited by law, regulations or applicable stock exchange requirements, in lieu of
distributions of the materials provided to the Depositary in connection with any meeting of, or
solicitation of consents or proxies from, holders of Deposited Securities, distribute to the
Holders a notice that provides Holders with a means to retrieve such materials or receive such
materials upon request (i.e., by reference to a website containing the materials for retrieval or a
contact for requesting copies of the materials). Upon the timely receipt from a Holder of ADSs as
of the ADS Record Date of voting instructions in the manner specified by the Depositary, the
Depositary shall endeavor, insofar as practicable and permitted under applicable law, the
provisions of this Deposit Agreement, and the provisions of Articles of Association of the Company
and the provisions of, or governing, the Deposited Securities, to vote, or cause the Custodian to
vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in
accordance with such voting instructions. If the Depositary timely receives voting instructions
from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited
Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless
otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote
in favor of the items set forth in such voting instructions.



     (b) Voting in the Absence of Instructions. The Depositary agrees not to, and shall take
reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the
Deposited Securities represented by ADSs other than in accordance with the instructions of
Holders as of the ADS Record Date or as provided below. The Depositary shall not exercise any
voting discretion over the Deposited Securities. If the Depositary does not receive instructions
from a Holder as of the ADS Record Date on or before the date established by the Depositary for
such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have
instructed the Depositary to vote the Holder’s ADSs in the same manner as the majority of the
shares voting upon the proposed resolutions or action. Notwithstanding the foregoing, in the event
that (i) the notice of meeting and request of the Company is not received by the Depositary at
least twenty (20) calendar days prior to the meeting and (ii) the Depositary does not receive
instructions from a Holder, the Depositary shall not have any obligation to vote or cause to be
voted the Deposited Securities represented by such Holder’s ADSs.



     (c) Legal Prohibitions. Notwithstanding anything contained in this Deposit Agreement or any
ADR to the contrary, the Depositary shall not have any obligation to take any action with respect
to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the
taking of such action would violate U.S. or Argentine laws. The Company agrees to take any and all
actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights
accruing to the Deposited Securities and to deliver to the Depositary, if requested by the
Depositary, an opinion of counsel addressing any actions to be taken.



     There can be no assurance that Holders generally or any Holder in particular will receive the
notice described above with sufficient time to enable the Holder to return voting instructions to
the Depositary in a timely manner. The Company shall have no obligation and shall not be subject
to any liability to any Holder in such case if the Company complied with its obligation to provide
timely notice to the Depositary in accordance with this Section 4.10.




     Any shareholder (including the holders of Deposited Securities) of the Company who votes on
any matter involving the Company in which the shareholder’s interests conflict with the



27









 







interests
of the Company may be liable under Argentine law for damages to the Company resulting from such
shareholder’s vote, but only if the matter would not have been approved without the shareholder’s
vote. In addition, under Argentine law, shareholders who vote in favor of a resolution that is
subsequently declared void by a court as contrary to Argentine law, applicable Argentine
regulations or the Articles of Association may be held jointly and severally liable for damages to
the Company, other shareholders or third parties resulting from that resolution.



     Section 4.11 Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation or any other
reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger,
consolidation or sale of assets affecting the Company or to which it is a party, any securities
which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or
replacement of or otherwise in respect of, such Deposited Securities shall, to the extent permitted
by law, be treated as new Deposited Securities under the Deposit Agreement, and the ADRs shall,
subject to the provisions of the Deposit Agreement and applicable law, evidence ADSs representing
the right to receive such additional securities. In giving effect to such
change, split-up, cancellation, consolidation or other reclassification of Deposited Securities,
recapitalization, reorganization, merger, consolidation or sale of assets, the Depositary may, with
the Company’s approval, and shall, if the Company shall so request, subject to the terms of the
Deposit Agreement and receipt of an opinion of counsel to the Company satisfactory to the
Depositary that such actions are not in violation of any applicable laws or regulations, (i) issue
and deliver additional ADSs as in the case of a stock dividend on the Shares, (ii) amend the
Deposit Agreement and the applicable ADRs, (iii) amend the applicable Registration Statement(s) on
Form F-6 as filed with the Commission in respect of the ADSs, (iv) call for the surrender of
outstanding ADRs to be exchanged for new ADRs, and (v) take such other actions as are appropriate
to reflect the transaction with respect to the ADSs. The Company agrees to, jointly with the
Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the
issuance of such new form of ADRs. Notwithstanding the foregoing, in the event that any security
so received may not be lawfully distributed to some or all Holders, the Depositary may, with the
Company’s approval, and shall, if the Company requests, subject to receipt of an opinion of
Company’s counsel satisfactory to the Depositary that such action is not in violation of any
applicable laws or regulations, sell such securities at public or private sale, at such place or
places and upon such terms as it may deem proper and may allocate the net proceeds of such sales
(net of (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) for the
account of the Holders otherwise entitled to such securities upon an averaged or other practicable
basis without regard to any distinctions among such Holders and distribute the net proceeds so
allocated to the extent practicable as in the case of a distribution received in cash pursuant to
Section 4.1. Neither the Company nor the Depositary shall be responsible for (i) any failure to
determine that it may be lawful or feasible to make such securities available to Holders in general
or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection
with such sale, or (iii) any liability to the purchaser of such securities.



     Section 4.12 Available Information. The Company is subject to the periodic reporting requirements of the Exchange Act and,
accordingly, is required to file or submit certain reports with the Commission. These reports can
be retrieved from the Commission’s website (www.sec.gov) and can be inspected and copied at the
public reference facilities maintained by



28









 







the Commission located (as of the date of the Deposit
Agreement) at 100 F Street, N.E., Washington D.C. 20549.



     Section 4.13 Reports. The Depositary shall make available for inspection by Holders at its Principal Office any
reports and communications, including any proxy soliciting materials, received from the Company
which are both (a) received by the Depositary, the Custodian, or the nominee of either of them as
the holder of the Deposited Securities and (b) made generally available to the holders of such
Deposited Securities by the Company. The Depositary shall also provide or make available to
Holders copies of such reports when furnished by the Company pursuant to Section 5.6.



     Section 4.14 List of Holders. Promptly upon written request by the Company, the Depositary shall furnish to it a list, as of
a recent date, of the names, addresses and holdings of ADSs of all Holders.



     Section 4.15 Taxation. The Depositary will, and will instruct the Custodian to, forward to the Company or its agents
such information from its records as the Company may reasonably request to enable the Company or
its agents to file the necessary tax reports with governmental authorities or agencies. The
Depositary, the Custodian or the Company and its agents may file such reports as are necessary to
reduce or eliminate applicable taxes on dividends and on other distributions in respect of
Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners.
In accordance with instructions from the Company and to the extent practicable, the Depositary or
the Custodian will take reasonable administrative actions to obtain tax refunds, reduced
withholding of tax at source on dividends and other benefits under applicable tax treaties or laws
with respect to dividends and other distributions on the Deposited Securities. As a condition to
receiving such benefits, Holders and Beneficial Owners of ADSs may be required from time to time,
and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership
(as applicable), to execute such certificates and to make such representations and warranties, or
to provide any other information or documents, as the Depositary or the Custodian may deem
necessary or proper to fulfill the Depositary’s or the Custodian’s obligations under applicable
law. The Holders and Beneficial Owners shall indemnify the Depositary, the Company, the Custodian
and any of their respective directors, employees, agents and Affiliates against, and hold each of
them harmless from, any claims by any governmental authority with respect to taxes, additions to
tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at
source or other tax benefit obtained on behalf of such Holders and Beneficial Owners on the basis
of information provided by such Holders and Beneficial Owners.



     If the Company (or any of its agents) withholds from any distribution any amount on account of
taxes or governmental charges, or pays any other tax in respect of such distribution (i.e., stamp
duty tax, capital gains or other similar tax), the Company shall (and shall cause such agent to)
remit promptly to the Depositary information about such taxes or governmental charges withheld or
paid, and, if so requested, the tax receipt (or other proof of payment to the applicable
governmental authority) therefor, in each case, in a form reasonably satisfactory to the
Depositary. The Depositary shall, to the extent required by U.S. law, report to Holders any taxes
withheld by it or the Custodian, and, if such information is provided to it by the Company, any
taxes withheld by the Company. The Depositary and the Custodian shall not be required to



29









 







provide
the Holders with any evidence of the remittance by the Company (or its agents) of any taxes
withheld, or of the payment of taxes by the Company, except to the extent the evidence is provided
by the Company to the Depositary or the Custodian, as applicable. Neither the Depositary nor the
Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits
of credits on the basis of non-U.S. tax paid against such Holder’s or Beneficial Owner’s income tax
liability.



     The Depositary is under no obligation to provide the Holders and Beneficial Owners with any
information about the tax status of the Company. The Depositary shall not incur any liability for
any tax consequences that may be incurred by Holders and Beneficial Owners on account of their
ownership of the ADSs, including without limitation, tax consequences resulting from the Company
(or any of its subsidiaries) being treated as a “Passive Foreign Investment Company” (in each case
as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise.



ARTICLE V




THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY




     Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall
maintain in the Borough of Manhattan, the City of New York, an office and facilities for the
issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal
of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and
split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued,
transferred, combined or split-up, in each case in accordance with the provisions of the Deposit
Agreement.



     The Registrar shall keep books for the registration of ADSs which at all reasonable times
shall be open for inspection by the Company and by the Holders of such ADSs, provided that such
inspection shall not be, to the Registrar’s knowledge, for the purpose of communicating with
Holders of such ADSs in the interest of a business or object other than the business of the Company
or other than a matter related to the Deposit Agreement or the ADSs.



     The Registrar may, upon notice to the Company, close the transfer books with respect to the
ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in
connection with the performance of its duties hereunder, or at the reasonable written request of
the Company subject, in all cases, to Section 7.8.



     If any ADSs are listed on one or more stock exchanges or automated quotation systems in the
United States, the Depositary shall act as Registrar or, upon the reasonable request or with the
approval of the Company (which shall not be unreasonably withheld), appoint a Registrar or one or
more co-registrars for registration of issuances, cancellations, transfers, combinations and
split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued,
transferred, combined or split-up, in accordance with any requirements of such exchanges or
systems. Such Registrar or co-registrars may be removed and a substitute or substitutes



30









 







appointed
by the Depositary, upon the reasonable request or with the approval of the Company (which shall not
be unreasonably withheld).



     Section 5.2 Exoneration. Neither the Depositary nor the Company shall be obligated to do or perform any act which is
inconsistent with the provisions of the Deposit Agreement or incur any liability (i) if the
Depositary or the Company shall be prevented or forbidden from, or delayed in, doing or performing
any act or thing required by the terms of the Deposit Agreement, by reason of any provision of any
present or future law or regulation of the United States, Argentina or any other country, or of any
other governmental authority or regulatory authority or stock exchange, or on account of the
possible criminal or civil penalties or restraint, or by reason of any provision, present or
future, of the Articles of Association of the Company or any provision of or governing any
Deposited Securities, or by reason of any act of God or war or other circumstances beyond its
control (including, without limitation, nationalization, expropriation, currency restrictions, work
stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and
computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion
provided for in the Deposit Agreement or in the Articles of Association of the Company or
provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon
the advice of or information from legal counsel, accountants, any person presenting Shares for
deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person
believed by it in good faith to be competent to give such advice or information, (iv) for the
inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or
other benefit which is made available to holders of Deposited Securities but is not, under the
terms of the Deposit Agreement, made available to Holders of ADSs, or (v) for any consequential or
punitive damages for any breach of the terms of the Deposit Agreement.



     The Depositary, its controlling persons, its agents, any Custodian and the Company, its
controlling persons and its agents may rely and shall be protected in acting upon any written
notice, request or other document believed by it to be genuine and to have been signed or presented
by the proper party or parties.



     No disclaimer of liability under the Securities Act is intended by any provision of the
Deposit Agreement.



     Section 5.3 Standard of Care. The Company and the Depositary assume no obligation and shall not be subject to any liability
under the Deposit Agreement or any ADRs to any Holder(s) or Beneficial Owner(s), except that the
Company and the Depositary agree to perform their respective obligations specifically set forth in
the Deposit Agreement or the applicable ADRs without negligence or bad faith.



     Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their
respective controlling persons, or agents, shall be under any obligation to appear in, prosecute or
defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of
the ADSs, which in its opinion may involve it in expense or liability, unless indemnity
satisfactory to it against all expense (including fees and disbursements of counsel) and liability
be furnished as often as may be required (and no Custodian shall be under any obligation



31









 







whatsoever
with respect to such proceedings, the responsibility of the Custodian being solely to the
Depositary).



     The Depositary and its agents shall not be liable for any failure to carry out any
instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast
or the effect of any vote, provided that any such action or omission is in good faith and in
accordance with the terms of the Deposit Agreement. The Depositary shall not incur any liability
for any failure to determine that any distribution or action may be lawful or reasonably
practicable, for the content of any information submitted to it by the Company for distribution to
the Holders or for any inaccuracy of any translation thereof, for any investment risk associated
with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited
Securities or for any tax consequences that may result from the ownership of ADSs, Shares or
Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to
lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the
Company, or for any action of or failure to act by, or any information provided or not provided by,
DTC or any DTC Participant.



     Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor
Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of resignation
delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after
delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions
contemplated in Section 6.2), or (ii) the appointment by the Company of a successor depositary and
its acceptance of such appointment as hereinafter provided.



     The Depositary may at any time be removed by the Company by written notice of such removal,
which removal shall be effective on the later of (i) the 90th day after delivery thereof to the
Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section
6.2), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of
such appointment as hereinafter provided.



     In case at any time the Depositary acting hereunder shall resign or be removed, the Company
shall use its best efforts to appoint a successor depositary, which shall be a bank or trust
company having an office in the Borough of Manhattan, the City of New York. Every successor
depositary shall be required by the Company to execute and deliver to its predecessor and to the
Company an instrument in writing accepting its appointment hereunder, and thereupon such successor
depositary, without any further act or deed (except as required by applicable law), shall become
fully vested with all the rights, powers, duties and obligations of its predecessor (other than as
contemplated in Sections 5.8 and 5.9). The predecessor depositary, upon payment of all sums due it
and on the written request of the Company shall, (i) execute and deliver an instrument transferring
to such successor all rights and powers of such predecessor hereunder (other than as contemplated
in Sections 5.8 and 5.9), (ii) duly assign, transfer and deliver all right, title and interest to
the Deposited Securities to such successor, and (iii) deliver to such successor a list of the
Holders of all outstanding ADSs and such other information relating to ADSs and Holders thereof as
the successor may reasonably request. Any such successor depositary shall promptly provide notice
of its appointment to such Holders.




32












 





     Any corporation into or with which the Depositary may be merged or consolidated shall be the
successor of the Depositary without the execution or filing of any document or any further act.



     Section 5.5 The Custodian. The Depositary has initially appointed Citibank, N.A. – Buenos
Aires as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in
acting hereunder shall be subject at all times and in all respects to the direction of the
Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be
responsible solely to it. If any Custodian resigns or is discharged from its duties hereunder with
respect to any Deposited Securities and no other Custodian has previously been appointed hereunder,
the Depositary, in consultation with the Company, shall promptly appoint a substitute custodian.
The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the
Delivery of, the Deposited Securities held by it, together with all such records maintained by it
as Custodian with respect to such Deposited Securities as the Depositary may request, to the
Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion,
that it is appropriate to do so, it may, in consultation with the Company, appoint an additional
custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any
Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian
hereunder with respect to the Deposited Securities. Immediately upon any such change, the
Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and
the Company.



     Citibank, N.A. may at any time act as Custodian of the Deposited Securities pursuant to the
Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A. solely in its
capacity as Custodian pursuant to the Deposit Agreement. The Depositary shall give notice as early
as is practicable to the Company, any Holders of ADSs or any other Custodian of its acting as
Custodian pursuant to the Deposit Agreement.



     Upon the appointment of any successor depositary, any Custodian then acting hereunder shall,
unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited
Securities without any further act or writing, and shall be subject to the direction of the
successor depositary. The successor depositary so appointed shall, nevertheless, on the written
request of any Custodian, execute and deliver to such Custodian all such instruments as may be
proper to give to such Custodian full and complete power and authority to act on the direction of
such successor depositary.



33









 





     Section 5.6 Notices and Reports. On or before the first date on which the Company gives
notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited
Securities, or of any adjourned meeting of such holders, or of the taking of any action by such
holders other than at a meeting, or of the taking of any action in respect of any cash or other
distributions or the offering of any rights in respect of Deposited Securities, the Company shall
transmit to the Depositary and the Custodian a copy of the notice thereof in the English language
but otherwise in the form given or to be given to holders of Shares or other Deposited Securities.
The Company shall also furnish to the Custodian and the Depositary a summary, in English, of any
applicable provisions or proposed
provisions of the Articles of Association of the Company that may be relevant or pertain to such
notice of meeting or be the subject of a vote thereat.



     The Company will also transmit to the Depositary (a) an English language version of the other
notices, reports and communications which are made generally available by the Company to holders of
its Shares or other Deposited Securities and (b) the English-language versions of the Company’s
annual and semi-annual reports prepared in accordance with the applicable requirements of the
Commission. The Depositary shall arrange, at the request of the Company and at the Company’s
expense, to provide copies thereof to all Holders or make such notices, reports and other
communications available to all Holders on a basis similar to that for holders of Shares or other
Deposited Securities or on such other basis as the Company may advise the Depositary or as may be
required by any applicable law, regulation or stock exchange requirement. The Company has
delivered to the Depositary and the Custodian a copy of the Company’s Articles of Association along
with the provisions of or governing the Shares and any other Deposited Securities issued by the
Company in connection with such Shares, and promptly upon any amendment thereto or change therein,
the Company shall deliver to the Depositary and the Custodian a copy of such amendment thereto or
change therein. The Depositary may rely upon such copy for all purposes of the Deposit Agreement.



     The Depositary will, at the expense of the Company, make available a copy of any such notices,
reports or communications issued by the Company and delivered to the Depositary for inspection by
the Holders of the ADSs at the Depositary’s Principal Office, at the office of the Custodian and at
any other designated transfer office.



     Section 5.7 Issuance of Additional Shares, ADSs etc. The Company agrees that in the event
it or any of its Affiliates proposes (i) an issuance, sale or distribution of additional Shares,
(ii) an offering of rights to subscribe for Shares or other Deposited Securities, (iii) an issuance
or assumption of securities convertible into or exchangeable for Shares, (iv) an issuance of rights
to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend
of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of
Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of
securities, merger or consolidation or transfer of assets, or (viii) any assumption,
reclassification, recapitalization, reorganization, merger, consolidation or sale of assets which
affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to
ensure that the proposed transaction does not violate the registration provisions of the Securities
Act, or any other applicable laws (including, without limitation, the Investment Company Act of
1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). In support
of the foregoing, the Company will furnish to the Depositary (a) a written opinion of U.S. counsel
(reasonably satisfactory to the Depositary) stating whether such transaction (1) requires a



34









 







registration statement under the Securities Act to be in effect or (2) is exempt from the
registration requirements of the Securities Act and (b) an opinion of Argentine counsel stating
that (1) making the transaction available to Holders and Beneficial Owners does not violate the
laws or regulations of Argentina and (2) all requisite regulatory consents and approvals have been
obtained in Argentina. If the filing of a registration statement is required, the Depositary shall
not have any obligation to proceed with the transaction unless it shall have received evidence
reasonably satisfactory to it that such
registration statement has been declared effective. If, being advised by counsel, the Company
determines that a transaction is required to be registered under the Securities Act, the Company
will either (i) register such transaction to the extent necessary, (ii) alter the terms of the
transaction to avoid the registration requirements of the Securities Act or (iii) direct the
Depositary to take specific measures, in each case as contemplated in the Deposit Agreement, to
prevent such transaction from violating the registration requirements of the Securities Act. The
Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any
time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a
sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by
any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares,
securities convertible into or exchangeable for Shares or rights to subscribe for such securities,
unless such transaction and the securities issuable in such transaction do not violate the
registration provisions of the Securities Act, or any other applicable laws (including, without
limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities
laws of the states of the U.S.).



     Notwithstanding anything else contained in the Deposit Agreement, nothing in the Deposit
Agreement shall be deemed to obligate the Company to file any registration statement in respect of
any proposed transaction.



     Section 5.8 Indemnification. The Depositary agrees to indemnify the Company and its
directors, officers, employees, agents and Affiliates against, and hold each of them harmless from,
any direct loss, liability, tax, charge or expense of any kind whatsoever (including, but not
limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or
omitted by the Depositary under the terms hereof due to the negligence or bad faith of the
Depositary.



     The Company agrees to indemnify the Depositary, the Custodian and any of their respective
directors, officers, employees, agents and Affiliates against, and hold each of them harmless from,
any direct loss, liability, tax (other than taxes measured by or imposed upon the Depositary’s net
income), charge or expense of any kind whatsoever (including, but not limited to, the reasonable
fees and expenses of counsel) that may arise (a) out of or in connection with any offer, issuance,
sale, resale, transfer, deposit or withdrawal of ADRs, ADSs, the Shares, or other Deposited
Securities, as the case may be, (b) out of or as a result of any offering documents in respect
thereof or (c) out of acts performed or omitted, including, but not limited to, any delivery by the
Depositary on behalf of the Company of information regarding the Company in connection with the
Deposit Agreement, the ADRs, the ADSs, the Shares, or any Deposited Securities, in any such case
(i) by the Depositary, the Custodian or any of their respective directors, officers, employees,
agents and Affiliates, except to the extent such loss, liability, tax, charge or expense is due to
the negligence or bad faith of any of them, or (ii) by the Company or any of its directors,
officers, employees, agents and Affiliates.



35









 





     The obligations set forth in this Section shall survive the termination of the Deposit
Agreement and the succession or substitution of any party hereto.



     Any person seeking indemnification hereunder (an “indemnified person”) shall notify the person
from whom it is seeking indemnification (the “indemnifying person”) of the commencement of any
indemnifiable action or claim promptly after such indemnified person becomes aware of such
commencement (provided that the failure to make such notification shall not affect such indemnified
person’s rights to seek indemnification except to the extent the indemnifying person is materially
prejudiced by such failure) and shall consult in good faith with the indemnifying person as to the
conduct of the defense of such action or claim that may give rise to an indemnity hereunder, which
defense shall be reasonable in the circumstances. No indemnified person shall compromise or settle
any action or claim that may give rise to an indemnity hereunder without the consent of the
indemnifying person, which consent shall not be unreasonably withheld.



     Section 5.9 Fees and Charges of Depositary. The Company, the Holders, the Beneficial
Owners, and persons depositing Shares or surrendering ADSs for cancellation and withdrawal of
Deposited Securities shall be required to pay to the Depositary the Depositary’s fees and related
charges identified as payable by them respectively in the Fee Schedule attached hereto as
Exhibit B. All fees and charges so payable may, at any time and from time to time, be
changed by agreement between the Depositary and the Company, but, in the case of fees and charges
payable by Holders and Beneficial Owners, only in the manner contemplated in Section 6.1. The
Depositary shall provide, without charge, a copy of its latest fee schedule to anyone upon request.



     Depositary Fees payable upon (i) deposit of Shares against issuance of ADSs and (ii) surrender
of ADSs for cancellation and withdrawal of Deposited Securities will be charged by the Depositary
to the person to whom the ADSs so issued are delivered (in the case of ADS issuances) and to the
person who delivers the ADSs for cancellation to the Depositary (in the case of ADS cancellations).
In the case of ADSs issued by the Depositary into DTC or presented to the Depositary via DTC, the
ADS issuance and cancellation fees will be payable to the Depositary by the DTC Participant(s)
receiving the ADSs from the Depositary or the DTC Participant(s) surrendering the ADSs to the
Depositary for cancellation, as the case may be, on behalf of the Beneficial Owner(s) and will be
charged by the DTC Participant(s) to the account(s) of the applicable Beneficial Owner(s) in
accordance with the procedures and practices of the DTC participant(s) as in effect at the time.
Depositary fees in respect of distributions are payable to the Depositary by Holders as of the
applicable ADS Record Date established by the Depositary. In the case of distributions of cash,
the amount of the applicable Depositary fees is deducted by the Depositary from the funds being
distributed. In the case of distributions other than cash, the Depositary will invoice the
applicable Holders as of the ADS Record Date established by the Depositary. For ADSs held through
DTC, the Depositary fees for distributions other than cash are charged by the Depositary to the DTC
Participants in accordance with the procedures and practices prescribed by DTC from time to time
and the DTC Participants in turn charge the amount of such fees to the Beneficial Owners for whom
they hold ADSs.



36









 





     The Depositary may reimburse the Company, such reimbursement may include all or a portion of
the Depositary fees charged, for certain expenses incurred by the Company in respect of the ADR
program established pursuant to the Deposit Agreement upon such terms and
conditions as the Company and the Depositary have agreed upon and as may be further agreed
upon from time to time. The Company shall pay to the Depositary such fees and charges and
reimburse the Depositary for such reasonable out-of-pocket expenses as the Depositary and the
Company may agree from time to time. Responsibility for payment of such charges and reimbursements
may from time to time be changed by agreement between the Company and the Depositary. Unless
otherwise agreed, the Depositary shall present its statement for such expenses and fees or charges
to the Company once every three months. The charges and expenses of the Custodian are for the sole
account of the Depositary.



     The right of the Depositary to receive payment of fees, charges and expenses as provided above
shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation
or removal of such Depositary as described in Section 5.4, such right shall extend for those fees,
charges and expenses incurred prior to the effectiveness of such resignation or removal.



     Section 5.10 Pre-Release Transactions. Subject to the further terms and provisions of this
Section 5.10, the Depositary, its Affiliates and their agents, on their own behalf, may own and
deal in any class of securities of the Company and its Affiliates and in ADSs. In its capacity as
Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary
may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.3 and (ii) deliver Shares
prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.7,
including ADSs which were issued under (i) above but for which Shares may not have been received
(each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in
lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such
Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity
(the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the
time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are
to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the
Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust
for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y)
unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such
Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary
deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or
such other collateral or comparable safety or liquidity as the Depositary deems appropriate, (c)
terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to
such further indemnities and credit regulations as the Depositary deems appropriate. The
Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release
Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect
to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to
change or disregard such limit from time to time as it deems reasonably appropriate.



     The Depositary may also set limits with respect to the number of ADSs and Shares involved in
Pre-Release Transactions with any one person on a case-by-case basis as it deems



37









 







appropriate. The
Depositary may retain for its own account any compensation received by it in
conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the
earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).



     Section 5.11 Restricted Securities Owners. The Company agrees to advise in writing each of
the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such
Restricted Securities are ineligible for deposit hereunder (except under the circumstances
contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons to
represent in writing that such person will not deposit Restricted Securities hereunder (except
under the circumstances contemplated in Section 2.14).



ARTICLE VI




AMENDMENT AND TERMINATION




     Section 6.1 Amendment/Supplement. Subject to the terms and conditions of this Section 6.1
and applicable law, the ADRs outstanding at any time, the provisions of the Deposit Agreement and
the form of ADR attached hereto and to be issued under the terms hereof may at any time and from
time to time be amended or supplemented by written agreement between the Company and the Depositary
in any respect which they may deem necessary or desirable without the prior written consent of the
Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees
or charges (other than charges in connection with foreign exchange control regulations, and taxes
and other governmental charges, delivery and other such expenses), or which shall otherwise
materially prejudice any substantial existing right of Holders or Beneficial Owners, shall not,
however, become effective as to outstanding ADSs until the expiration of thirty (30) days after
notice of such amendment or supplement shall have been given to the Holders of outstanding ADSs.
Notice of any amendment to the Deposit Agreement or any ADR shall not need to describe in detail
the specific amendments effectuated thereby, and failure to describe the specific amendments in any
such notice shall not render such notice invalid, provided, however, that, in each
such case, the notice given to the Holders identifies a means for Holders and Beneficial Owners to
retrieve or receive the text of such amendment (i.e., upon retrieval from the Commission’s, the
Depositary’s or the Company’s website or upon request from the Depositary). The parties hereto
agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the
Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the
Securities Act or (b) the ADSs to be settled solely in electronic book-entry form and (ii) do not
in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed
not to materially prejudice any substantial rights of Holders or Beneficial Owners. Every Holder
and Beneficial Owner at the time any amendment or supplement so becomes effective shall be deemed,
by continuing to hold such ADSs, to consent and agree to such amendment or supplement and to be
bound by the Deposit Agreement and the ADR, if applicable, as amended or supplemented thereby. In
no event shall any amendment or supplement impair the right of the Holder to surrender such ADS and
receive therefor the Deposited Securities represented thereby, except in order to comply with
mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body
should adopt new
laws, rules or regulations which would require an amendment of, or supplement to, the Deposit
Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement
the Deposit Agreement and any ADRs at any time in



38









 







accordance with such changed laws, rules or
regulations. Such amendment or supplement to the Deposit Agreement and any ADRs in such
circumstances may become effective before a notice of such amendment or supplement is given to
Holders or within any other period of time as required for compliance with such laws, rules or
regulations.



     Section 6.2 Termination. The Depositary shall, at any time at the written direction of the
Company, terminate the Deposit Agreement by distributing notice of such termination to the Holders
of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for
such termination. If ninety (90) days shall have expired after (i) the Depositary shall have
delivered to the Company a written notice of its election to resign, or (ii) the Company shall have
delivered to the Depositary a written notice of the removal of the Depositary, and, in either case,
a successor depositary shall not have been appointed and accepted its appointment as provided in
Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by
distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty
(30) days prior to the date fixed in such notice for such termination. The date so fixed for
termination of the Deposit Agreement in any termination notice so distributed by the Depositary to
the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date,
the Depositary shall continue to perform all of its obligations under the Deposit Agreement, and
the Holders and Beneficial Owners will be entitled to all of their rights under the Deposit
Agreement.



     If any ADSs shall remain outstanding after the Termination Date, the Registrar and the
Depositary shall not, after the Termination Date, have any obligation to perform any further acts
under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms
and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions
pertaining to Deposited Securities, (ii) sell securities and other property received in respect of
Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other
distributions received with respect thereto and the net proceeds of the sale of any securities or
other property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging,
as the case may be, in each case, the fees and charges of, and expenses incurred by, the
Depositary, and all applicable taxes or governmental charges for the account of the Holders and
Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement),
and (iv) take such actions as may be required under applicable law in connection with its role as
Depositary under the Deposit Agreement.



     At any time following thirty days after the Termination Date, the Depositary may sell the
Deposited Securities then held under the Deposit Agreement and shall after such sale hold
un-invested the net proceeds of such sale, together with any other cash then held by it under the
Deposit Agreement, in an un-segregated account and without liability for interest, for the pro -
rata benefit of the Holders whose ADSs have not theretofore been surrendered. After making such
sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except
(i) to account for such net proceeds and other cash (after deducting, or charging, as the case may
be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and
all applicable taxes or governmental charges for the account of the Holders and Beneficial
Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (ii) as
may be required at law in connection with the termination of the Deposit Agreement. After the
Termination Date, the Company shall be discharged from all obligations under the Deposit



39









 







Agreement,
except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit
Agreement. The obligations under the terms of the Deposit Agreement of Holders and Beneficial
Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall
be discharged only when the applicable ADSs are presented by their Holders to the Depositary for
cancellation under the terms of the Deposit Agreement.



ARTICLE VII




MISCELLANEOUS




     Section 7.1 Counterparts. The Deposit Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of such counterparts together shall
constitute one and the same agreement. Copies of the Deposit Agreement shall be maintained with
the Depositary and shall be open to inspection by any Holder during business hours.



     Section 7.2 No Third-Party Beneficiaries. The Deposit Agreement is for the exclusive
benefit of the parties hereto (and their successors) and shall not be deemed to give any legal or
equitable right, remedy or claim whatsoever to any other person, except to the extent specifically
set forth in the Deposit Agreement. Nothing in the Deposit Agreement shall be deemed to give rise
to a partnership or joint venture among the parties nor establish a fiduciary or similar
relationship among the parties. The parties hereto acknowledge and agree that (i) the Depositary
and its Affiliates may at any time have multiple banking relationships with the Company and its
Affiliates, (ii) the Depositary and its Affiliates may be engaged at any time in transactions in
which parties adverse to the Company or the Holders or Beneficial Owners may have interests and
(iii) nothing contained in the Deposit Agreement shall (a) preclude the Depositary or any of its
Affiliates from engaging in such transactions or establishing or maintaining such relationships,
and (b) obligate the Depositary or any of its Affiliates to disclose such transactions or
relationships or to account for any profit made or payment received in such transactions or
relationships.



     Section 7.3 Severability. In case any one or more of the provisions contained in the
Deposit Agreement or in the ADRs should be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein or
therein shall in no way be affected, prejudiced or disturbed thereby.



     Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect.
The Holders and Beneficial Owners from time to time of ADSs issued hereunder shall be parties
to the Deposit Agreement and shall be bound by all of the terms and conditions hereof and of any
ADR evidencing their ADSs by acceptance thereof or any beneficial interest therein.



     Section 7.5 Notices. Any and all notices to be given to the Company shall be deemed to
have been duly given if personally delivered or sent by mail, air courier or cable, telex or
facsimile transmission, confirmed by letter personally delivered or sent by mail or air courier,
addressed to Petrobras Energía S.A., [ADDRESS], [FACSIMILE NO.], Attention: [Company
Secretary], or to any other address which the Company may specify in writing to the Depositary.



40









 





     Any and all notices to be given to the Depositary shall be deemed to have been duly given if
personally delivered or sent by mail, air courier or cable, telex or facsimile transmission,
confirmed by letter personally delivered or sent by mail or air courier, addressed to Citibank,
N.A., 388 Greenwich Street, New York, New York 10013, U.S.A., Attention: Depositary
Receipts Department, or to any other address which the Depositary may specify in writing to the
Company.



     Any and all notices to be given to any Holder shall be deemed to have been duly given if
(a) personally delivered or sent by mail or cable, telex or facsimile transmission, confirmed by
letter, addressed to such Holder at the address of such Holder as it appears on the books of the
Depositary or, if such Holder shall have filed with the Depositary a request that notices intended
for such Holder be mailed to some other address, at the address specified in such request, or
(b) if a Holder shall have designated such means of notification as an acceptable means of
notification under the terms of the Deposit Agreement, by means of electronic messaging addressed
for delivery to the e-mail address designated by the Holder for such purpose. Notice to Holders
shall be deemed to be notice to Beneficial Owners for all purposes of the Deposit Agreement.
Failure to notify a Holder or any defect in the notification to a Holder shall not affect the
sufficiency of notification to other Holders or to the Beneficial Owners of ADSs held by such other
Holders.



     Delivery of a notice sent by mail, air courier or cable, telex or facsimile transmission shall
be deemed to be effective at the time when a duly addressed letter containing the same (or a
confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage
prepaid, in a post-office letter box or delivered to an air courier service, without regard for the
actual receipt or time of actual receipt thereof by a Holder. The Depositary or the Company may,
however, act upon any cable, telex or facsimile transmission received by it from any Holder, the
Custodian, the Depositary, or the Company, notwithstanding that such cable, telex or facsimile
transmission shall not be subsequently confirmed by letter.



     Delivery of a notice by means of electronic messaging shall be deemed to be effective at the
time of the initiation of the transmission by the sender (as shown on the sender’s records),
notwithstanding that the intended recipient retrieves the message at a later date, fails to
retrieve such message, or fails to receive such notice on account of its failure to maintain the
designated e-mail address, its failure to designate a substitute e-mail address or for any other
reason.



     Section 7.6 Governing Law and Jurisdiction. The Deposit Agreement and the ADRs shall be
interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and
thereof shall be governed by, the laws of the State of New York without reference to the principles
of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement, any ADR or
any present or future provisions of the laws of the State of New York, the rights of holders of
Shares and of any other Deposited Securities and the obligations and duties of the Company in
respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the
laws of Argentina (or, if applicable, such other laws as may govern the Deposited Securities).



     Except as set forth in the following paragraph of this Section 7.6, the Company and the
Depositary agree that the federal or state courts in the City of New York shall have jurisdiction



41









 







to hear and determine any suit, action or proceeding and to settle any dispute between them that
may arise out of or in connection with the Deposit Agreement and, for such purposes, each
irrevocably submits to the non-exclusive jurisdiction of such courts. The Company hereby
irrevocably designates, appoints and empowers CT Corporation System (the “Agent”) now at
111 Eighth Avenue, New York, NY 10011 as its authorized agent to receive and accept for and on its
behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal
process, summons, notices and documents that may be served in any suit, action or proceeding
brought against the Company in any federal or state court as described in the preceding sentence or
in the next paragraph of this Section 7.6. If for any reason the Agent shall cease to be available
to act as such, the Company agrees to designate a new agent in New York on the terms and for the
purposes of this Section 7.6 reasonably satisfactory to the Depositary. The Company further hereby
irrevocably consents and agrees to the service of any and all legal process, summons, notices and
documents in any suit, action or proceeding against the Company, by service by mail of a copy
thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to
be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed
to the Company by registered or certified air mail, postage prepaid, to its address provided in
Section 7.5. The Company agrees that the failure of the Agent to give any notice of such service
to it shall not impair or affect in any way the validity of such service or any judgment rendered
in any action or proceeding based thereon.



     Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in
the event that a Holder or Beneficial Owner brings a suit, action or proceeding against (a) the
Company, (b) the Depositary in its capacity as Depositary under the Deposit Agreement or (c)
against both the Company and the Depositary, in any such case, in any state or federal court of the
United States, and the Depositary or the Company have any claim, for indemnification or otherwise,
against each other arising out of the subject matter of such suit, action or proceeding, then the
Company and the Depositary may pursue such claim against each other in the state or federal court
in the United States in which such suit, action, or proceeding is pending and, for such purposes,
the Company and the Depositary irrevocably submit to the non-exclusive jurisdiction of such courts.
The Company agrees that service of process upon the Agent in the manner set forth in the preceding
paragraph shall be effective service upon it for any suit, action or proceeding brought against it
as described in this paragraph.



     The Company irrevocably and unconditionally waives, to the fullest extent permitted by law,
any objection that it may now or hereafter have to the laying of venue of any actions, suits or
proceedings brought in any court as provided in this Section 7.6, and hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in any such court that any such action,
suit or proceeding brought in any such court has been brought in an inconvenient forum.



     The Company irrevocably and unconditionally waives, to the fullest extent permitted by law,
and agrees not to plead or claim, any right of immunity from legal action, suit or proceeding, from
setoff or counterclaim, from the jurisdiction of any court, from service of process, from
attachment upon or prior to judgment, from attachment in aid of execution or judgment, from
execution of judgment, or from any other legal process or proceeding for the giving of any relief
or for the enforcement of any judgment, and consents to such relief and enforcement against it, its
assets and its revenues in any jurisdiction, in each case with respect to



42









 







any matter arising out
of, or in connection with, the Deposit Agreement, any ADR or the Deposited Securities.



     No disclaimer of liability under the Securities Act is intended by any provision of the
Deposit Agreement. The provisions of this Section 7.6 shall survive any termination of the Deposit
Agreement, in whole or in part.



     Section 7.7 Assignment. Subject to the provisions of Section 5.4, the Deposit Agreement
may not be assigned by either the Company or the Depositary.



     Section 7.8 Compliance with U.S. Securities Laws. Notwithstanding anything in the Deposit
Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended
by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General
Instructions to Form F-6 Registration Statement, as amended from time to time, under the Securities
Act.



     Section 7.9 Argentine Law References. Any summary of Argentine laws and regulations and of
the terms of the Company’s Articles of Association set forth in the Deposit Agreement have been
provided by the Company solely for the convenience of Holders, Beneficial Owners and the
Depositary. While such summaries are believed by the Company to be accurate as of the date of the
Deposit Agreement, (i) they are summaries and as such may not include all aspects of the materials
summarized applicable to a Holder or Beneficial Owner, and (ii) these laws and regulations and the
Company’s Articles of Association may change after the date of the Deposit Agreement. Neither the
Depositary nor the Company has any obligation under the terms of the Deposit Agreement to update
any such summaries.



     Section 7.10 Titles and References.



     (a) Deposit Agreement. All references in the Deposit Agreement to exhibits, articles,
sections, subsections, and other subdivisions refer to the exhibits, articles, sections,
subsections and other subdivisions of the Deposit Agreement unless expressly provided otherwise.
The words “the Deposit Agreement”, “herein”, “hereof”, “hereby”, “hereunder”, and words of similar
import refer to the Deposit Agreement as a whole as in effect at the relevant time between the
Company, the Depositary and the Holders and Beneficial Owners of ADSs and not to any particular
subdivision unless expressly so limited. Pronouns in masculine, feminine and neuter gender shall
be construed to include any other gender, and words in the singular form shall be construed to
include the plural and vice versa unless the context otherwise requires. Titles to sections of the
Deposit Agreement are included for convenience only and shall be disregarded in construing the
language contained in the Deposit Agreement. References to “applicable laws and regulations” shall
refer to laws and regulations applicable to ADRs, ADSs or Deposited Securities as in effect at the
relevant time of determination, unless otherwise required by law or regulation.



     (b) ADRs. All references in any ADR(s) to paragraphs, exhibits, articles, sections,
subsections, and other subdivisions refer to the paragraphs, exhibits, articles, sections,
subsections and other subdivisions of the ADR(s) in question unless expressly provided otherwise.
The words “the Receipt”, “the ADR”, “herein”, “hereof”, “hereby”, “hereunder”, and



43









 







words of similar
import used in any ADR refer to the ADR as a whole and as in effect at the relevant time, and not
to any particular subdivision unless expressly so limited. Pronouns in masculine, feminine and
neuter gender in any ADR shall be construed to include any other gender, and words in the singular
form shall be construed to include the plural and vice versa unless the context otherwise requires.
Titles to paragraphs of any ADR are included for convenience only and shall be disregarded in
construing the language contained in the ADR. References to “applicable laws and regulations”
shall refer to laws and regulations applicable to ADRs, ADSs or Deposited Securities as in effect
at the relevant time of determination, unless otherwise required by law or regulation.



     IN WITNESS WHEREOF, PETROBRAS ENERGÍA S.A. and CITIBANK, N.A. have duly executed the Deposit
Agreement as of the day and year first above set forth and all Holders and Beneficial Owners shall
become parties hereto upon acceptance by them of ADSs issued in accordance with the terms hereof,
or upon acquisition of any beneficial interest therein.



	 	 	 	 	 
	 	PETROBRAS ENERGÍA S.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITIBANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



44









 






	 	 	 	 	 



EXHIBIT B




FEE SCHEDULE




DEPOSITARY FEES AND RELATED CHARGES



All capitalized terms used but not otherwise defined herein shall have the meaning given to such
terms in the Deposit Agreement.




I. Depositary Fees





     The Company, the Holders, the Beneficial Owners and the persons depositing Shares or
surrendering ADSs for cancellation agree to pay the following fees of the Depositary:



	 	 	 	 	 	 	 
	Service	 	Rate	 	By Whom Paid
	 
	 	 	 	 	 	 
	(1)

	 	Issuance of ADSs upon
deposit of Shares
(excluding issuances as a
result of distributions
described in paragraph (4)
below).
	 	Up to U.S. $5.00 per
100 ADSs (or fraction
thereof) issued.
	 	Person depositing
Shares or person
receiving ADSs.
	 
	 	 	 	 	 	 
	(2)

	 	Delivery of Deposited
Securities against
surrender of ADSs.
	 	Up to U.S. $5.00 per
100 ADSs (or fraction
thereof) surrendered.
	 	Person surrendering
ADSs for the purpose
of withdrawal of
Deposited Securities
or person to whom
Deposited Securities
are delivered.
	 
	 	 	 	 	 	 
	(3)

	 	Distribution of cash
dividends.
	 	Up to U.S. $5.00 per
100 ADSs (or fraction
thereof) held.
	 	Person to whom
distribution is made.
	 
	 	 	 	 	 	 
	(4)

	 	Cash distributions
other than cash dividends
(i.e., sale of rights and
other entitlements).
	 	Up to U.S. $2.00 per
100 ADSs (or fraction
thereof) held.
	 	Person to whom
distribution is made.
	 
	 	 	 	 	 	 
	(5)

	 	Distribution of ADSs
pursuant to (i) stock
dividends or other free
stock distributions, or
(ii) exercise of rights to
purchase additional ADSs.
	 	Up to U.S. $5.00 per
100 ADSs (or fraction
thereof) held.
	 	Person to whom
distribution is made.
	 
	 	 	 	 	 	 
	(6)

	 	Distribution of
securities other than ADSs
or rights to purchase
additional ADSs (i.e.,
spin-off shares).
	 	Up to U.S. $5.00 per
100 ADSs (or fraction
thereof) held.
	 	Person to whom
distribution is made.






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II. Charges




     Holders, Beneficial Owners, persons depositing Shares and persons surrendering ADSs for
cancellation and for the purpose of withdrawing Deposited Securities shall be responsible for the
following charges:




	(i)	 	taxes (including applicable interest and penalties) and other governmental charges;
	 
	(ii)	 	such registration fees as may from time to time be in effect for the registration of Shares
or other Deposited Securities on the share register and applicable to transfers of Shares or
other Deposited Securities to or from the name of the Custodian, the Depositary or any
nominees upon the making of deposits and withdrawals, respectively;
	 
	(iii)	 	such cable, telex and facsimile transmission and delivery expenses as are expressly provided
in the Deposit Agreement to be at the expense of the person depositing or withdrawing Shares
or Holders and Beneficial Owners of ADSs;
	 
	(iv)	 	the expenses and charges incurred by the Depositary in the conversion of foreign currency;
	 
	(v)	 	such fees and expenses as are incurred by the Depositary in connection with compliance with
exchange control regulations and other regulatory requirements applicable to Shares, Deposited
Securities, ADSs and ADRs; and
	 
	(vi)	 	the fees and expenses incurred by the Depositary, the Custodian, or any nominee in connection
with the servicing or delivery of Deposited Securities.





     The Company shall have no liability for the charges listed above and only agrees to pay the
expenses, fees or charges of the Depositary, if any, as are indicated in the Deposit Agreement to
be paid by the Company or in accordance with written agreements entered into between the Depositary
and the Company from time to time.




B-2