case of co ownership, the unification of representation shall be required forthe  enforcement of rights, and performance of corporate obligations.In thecase of certified notes, they shall be represented by a global security. **Commonshares. SECTION 8.**Common shares shall entitle their holders to preferentialsubscription and preemptive rights for new shares of the same class, ratablyover the shares they could have subscribed at that time, in accordance with thelegal provisions in effect. In the event a successive orsimultaneous issue of shares of the same class is decided, all shareholdersshall avail of a subscription right ratably over the number of shares undertheir ownership, irrespective of their class. **Issue of shares. SECTION 9.**Anyresolution to issue new shares shall be disseminated through notices to bepublished in such mass media, and for the term to be provided by the legalprovisions, so that shareholders may enforce their preference rights, asappropriate. **SECTION 10.**Whenever an increase in the nominal value of shareswill eventually cause any shareholder to be unable to cover the full amount ofone share with its subscribed capital, the shareholder shall be served a noticeto subscribe the unsubscribed portion of that share until completion, within athirty-day term. By the end of that period, the shareholder shall cease alltitle in such capacity, and the Company shall make available to the shareholderany capital amount that may have subscribed, determined on the basis of theratable value over equity during the most recent balance sheet, plus any dueupdating until the date the funds are made available. The Company shall proceedto selling off the relevant fractional interest in shares to other shareholdersand/or third parties which, in turn, shall subscribe the capital shortagesrequired to be rounded up to the nearest full amount of the share. The sameprocess shall apply in connection with fractional interest in shares. Wheneverthe Company’s shares are subject to public offer and quotation, the *ComisiónNacional de Valores,*and the *Bolsa de Comercio de Buenos Aires*rules andregulations shall apply. **SECTION 11.**It is authorized the total or partialamortization of subscribed shares, which shall be implemented with realized andliquid profit, with the prior resolution of the Meeting fixing a fair price, andsecuring equality to shareholders. **Default in payment. SECTION 12.**The delayin payment shall cause the termination or expiration of the underwriter’srights, and the loss of amounts already paid. To that end, the underwriter mustbe served due notice to complete any amounts due with the appropriate updatingand interest, within a 30 (thirty) calendar day term. **Form of payment. SECTION13.**Without prejudice to payment for shares in cash, the Shareholders’ Meetingmay authorize any other kind of legal forms according to current or futurelegislation, which may be issued. **TITLE III MANAGEMENT. Board of Directors.Term of office. Alternate Director. Reelection for Board of Directors Members.SECTION 14: a.**The business and affairs of the Company shall be managed by theBoard of Directors, which shall be composed of such number of regular members asshall be determined by a Meeting of Shareholders, which shall not be less thanthree and no more than twelve. **b**. Directors shall hold office for a period ofthree years and, in case the Meeting of Shareholders shall appoint nineDirectors or more, they shall be renewed by thirds, provided that in all casesno less than three Directors shall be renewed each time. **c**. The Meeting ofShareholders may appoint an equal or lesser number of Alternate Directors, tohold office for the same term than Regular Directors to fill any vacancy in theboard occurring for any reason whatsoever, and shall further determine the orderof substitution. **d**. Alternate Directors shall hold office until the RegularDirectors in whose place they have acted as substitutes shall resume office, andin case any such absence be permanent, until the next Ordinary Meeting ofShareholders whereat Directors shall be appointed. Such Meeting of Shareholdersshall decide upon the ratification of Alternate Directors for the balance of theunexpired term of the retiring Directors, or the appointment of another RegularDirector for such purpose. In case of vacancy of the Board, the SupervisoryCommittee shall appoint such Directors as shall be necessary so that the Boardmay take valid action until the next Meeting of Shareholders. **e.**Both Regularand Alternate Directors may be re-elected indefinitely. In case that theOrdinary Meeting of Shareholders shall be held on a date occurring after theexpiration of the term of office of Directors, they shall remain in office untiltheir successors shall have been elected and duly qualified. **Appointment of theBoard of Directors. SECTION 15.**The same meeting that appoints the members ofthe Board of Directors may elect the President, and the Vice President. If thatis not the case, the Board shall, in the next following meeting to that of theirelection, appoint among its members the persons to perform the duties of thePresident and Vice President. The Board may elect a Secretary to the Board,entitled to attend the Ordinary or Special Shareholders’ Meetings, and the Boardof Directors’ Minutes with voice but without vote. **Legal Representation.SECTION 16.**The President and the Vice President, either of them, shall be thelegal representatives of the Company. Likewise, the Board of Directors maydelegate the corporate representation to one or more of its members in certaincircumstances. **SECTION 17.**Without prejudice to the provisions set forth underthe foregoing Section, the Vice President shall serve in the place of thePresident in case of the President’s resignation, absence, impediment or excuse,either temporary or permanent, without any action being necessary as evidencethereof. **General Manager. Appointment and duties. SECTION 18:**The executiveduties shall be entrusted to a General Manager appointed by the Meeting or theBoard of Directors, who is not required to be a Director, and shall be liable inthe same form and to the same extend as Directors. Upon the election, theGeneral Manager shall deposit with the Company a performance bond for the amountas the Meeting or the Board of Directors thinks fit. The General Manager shallbe entitled to attend the
 
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Shareholders’ Meetings, and the Board of Directors’Meetings with voice but without vote. **Majority of votes. Calling Board ofDirectors’ Meetings. SECTION 19.**The Board of Directors shall take valid actionat any meeting at which a majority of its members is present in person orthrough the use of any communication equipment provided that all membersparticipating therein can speak to and hear one another simultaneously, which isknown as teleconference. Valid resolutions shall be taken by a majority of votesof those members present thereat in person or through any such means and, incase of a tie vote, the Chairman or its substitute shall cast the deciding vote.The Board of Directors shall meet at least monthly, provided that the Board maymeet at any time upon the request of any Director, in which case the Chairman orwhoever may be acting in his place shall call the meeting, to be held on thedate which is five days after reception of said request. Notice of the Meetingshall be sent to all Directors and members of theSupervisory Committee at least two business days prior to the date on which theMeeting shall be held; and shall include any items to be dealt with at theMeeting. In case of failure to convene as aforesaid, any Director shall beentitled to convene the Meeting, and any resolutions which may be adoptedthereat shall be entered on the Minutes book provided to that end. In case ofany urgency which may turn it impossible to comply with the above mentionednotice requirements, such compliance shall be waived. Absent Directors mayauthorize another Director to vote on their behalf, by a proxy duly granted as apublic deed or otherwise by a private instrument which the signature thereonduly certified by court, notary or any bank authority, and their liability shallbe that of those Directors present at the Meeting. Each Director may vote onbehalf of one or more absent Directors. Exceptionally, the Board of Directors’meetings may be held abroad. The Board of Directors’ meetings may be validlyheld notwithstanding its members being geographically located at differentplaces, by means of a videoconference, provided that the identity of Directorsparticipating at the Meeting shall be clearly identified. The participation andvotes of all members present as aforesaid, as well as the transmission data,shall be duly registered on the minutes of the Meeting. Copy of the minutes ofthe Meeting shall be executed by the director so participating thereat, and besent by him by facsimile to the Board, all of which shall be duly registered onthe minutes book. This transmission shall be deemed as due execution of theminutes by the director so participating at the Meting. The SupervisoryCommittee shall register any action regularly taken. **SECTION 20:**Each Directorshall deposit with the Company a performance bond in an amount of one hundredpesos, in cash or its equivalent in public securities, in guarantee offaithfully discharge of the duties of the office. Whenever the deposit is madein cash, such sum shall be deposited with accounts being updated and/or accruinginterest, which shall be compounded to the relevant guarantee, and thus shall berepayable together with principal. Such guarantee shall not be withdrawn untilapproval of the respective management. **Powers of the Board of Directors.SECTION 21.**The Board of Directors shall be fully empowered to take charge andcontrol, to manage and dispose of the Company’s property and business towardscompliance of the Company’s purpose. Consequently, the Board may in the name ofthe Company, do and enter into any kind of acts or contracts, including thosewhich under provisions of article 1881 of the Civil Code, and 9th ,Title X of Book 2nd of the Commercial Code, require special powers ofattorney; to purchase, to request attachments, and dispose of real estate; toborrow money, sign and deliver in the name of the Company such promissory notesand other evidences of indebtedness as shall be deemed appropriate; to representthe Company before *Banco de la Nación Argentina, Banco de la Provincia de BuenosAires, Banco de la Ciudad de Buenos Aires, Banco de Inversión y ComercioExterior S.A.*, and other institutions of the kind, private offices, domesticand/or foreign; to execute and grant powers of attorney to one or more persons,for judicial, out-of court or administrative matters, including criminal sues,as may be necessary to such end; to establish affiliates, correspondent officesor any other kind of representation within or outside the country, toparticipate with other domestic or foreign financial entities, to make foreignexchange transactions, and provide housing mortgage services, in compliance with*Banco Central de la República Argentina’s*requirements, or with its priorauthorization, as appropriate; to appoint and remove the General Manager, andthe other officers and employees of the Company, fixing their powers, duties andcompensation, and generally, may provide for any legal acts which directly orindirectly may affect the achievement of the Company’s corporate purpose. TheBoard may assign special duties to one or more Directors, which decision shallbe transcribed and recorded in a minute. Likewise, the powers and duties of theCompany’s Board of Directors may be specially regulated under a Rules Book*(Reglamento)*. **Establishment of committees. Appointment of its members andduties. SECTION 22.**The Board of Directors shall create all such committees asdeemed appropriate for the business of the Company, and may also appoint theirrespective members, and Chairman. The members of the above mentioned committeesmay authorize any other member thereof to vote on their behalf, through themandate granted in any legal, notarial or bank form, as appropriate. The Boardmay delegate the transaction of the ordinary management of the business to anExecutive Committee composed of two or more Directors, who shall be elected fromamong their members. Such Committee shall be entrusted the ordinary managementof the corporate and administrative business, and shall meet at any time it maydeem advisable. Likewise, the Chairman of the Executive Committee, to presidethe Committee’s meetings, shall be appointed by the Board, and the appropriateresolutions shall be recorded with a special minute book to that effect, andinformation thereof shall be given to the Board at the Board’s meetings to beheld in future. The members of the Executive Committee may authorize any othermember of the above committee to vote on their behalf, through the mandategranted in any legal, notarial or bank form, as appropriate. The ExecutiveCommittee shall be validly
 
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held with the attendance of amajority of itsmembers, and shall resolve with the favorable vote of a majority of thosepresent.The General Manager may be invited to the meetings, in which caseshall access to participate in voice. The General Manager shall be assigned bythe Board of Directors the relevant duties of the office with specificlimitations on the powers, expressly excluding therefrom the followingactivities: (a) execute trade agreements which may compromise the Company’sfuture; (b) to give deposits, avals or guarantees, to borrow money; (c) topurchase or sell corporate or business participations; and (d) any other actionwhich may substantially compromise the Company’s future. The Board of Directors,at the same Board of Directors’ Meeting shall be informed by the ExecutiveCommittee about the activities performed prior to the meeting, and likewise thelatter shall report within three calendar days after taking of notice of anyrelevant event or action for the Company which it may deem appropriate. **SECTION22 BIS:**The Audit Committee contemplated under the *Régimen de Transparencia dela Oferta Pública*of Decree 677/2001 shall be composed of three regulardirectors and a number equal orlower of alternate directors who shall be elected by the Board from its members,through a simple majority of their votes. All knowledgeable Directors onfinancial, accounting or corporate matters may be members of the Committee. Themajority of its members shall act in an independent capacity, according to thecriteria established thereto by the Rules of *Comisión Nacional de Valores.*TheCommittee may lay down its own Internal Rules. The provisions in these Bylawsin connection with the operation of the Board of Directors, and the rules forthe managerial body, shall be applicable to the Committee’s meetings, its minutebooks, and periodicity of meetings. As for the remaining members of the Board,and the Syndics, they may be present at the Audit Committee’s meetings withvoice but without vote. The Committee may exclude them from its meetingsthrough a well grounded resolution. The Committee’s powers and duties shall bethose contemplated under article 15 of Decree 677/2001, and Resolution GeneralNo. 400/2002 of *Comisión Nacional de Valores,*incorporated to Chapter III of theRules of *Comisión Nacional de Valores,*and all other future authorities andduties to be provided. The Audit Committee shall prepare an annual action planfor each fiscal year, which shall be reported to the Board of Directors, and theSupervisory Committee. Upon request of the Committee, the other directors,syndics, managers and external auditors shall be required to attend to itsmeetings, and give their collaboration and make available their access toinformation. The Committee may request for advisory services of counselors andother independent professionals, and hire their services in the name of thecompany according to the budget to be approved to that effect by theshareholders’ meeting. Fixing of the budget may be delegated by the meeting tothe Board. **TITLE IV SUPERVISION. SECTION 23.**Supervision of the Company shallbe entrusted to a Supervisory Committee, whose operation shall conform toprovisions under articles 284 et al. of Law 19550, as amended. The members ofthe Supervisory Committee shall be elected for a one fiscal term. **SECTION 23BIS.**The Board of Directors shall establish a Committee of Appointments andCorporate Governance, to be composed of such number of members as shall bedetermined by the Board. The committee shall be responsible for determiningcorporate governance rules and for overseeing its action. The committee mayissue its own inner rules, and shall meet at least twice a year and at anyfurther time as it shall deem suitable. **SECTION 24.**The corporate bodycontemplated in the paragraph above shall supervise the Company to the extentprovided under the Commercial Companies Law. **TITLE V MEETINGS. SECTION 25.**TheMeetings shall be Ordinary or Special, according to the business to betransacted, and according to the competence in each case provided under thelegal rules in effect. The annual Ordinary Meeting shall be held to thepurposes established under Law 19550, as amended, and by the rules of *ComisiónNacional de Valores,*within four months after the close the fiscal year.Likewise, a meeting shall be held upon request of each Board of Directors, theSupervisory Committee or shareholders representing at least five percent (5%) ofthe capital stock, whenever they deem it appropriate. **Shareholders’ meetingsand chairmanship thereof. SECTION 26.**The ordinary shareholders’ meetings shallbe duly convened on a first call with the attendance of shareholdersrepresenting a majority of shares entitled to vote. On a second call, theyshall be deemed validly convened whatever is the number of shares present. Thespecial meetings shall convene on the first call with the attendance ofshareholders representing sixty percent of shares entitled to vote, and on asecond call, with the attendance of a majority representing twenty percent of shares entitled to vote. They shall be presided by the Chairman of the Board orits substitute, or in the absence of directors, by the person to be appointed tothe effect by the meeting itself. **Quorum and majority in Meetings. SECTION 27.**The resolutions of the ordinary and special meetings, on a first or second call,shall be adopted by an absolute majority of the votes present. In specialassumptions, the majorities required shall be the requisite statutorymajorities. **Call to meetings. SECTION 28.**Meetings shall be called throughadvertisements published in mass media under the terms and conditions asexpressly provided by law. The Ordinary Meetings shall be convened on a first,and on a second call, simultaneously. **Attendance to Meetings. SECTION 29.**Anyshareholder wishing to attend and vote at the meeting shall address a writtencommunication to the Company to ask for his/her recording in the book ofattendance at Shareholders’ Meetings, at least three business days prior to thedate of such meeting. In the event of registered or book-entry shares, whichregister is carried by a third party, the shareholders, at the same time, shallaccompany evidence as titleholders of the shares enabling them to attend themeeting. The Company shall provide them the relevant receipt voucher to beexhibited at the Meeting. **Representation at Meetings, and the Minute Book.SECTION 30.**
 
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Shareholders may be represented at Meetings through a power ofattorney passed into a private instrument, whose signatures shall be dulyauthenticated by any court, notarial or bank authority. Shareholders or itsrepresentatives shall affix their signatures in the Book of Attendance providedto that end. The minute of the Meeting that shall summarize the representationsand resolutions resulting from the agenda discussed shall be prepared and signedthe Chairman, and the associates appointed to the effect. The OrdinaryShareholders’ Meeting shall be held at the date fixed by the Board of Directorsor by whoever is authorized to convene it. The meeting shall discuss allsubjects listed under Law 19550, as amended. The Meeting shall also be informedabout the ongoing business of the Company, and the principal politics and mainprojects in the fiscal year, accounting criteria, and rules followed in thepreparation of the financial information. The Special Shareholders’ Meetingshall be entrusted the treatment of the items described under Law 19550, asamended. The Special Shareholders’ Meetings shall be held exclusively toconsider those matters with effects on the shareholders of the relevant class of shares. Any amendments to the Bylaws approved by the Special Shareholders’Meeting shall be subject to the controlling agencies’ approval. **TITLE VIFISCAL YEAR CLOSE. ALLOCATION OF PROFITS. SECTION 31.**The Company’s fiscal yearshall close on December 31, each year. As of such date a general inventoryshall be conducted, and the accounting statements preparedaccording to the rules in effect on the subject. Liquid and realized profitshall be assigned: (a) the percentage, as appropriate, according to legal andstatutory provisions applicable to banks, to the legal reserve fund; (b) the sumto be fixed by the Meeting as remuneration to the Board of Directors, and theSupervising Committee; (c) the amounts required to meet the fixed dividend, withpriority of cumulative unpaid, and the appropriate share if any to preferredstocks; (d) the sums to be designated on a grounded basis by the Meeting, tobuilding reserve to fund reserves, and provident funds; (e) any remaining fundsshall be applied to payment of dividends for shares, or to any other purpose tobe determined by the Meeting, provided that is always in compliance with legaland statutory provisions in effect. **SECTION 32.**Anticipated dividends resultantfrom special balance sheets may, under a prior well-grounded resolution beassigned in conformity with statutory provisions. Dividends shall be payableratably over the relevant paid-up capital, and prescribe in favor of the Companythree years after the date they were made available to shareholders. Also, inconformity with a prior resolution from the Company’s Board, an advancement offees may be payable to Directors on account of future compensations. Losses, ifany, shall be offset first with the profit of former fiscal years which arestill pending allocation, and in the event of insufficient profit, with therequisite reserves enforced by *Banco Central de la República Argentina’s*rules,and lastly with paid-up capital. In this case, it is necessary a resolutionfrom a Special Shareholders’ Meeting approving a decrease in the capital stock,and the prior consent of the Central Bank in that respect. **TITLE VIIDISSOLUTION AND WINDING-UP. SECTION 33.**In case of dissolution of the Company,this circumstance shall be reported to *Banco Central de la República Argentina,*for it to resolve whether to take charge of the winding-up proceedings or todelegate such powers to the Board of Directors, under control by the SupervisoryCommittee. Under this latter option, the Meeting may also appoint a LiquidatingCommittee in substitution of the above mentioned proceeding, while fixing itsterms of performance. The liquidating transactions shall be made through thecompany’s statutory control body. **SECTION 34.**Upon settlement of liabilities,and repayment of principal with specific preferences provided, the remainingbalance shall be distributed among shareholders ratably over the paid-upcapital. **SECTION 35.**The Company shall always abide by the applicable domesticlegislation including, provided that is not contrary to any provisions of locallaw, the compliance with the foreign law applicable to its controllingshareholder.
 
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