and conditions of issuance. Preferred shares may also grant an additional participation in realized net profits, and a prior right to capital reimbursement in case of theCompany’s liquidation or winding up. Preferred shares shall give no voting rights, except in casethat any such rights may be granted under applicable legal rules, and may be redeemable in whole orin part, subject to the conditions set forth under applicable rules and regulations and as may beprovided for at the time of issuance. The Board of Directors shall, upon request of any holder ofclass A common shares, convert any such shares in whole or in part, into class B common shares,provided that the Board of Directors shall previously confirm the absence of any restrictions whichmay prohibit or otherwise limit any such exchange. No new shares shall be issued unless any sharesalready issued by the Company are subscribed and totally paid-in. Any capital increase shall bemade by, among others, a capitalization of reserves made to that effect, additional contributionsby shareholders or any third parties, provided that any applicable legal provisions are at any timecomplied with. The capital stock may be decreased by an action taken at a Special Shareholders’Meeting, subject to any such authorization as may be necessary according to applicable rules andregulations. Book-entry shares. SECTION 6. Book-entry shares shall be recorded with accountsmaintained in the name of titleholders in a record kept to that effect, to be carried by theCompany, other bank or caja de valores (entity that clears and holds securities in custody). Thetransmission of shares shall be registered under the records, always in compliance with the otherrequirements provided under any legal and regulatory provisions. The shares shall be always withthe same value in Argentine currency, and shall confer the same rights within each class. SECTION7. Shares and/or representative securities thereof shall be non-divisible; notwithstanding sharesmay be subscribed in the name of companies, only one person shall be recognized as owner for eachsecurity. On that account, in the case of co ownership, the unification of representation shall berequired for the enforcement of rights, and performance of corporate obligations. In the case ofcertified notes, they shall be represented by a global security. Common shares. SECTION 8. Commonshares shall entitle their holders to preferential subscription and preemptive rights for newshares of the same class, ratably over the shares they could have subscribed at that time, inaccordance with the legal provisions in effect. In the event a successive or simultaneous issue ofshares of the same class is decided, all shareholders shall avail of a subscription right ratablyover the number of shares under their ownership, irrespective of their class. Issue of shares.SECTION 9. Any resolution to issue new shares shall be disseminated through notices to be publishedin such mass media, and for the term to be provided by the legal provisions, so that shareholdersmay enforce their preference rights, as appropriate. SECTION 10. Whenever an increase in thenominal value of shares will eventually cause any shareholder to be unable to cover the full amountof one share with its subscribed capital, the shareholder shall be served a notice to subscribe theunsubscribed portion of that share until completion, within a thirty-day term. By the end of thatperiod, the shareholder shall cease all title in such capacity, and the Company shall makeavailable to the shareholder any capital amount that may have subscribed, determined on the basisof the ratable value over equity during the most recent balance sheet, plus any due updating untilthe date the funds are made available. The Company shall proceed to selling off the relevantfractional interest in shares to other shareholders and/or third parties which, in turn, shallsubscribe the capital shortages required to be rounded up to the nearest full amount of the share.The same process shall apply in
 
 

 
connection with fractional interest in  shares. Whenever the Company’s shares are subject to public offerand quotation, the Comisión Nacional deValores, and the Bolsa de Comercio de Buenos Aires rules and regulations shall apply. SECTION 11.It is authorized the total or partial amortization of subscribed shares, which shall be implementedwith realized and liquid profit, with the prior resolution of the Meeting fixing a fair price, andsecuring equality to shareholders. Default in payment. SECTION 12. The delay in payment shall causethe termination or expiration of the underwriter’s rights, and the loss of amounts already paid. Tothat end, the underwriter must be served due notice to complete any amounts due with theappropriate updating and interest, within a 30 (thirty) calendar day term. Form of payment. SECTION13. Without prejudice to payment for shares in cash, the Shareholders’ Meeting may authorize anyother kind of legal forms according to current or future legislation, which may be issued. TITLEIII MANAGEMENT. Board of Directors. Term of office. Alternate Director. Reelection for Board ofDirectors 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 as shall bedetermined by a Meeting of Shareholders, which shall not be less than three and no more thantwelve. b. Directors shall hold office for a period of three years and, in case the Meeting ofShareholders shall appoint nine Directors or more, they shall be renewed by thirds, provided thatin all cases no less than three Directors shall be renewed each time. c. The Meeting ofShareholders may appoint an equal or lesser number of Alternate Directors, to hold office for thesame term than Regular Directors to fill any vacancy in the board occurring for any reasonwhatsoever, and shall further determine the order of substitution. d. Alternate Directors shallhold office until the Regular Directors in whose place they have acted as substitutes shall resumeoffice, and in case any such absence be permanent, until the next Ordinary Meeting of Shareholderswhereat Directors shall be appointed. Such Meeting of Shareholders shall decide upon theratification of Alternate Directors for the balance of the unexpired term of the retiringDirectors, or the appointment of another Regular Director for such purpose. In case of vacancy ofthe Board, the Supervisory Committee shall appoint such Directors as shall be necessary so that theBoard may take valid action until the next Meeting of Shareholders. e. Both Regular and AlternateDirectors may be re-elected indefinitely. In case that the Ordinary Meeting of Shareholders shallbe held on a date occurring after the expiration of the term of office of Directors, they shallremain in office until their successors shall have been elected and duly qualified. Appointment ofthe Board of Directors. SECTION 15. The same meeting that appoints the members of the Board ofDirectors may elect the President, and the Vice President. If that is not the case, the Boardshall, in the next following meeting to that of their election, appoint among its members thepersons to perform the duties of the President and Vice President. The Board may elect a Secretaryto the Board, entitled to attend the Ordinary or Special Shareholders’ Meetings, and the Board ofDirectors’ Minutes with voice but without vote. Legal Representation. SECTION 16. The President andthe Vice President, either of them, shall be the legal representatives of the Company. Likewise,the Board of Directors may delegate the corporate representation to one or more of its members incertain circumstances. SECTION 17. Without prejudice to the provisions set forth under theforegoing Section, the Vice President shall serve in the place of the President in case of thePresident’s resignation, absence, impediment or excuse, either temporary or permanent, without anyaction being necessary as evidence thereof. General Manager.
 
 

 
Appointment and duties. SECTION 18:The executive duties shall be entrusted   to a General Manager appointed by the Meeting or the Boardof Directors, who is not required to be a Director, and shall be liable in the same form and to thesame extend as Directors. Upon the election, the General Manager shall deposit with the Company aperformance bond for the amount as the Meeting or the Board of Directors thinks fit. The GeneralManager shall be entitled to attend the Shareholders’ Meetings, and the Board of Directors’Meetings with voice but without vote. Majority of votes. Calling Board of Directors’ Meetings.SECTION 19. The Board of Directors shall take valid action at any meeting at which a majority ofits members is present in person or through the use of any communication equipment provided thatall members participating therein can speak to and hear one another simultaneously, which is knownas teleconference. Valid resolutions shall be taken by a majority of votes of those members presentthereat in person or through any such means and, in case of a tie vote, the Chairman or itssubstitute shall cast the deciding vote. The Board of Directors shall meet at least monthly,provided that the Board may meet at any time upon the request of any Director, in which case theChairman or whoever may be acting in his place shall call the meeting, to be held on the date whichis five days after reception of said request. Notice of the Meeting shall be sent to all Directorsand members of the Supervisory 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 the Meeting. In case offailure to convene as aforesaid, any Director shall be entitled to convene the Meeting, and anyresolutions which may be adopted thereat shall be entered on the Minutes book provided to that end.In case of any urgency which may turn it impossible to comply with the above mentioned noticerequirements, such compliance shall be waived. Absent Directors may authorize another Director tovote on their behalf, by a proxy duly granted as a public deed or otherwise by a private instrumentwhich the signature thereon duly certified by court, notary or any bank authority, and theirliability shall be that of those Directors present at the Meeting. Each Director may vote on behalfof one or more absent Directors. Exceptionally, the Board of Directors’ meetings may be heldabroad. The Board of Directors’ meetings may be validly held notwithstanding its members beinggeographically located at different places, by means of a videoconference, provided that theidentity of Directors participating at the Meeting shall be clearly identified. The participationand votes of all members present as aforesaid, as well as the transmission data, shall be dulyregistered on the minutes of the Meeting. Copy of the minutes of the Meeting shall be executed bythe director so participating thereat, and be sent by him by facsimile to the Board, all of whichshall be duly registered on the minutes book. This transmission shall be deemed as due execution ofthe minutes by the director so participating at the Meting. The Supervisory Committee shallregister any action regularly taken. SECTION 20: Each Director shall deposit with the Company aperformance bond in an amount of one hundred pesos, in cash or its equivalent in public securities,in guarantee of faithfully discharge of the duties of the office. Whenever the deposit is made incash, such sum shall be deposited with accounts being updated and/or accruing interest, which shallbe compounded to the relevant guarantee, and thus shall be repayable together with principal. Suchguarantee shall not be withdrawn until approval of the respective management. Powers of the Boardof 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 towards compliance of theCompany’s purpose. Consequently, the Board may in the name of the Company, do and enter into anykind of acts or contracts, including those which under provisions of article 1881 of the CivilCode, and 9th , Title X of Book 2nd of the  Commercial Code, require special powers of attorney; topurchase, to request attachments, and dispose of real estate; to borrow money, signand deliver in the name
 
 

 
of the Company such promissory notes and other evidences of indebtedness asshall be deemed appropriate; to represent the Company before Banco de la Nación Argentina, Banco dela Provincia de Buenos Aires, Banco de la Ciudad de Buenos Aires, Banco de Inversión y ComercioExterior S.A., and other institutions of the kind, private offices, domestic and/or foreign; toexecute and grant powers of attorney to one or more persons, for judicial, out-of court oradministrative matters, including criminal sues, as may be necessary to such end; to establishaffiliates, correspondent offices or any other kind of representation within or outside thecountry, to participate with other domestic or foreign financial entities, to make foreign exchangetransactions, and provide housing mortgage services, in compliance with Banco Central de laRepública Argentina’s requirements, or with its prior authorization, as appropriate; to appoint andremove the General Manager, and the other officers and employees of the Company, fixing theirpowers, duties and compensation, and generally, may provide for any legal acts which directly orindirectly may affect the achievement of the Company’s corporate purpose. The Board may assignspecial duties to one or more Directors, which decision shall be transcribed and recorded in aminute. Likewise, the powers and duties of the Company’s Board of Directors may be speciallyregulated under a Rules Book (Reglamento). Establishment of committees. Appointment of its membersand duties. SECTION 22. The Board of Directors shall create all such committees as deemedappropriate for the business of the Company, and may also appoint their respective members, andChairman. The members of the above mentioned committees may authorize any other member thereof tovote on their behalf, through the mandate granted in any legal, notarial or bank form, asappropriate. The Board may delegate the transaction of the ordinary management of the business toan Executive Committee composed of two or more Directors, who shall be elected from among theirmembers. Such Committee shall be entrusted the ordinary management of the corporate andadministrative business, and shall meet at any time it may deem advisable. Likewise, the Chairmanof the Executive Committee, to preside the Committee’s meetings, shall be appointed by the Board,and the appropriate resolutions 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 be held in future. Themembers of the Executive Committee may authorize any other member of the above committee to vote ontheir behalf, through the mandate granted in any legal, notarial or bank form, as appropriate. TheExecutive Committee shall be validly held with the attendance of a majority of its members, andshall resolve with the favorable vote of a majority of those present. The General Manager may beinvited to the meetings, in which case shall access to participate in voice. The General Managershall be assigned by the Board of Directors the relevant duties of the office with specificlimitations on the powers, expressly excluding therefrom the following activities: (a) executetrade agreements which may compromise the Company’s future; (b) to give deposits, avals orguarantees, to borrow money; (c) to purchase or sell corporate or business participations; and (d)any other action which may substantially compromise the Company’s future. The Board of Directors,at the same Board of Directors’ Meeting shall be informed by the Executive Committee about theactivities performed prior to the meeting, and likewise the latter shall report within threecalendar days after taking of notice of any relevant event or action for the Company which it maydeem appropriate. SECTION 23: The Audit Committee contemplated under the Régimen de Transparenciade la Oferta Pública of Decree 677/2001 shall be composed of
 
 

 
three regular directors and a numberequal or lower of alternate directors who shall be elected by the Board from its members,through a simple majority of their votes. All knowledgeable Directors on financial, accounting orcorporate matters may be members of the Committee. The majority of its members shall act in anindependent capacity, according to the criteria established thereto by the Rules of ComisiónNacional de Valores. The Committee may lay down its own Internal Rules. The provisions in theseBylaws in connection with the operation of the Board of Directors, and the rules for the managerialbody, shall be applicable to the Committee’s meetings, its minute books, and periodicity ofmeetings. As for the remaining members of the Board, and the Syndics, they may be present at theAudit Committee’s meetings with voice but without vote. The Committee may exclude them from itsmeetings through a well grounded resolution. The Committee’s powers and duties shall be thosecontemplated under article 15 of Decree 677/2001, and Resolution General No. 400/2002 of ComisiónNacional de Valores, incorporated to Chapter III of the Rules of Comisión Nacional de Valores, andall other future authorities and duties to be provided. The Audit Committee shall prepare an annualaction plan for 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 andexternal auditors shall be required to attend to its meetings, and give their collaboration andmake available their access to information. The Committee may request for advisory services ofcounselors and other independent professionals, and hire their services in the name of the companyaccording to the budget to be approved to that effect by the shareholders’ meeting. Fixing of thebudget may be delegated by the meeting to the Board. SECTION 23 BIS. The Board of Directors shallestablish a Committee of Appointments and Corporate Governance, to be composed of such number ofmembers as shall be determined by the Board. The committee shall be responsible for determiningcorporate governance rules and for overseeing its action. The committee may issue its own innerrules, and shall meet at least twice a year and at any further time as it shall deem suitable.TITLE IV SUPERVISION. SECTION 24. Supervision of the Company shall be entrusted to a SupervisoryCommittee, whose operation shall conform to provisions under articles 284 et al. of Law 19550, asamended. The members of the Supervisory Committee shall be elected for a one fiscal term. SECTION25. The corporate body contemplated in the paragraph above shall supervise the Company to theextent provided under the Commercial Companies Law. TITLE V MEETINGS. SECTION 26. The Meetingsshall be Ordinary or Special, according to the business to be transacted, and according to thecompetence in each case provided under the legal rules in effect. The annual Ordinary Meeting shallbe held to the purposes 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 shallbe held upon request of each Board of Directors, the Supervisory Committee or shareholdersrepresenting at least five percent (5%) of the capital stock, whenever they deem it appropriate.Shareholders’ meetings and chairmanship thereof. SECTION 27. The ordinary shareholders’ meetingsshall be duly convened on a first call with the attendance of shareholders representing a majorityof shares entitled to vote. On a second call, they shall be deemed validly convened whatever is thenumber of shares present. The special meetings shall convene on the first call with the attendanceof shareholders representing sixty percent of shares entitled to vote, and on a second call, withthe attendance of a majority representing twenty percent of shares entitled to vote. They shall bepresided by the Chairman of the Board or its substitute, or in the absence of directors, by
 
 

 
theperson to be appointed to the effect by the meeting itself. Quorum  and majority in Meetings.SECTION 28. The resolutions of the ordinary and special meetings, on a first or second call, shall be adopted by an absolute majorityof the votes present. In special assumptions, the majorities required shall be the requisitestatutory majorities. Call to meetings. SECTION 29. Meetings shall be called through advertisementspublished in mass media under the terms and conditions as expressly provided by law. The OrdinaryMeetings shall be convened on a first, and on a second call, simultaneously. Attendance toMeetings. SECTION 30. Any shareholder wishing to attend and vote at the meeting shall address awritten communication to the Company to ask for his/her recording in the book of attendance atShareholders’ Meetings, at least three business days prior to the date of such meeting. In theevent of registered or book-entry shares, which register is carried by a third party, theshareholders, at the same time, shall accompany evidence as titleholders of the shares enablingthem to attend the meeting. The Company shall provide them the relevant receipt voucher to beexhibited at the Meeting. Representation at Meetings, and the Minute Book. SECTION 31. Shareholdersmay be represented at Meetings through a power of attorney passed into a private instrument, whosesignatures shall be duly authenticated by any court, notarial or bank authority. Shareholders orits representatives shall affix their signatures in the Book of Attendance provided to that end.The minute of the Meeting that shall summarize the representations and resolutions resulting fromthe agenda discussed shall be prepared and signed the Chairman, and the associates appointed to theeffect. The Ordinary Shareholders’ Meeting shall be held at the date fixed by the Board ofDirectors or by whoever is authorized to convene it. The meeting shall discuss all subjects listedunder Law 19550, as amended. The Meeting shall also be informed about the ongoing business of theCompany, and the principal politics and main projects in the fiscal year, accounting criteria, andrules followed in the preparation of the financial information. The Special Shareholders’ Meetingshall be entrusted the treatment of the items described under Law 19550, as amended. The SpecialShareholders’ Meetings shall be held exclusively to consider those matters with effects on theshareholders of the relevant class of shares. Any amendments to the Bylaws approved by the SpecialShareholders’ Meeting shall be subject to the controlling agencies’ approval. TITLE VI FISCAL YEARCLOSE. ALLOCATION OF PROFITS. SECTION 32. The Company’s fiscal year shall close on December 31,each year. As of such date a general inventory shall be conducted, and the accounting statementsprepared according to the rules in effect on the subject. Liquid and realized profit shall beassigned: (a) the percentage, as appropriate, according to legal and statutory provisionsapplicable to banks, to the legal reserve fund; (b) the sum to be fixed by the Meeting asremuneration to the Board of Directors, and the Supervising Committee; (c) the amounts required tomeet the fixed dividend, with priority of cumulative unpaid, and the appropriate share if any topreferred stocks; (d) the sums to be designated on a grounded basis by the Meeting, to buildingreserve to fund reserves, and provident funds; (e) any remaining funds shall be applied to paymentof dividends for shares, or to any other purpose to be determined by the Meeting, provided that isalways in compliance with legal and statutory provisions in effect. SECTION 33. Anticipateddividends resultant from special balance sheets may, under a prior well-grounded resolution beassigned in conformity with statutory provisions. Dividends shall be payable ratably over therelevant paid-up capital, and prescribe in favor of the Company three years after the date theywere made available to shareholders. Also, in conformity with a
 
 

 
 prior resolution from the Company’sBoard, an  advancement of fees may be payable to Directors on account of future compensations. Losses, if any, shall be offset first with the profit of former fiscal years which are stillpending allocation, and in the event of insufficient profit, with the requisite reserves enforcedby Banco Central de la República Argentina’s rules, and lastly with paid-up capital. In this case,it is necessary a resolution from a Special Shareholders’ Meeting approving a decrease in thecapital stock, and the prior consent of the Central Bank in that respect. TITLE VII DISSOLUTION ANDWINDING-UP. SECTION 34. In case of dissolution of the Company, this circumstance shall be reportedto Banco Central de la República Argentina, for it to resolve whether to take charge of thewinding-up proceedings or to delegate such powers to the Board of Directors, under control by theSupervisory Committee. Under this latter option, the Meeting may also appoint a LiquidatingCommittee in substitution of the above mentioned proceeding, while fixing its terms of performance.The liquidating transactions shall be made through the company’s statutory control body. SECTION35. Upon settlement of liabilities, and repayment of principal with specific preferences provided,the remaining balance shall be distributed among shareholders ratably over the paid-up capital.SECTION 36. The Company shall always abide by the applicable domestic legislation including,provided that is not contrary to any provisions of local law, the compliance with the foreign lawapplicable to its controlling shareholder.