EXHIBIT 1.4





RESTATED BY-LAWS OF IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD
ANÓNIMA.


TITLE I. NAME, TERM OF DURATION AND DOMICILE. SECTION ONE: NAME. The Company shall
operate under the name of "IRSA INVERSIONES Y REPRESENTACIONES
SOCIEDAD ANÓNIMA". A company not adhered to the Optional
Statutory Regime of Mandatory Public Tender Offer. SECTION TWO: TERM OF DURATION: The
term of duration of the Company shall expire on April 5, 2043.
SECTION THREE: DOMICILE: The
Company’s registered office shall be located in the City of
Buenos Aires, Republic of Argentina, provided, however, that it
shall be entitled to set up branches, agencies or any kind of
representative offices within Argentina or abroad. TITLE II.
PURPOSE. SECTION FOUR: PURPOSE: The
Company’s purpose shall be to engage itself, either per se or
through third parties, with third parties or associated with third
parties or under contracts entered into with public or private
physical or artificial persons, or by means of the organization
and/or acquisition of artificial persons in the Republic of
Argentina or abroad, in the following businesses: I) REAL ESTATE INVESTMENTS, OPERATION AND
DEVELOPMENT: through the purchase, sale, swap, acquisition
and/or conveyance for any valuable consideration, including
permissions acquired by purchase, assignment, conveyance,
possession, merger or a grant by the Government and the Company
being, to that end, authorized to apply to the national, provincial
and municipal governments, for permits and concessions for real
estate fit for any use whatsoever, whether urban or rural, within
or without Argentina, and/or through the creation, acquisition
and/or conveyance, for any valuable consideration, of companies
owning such real estate; development, subdivision, (including
through the regime of condominium property), urbanization, lotting,
organization, use, exploitation, marketing, and/or disposal
(including through the regime of condominium property) pursuant to
any legal means, contemplated in codified law or not, including
purchase and sale, lease, trust, concession, lodging agreement,
garage agreement, assignment, agreements pursuant to which real
property and/or personal property or credits are created and/or
conveyed, etc., over all kinds of real property, whether owned by
the Company or by third parties, whether urban or rural, located
within or without Argentina, for the purposes and/or uses which,
subject to current rules and regulations, are deemed most advisable
on a case by case basis, including but not limited to, homes,
offices for enterprises and/or professionals, retail stores and/or
shopping malls of any size, operation of hotels, apart-hotels,
hostels, time-sharing, shopping centers, malls, business strips,
multi-storey car parks, parking lots, lots, country clubs, private
neighborhoods, private cemeteries, sports centers, entertainment
centers, tourist attractions and/or entertainment centers, etc.;
II) INVESTMENTS IN
SECURITIES of any kind: through the purchase, sale,
exchange, lease or any other type of authorized transaction
involving shares, negotiable obligations, corporate or Government
bonds, certificates of ownership interests in any type of assets,
any type of securities, issued by the public or private sector, in
Argentina or abroad, personal property and animals of any kind,
intellectual property, letters patent, trademarks and industrial
rights, designs, power supply and, overall, any other type of
personal property and/or rights and the operation and use of such
personal property and/or rights; III) CONSTRUCTION AND/OR OPERATION OF
PUBLIC WORKS, SERVICES AND PROPERTY: to build, implement,
carry out, operate and/or manage public works, public utilities
and/or public property, either as a concessionaire, licensee or
under any other legal title or modality, irrespective of the use of
such, to participate in concessions and/or licenses for public
works and/or services and/or property and/or assets and to acquire
ownership interests in investment companies that own interests in
licensees or concessionaires; IV) REPRESENTATIONS:to accept and
carry out representation assignments, agencies, commissions,
consignments and/or business management; V) MANAGEMENT: to manage all types
of real or personal property, funds, portfolios of loans, real or
personal property, assets of any type, either the Company’s
or a third party’s, to run homeowners’ associations,
parking spaces, garages, multi-storey car parks and parking lots,
to carry out agency agreements and/or management assignments, to
accept the position of trustee, etc.; VI) CONSTRUCTIONS: to build,
recycle, refurbish, revamp, carry out, develop, etc. real property,
either the Company’s or a third party’s, in the private
and in the public sector, irrespective of their use and in
compliance with the applicable rules and regulations, through one
or more professionals and/or representatives who are duly qualified
and licensed to do so; VII) Advice: advise third parties on
the activities mentioned in paragraphs I) to VI) of this Section,
as well as on the planning and development of any kind of works, in
all cases, as applicable, in compliance with the applicable laws,
through qualified and duly licensed experts and/or
representatives;and
VIII) FINANCING for
Real Estate Ventures and/or Projects and/or Works and/or
Transactions: To grant loans to be applied to funding real estate
undertakings, projects, works and/or developments, to third parties
in the private or public sector and/or for the acquisition of real
estate, either new or used, irrespective of the use to be given to
such real estate, to make capital and/or technology and/or know how
contributions for the same purposes already quoted, requesting, in
each case, the collateral deemed advisable; this expressly includes
granting loans to the Company’s personnel, irrespective of
their position and in accordance with the credit rating of each
employee and subject to the establishment of a security interest,
either personal or real; all of which shall be in compliance with
the applicable rules and regulations and to the extent such
transactions are not within the scope of the Law of Financial
Institutions of Argentina. IX) FINANCING, CREATION, DEVELOPMENT AND
OPERATION OF INTERNET-RELATED UNDERTAKINGS, SITES OR
PROJECTS: To finance, create, develop and/or operate any
type of Internet undertaking, project or site, related,
supplementary or ancillary to any of the activities described in
the preceding paragraphs I) through VIII). SECTION FIVE: MEANS FOR FULFILLMENT OF
CORPORATE PURPOSE: A) For a better fulfillment of its
corporate purpose, the Company shall have full legal capacity to
acquire rights, undertake obligations and carry out any kind of
legal acts related to its corporate purpose and not expressly
prohibited by the laws or these Bylaws. B) In particular, the
Company may: 1) Acquire through purchase or under any other title,
real or personal property and any kind of rights, titles, shares or
securities and sell, assign, exchange or otherwise dispose of them
under any title, or give them as collateral and encumber them,
including by way of guarantee trusts, mortgage, pledge or any other
in rem right, and set up easements thereon; 2) Associate with third
parties, be they physical or artificial persons, by organizing
companies or acquiring interests in companies, entering into
temporary business union or pooling agreements; 3) Enter into any
kinds of contracts; 4) undertake any kind of obligations, including
loans, and execute any kind of transactions with official or
private banks, whether national or foreign, international credit
agencies and/or any other kind of institutions; 5) Grant commercial
loans related to its business; 6) Take and grant powers of
attorney; 7) Accept and make donations; 8) Issue negotiable
obligations and other debt securities, in Argentina or abroad,
denominated in any currency, either secured or unsecured and
convertible or not into shares of the Company, as well as other
securities. C) In furtherance of the development of the activities
included in its corporate purpose, the Company shall be entitled to
organize companies or have interests in public or private
artificial persons, domiciled in Argentina or abroad. TITLE III. CAPITAL
AND SHARES. SECTION SIX:
CAPITAL: The movements in the corporate capital shall be
reflected in the Company’s balance sheets, indicating
authorized amount, class and category of shares, par value and
number of votes per share. SECTION
SEVEN: SHARES: A) The Company’s shares are designated
as common, book-entry shares of one peso ($1) par value each,
entitled to one (1) vote per share. B) The Company may issue
preferred shares, either with or without voting rights, which shall
be issued in book-entry form. Preferred shares shall be entitled to
a preferred dividend, either cumulative or not, pursuant to their
terms of issue. Preferred shares may also be entitled to an
additional share in the net income. SECTION EIGHT: ISSUE OF SHARES: A) The
capital may be increased by resolution of the general ordinary
shareholders’ meeting. B) Each issue of shares shall be
implemented in compliance with the rules of the Argentine
Securities Commission, the Exchanges where the Company’s
shares are listed, and the Superintendency of Corporations, as well
as such foreign rules as may applicable. Any resolution to increase
the stock capital shall be cast into a public deed, unless
otherwise resolved by the Shareholders’ Meeting on each
opportunity, and recorded in the Public Registry of Commerce. C)
The Shareholders’ Meeting that resolves upon the issue shall
determine the features of the shares to be issued, and may delegate
on the Board of Directors the power to determine the time of issue,
method and conditions of payment, and delegate any other powers
permitted by applicable laws and regulations. D) The holders of
common shares are entitled to subscribe for new shares pro rata to
their respective holdings, in which case they shall exercise such
right in the manner and within the term set by the
Shareholders’ Meeting and the applicable regulations. In
addition, the shareholders who exercise their preemptive
subscription rights shall have an accretion right in the event
that, upon expiration of the term for exercising preemptive
subscription rights, there shall remain an unsubscribed balance;
accretion rights shall be exercised concurrently with preemptive
subscription rights. E) Should any capital increase be levied by
any tax in the future, it shall be paid on the date of execution of
the corresponding registration documents. SECTION NINE: SHARE TRANSFERS: 1. Share
Transferability. 1.1. Freedom of conveyance; Limitations. The
transfer of Company shares is not subject to any limitation, except
in the situations described in paragraphs 2. and 3. as in such
cases the relevant provisions under this section shall apply. Such
relevant provisions are related in scope to the limitations upon
transferability contemplated in section 214 of Law No. 19,550. It
is expressly clarified that such limitation shall apply to: (i) the
tender offers regulated by the Regime of Transparency in Public
Offerings (Decree No. 677/01), the General Resolutions issued by
the Argentine Securities Commission (CNV) and/or any other
regulation that may amend, supplement or replace them; (ii) the
subscription of shares or any other mechanism that permits the
effective acquisition or subscription of shares. 1.2. Scope of
application. In the application of this section to the mandatory
requirements imposed on tender offers, shares shall be understood
to refer to (i) share coupons that confer the right to the delivery
of shares; (ii) overall, any other instrument or right exercised
that entitles to the delivery of shares, including warrants or
purchase options, convertible securities or similar securities that
enable the acquisition of shares with voting rights; and (iii)
Global Depositary Receipts or American Depositary Receipts. From
this point onwards, the use in this section of the term securities,
shares or any variation thereof shall be understood to have the
scope described in the preceding paragraphs. 2. Takeovers. 2.1.
Acquisitions of Controlling Interests. Relevant Acquisitions. For
the benefit of the Company and of the shareholders who would be
adversely affected by a takeover of the Company without payment of
sufficient valuable consideration (control premium) if the
provisions in paragraph 3. are not complied with, direct or
indirect acquisitions of shares that may allow the purchaser to
obtain a controlling interest over the Company (takeovers) shall be
prohibited. And, even if such control were not conferred, if the
shares intended for acquisition were to represent, in the
aggregate, thirty-five per cent (35%) or more of capital stock,
with the intended acquisition being for such percentage or for a
lower percentage which on top of previously acquired shareholdings
would reach or exceed 35% (relevant acquisitions), acquisitions
shall be prohibited. 2.2. Exclusions. The following cases shall be
excluded from the requirements described in paragraph 3: (i)
acquisitions by existing shareholders or by those exercising
control over shares or convertible securities in accordance with
the provisions of Decree 677/2001, irrespective of the application
of the regulations imposed by the Argentine Securities Commission;
and (ii) when shareholdings exceed thirty-five per cent (35%) of
the Company’s capital stock, to the extent such excess is due
to a distribution of shares or share dividends resolved by the
Company’s Shareholders’ Meeting with the requisite
majorities mandatory when dealing with extraordinary points in the
agenda or in the framework of an issuance of shares as a result of
a merger approved by the Company’s Shareholders’
Meeting, subject, in both cases, to the disposal of such excess
shareholdings on the earlier of a term of one hundred and eighty
days (180 days) counted from the moment the shareholdings were
credited to the shareholders’ account or prior to holding any
Shareholders’ Meeting. 3. Takeover Bid (“OPA” in
Spanish). 3.1. Definition. For all purposes of this section and
irrespective of the application of the Regulations of the Argentine
Securities Commission to other cases not included herein, as is the
case of sub-paragraph 2.2. in the preceding paragraph, tender
offers (OPA in Spanish) shall be understood to refer to those
pursuant to which, considering all the actions taken, an
individual, a legal entity or a group of individuals or legal
entities that make the tender offer, aim to obtain an amount of
shares such that control over the Company shall be obtained or
either a portion of the capital stock equal to or higher than
thirty-five per cent (35%), even when such portion of capital stock
were not in itself sufficient to obtain control over the Company.
For all the purposes of this section, the following holdings shall
be accumulated: those in the possession of individuals or legal
entities acting in concert or under common management, or being the
bidder’s controlling or controlled companies as well as
holdings in trusts in which the bidder and/or any individual or
legal entity acting in concert or under common management or being
the bidder’s controlling or controlled company are directly
or indirectly beneficiaries or holders of voting rights. Without
prejudice to any penalties that may be imposed on the parties that
acting in concert though failing to express such actions in
conformity with applicable statutory and regulatory requirements,
an action in concert shall be presumed to exist when: (i) in the
case of individuals, there is relationship either by blood or by
marriage up to the fourth degree; (ii) in the case of legal
entities or other bodies corporate, when there is a common
controlling entity, or when, at least a third of management members
are the same in those legal entities or bodies corporate. The above
notwithstanding, it is expressly understood that no action in
concert shall be presumed when there are holdings accumulated by
group investment entities with at least 100 members in each one
which, and even while under common management, such holdings do not
exceed forty-five per cent (45%) of the Company’s capital
stock and such institutions expressly represent that they do not
aim to obtain or exercise control over the Company. 3.2.
Requirements and Procedure. 3.2.1. Notice to the Company; content,
elements and information. Irrespective of the submission of the
tender offer to the Argentine Securities Commission by the bidder,
the bidder must simultaneously with such submission, serve the
Company with a written notice of the tender offer it intends to
make. The notice shall notify the Company, through a presentation
addressed to its Board of Directors, of all the terms and
conditions of any agreement or preliminary agreement entered or
intended to be entered between the bidder and a Company shareholder
under which the bidder would be in the situation described in
subparagraph 2.1. of the preceding paragraph (hereinafter the
“Preliminary Agreement”) in the event of consummation.
In addition, the notice to be served upon the Company shall be
accompanied through any reliable means by the following information
and elements: (i) The bidder’s identity, nationality,
domicile and telephone number; (ii) Should the bidder be a group of
individuals, the identity and domicile of each one and those of the
managers of each person or entity making up the group, including
the identity of the controlling entity of the bidder; (iii) The
consideration offered in exchange for the shares and/or securities,
expressly itemized pursuant to the relevant mechanism chosen from
amongst those described in paragraph 4 (Price) as well as the
origin of the funds required to comply with the covenants arising
from the tender offer. If the tender offer were subject to the
effective acquisition of a minimum number of shares or convertible
securities, such minimum number is to be stated; (iv) The term
during which the tender offer shall be in force, which should be
the maximum term authorized by the regulations of the Argentine
Securities Commission, computed as therein established; (v) An
express statement that the tender offer is to be open to
allshareholders and that
the bidder takes on an irrevocable obligation to acquire all the
shares offered subject to the sole condition that the aggregate bid
is to exceed the minimum amount informed; (vi) An express waiver of
the right to assert any claim whatsoever that may arise from the
withdrawal of any acceptance provided that such withdrawal were to
take place during the term of legal validity of the tender offer
(vii) The formal requirements to be met by the acceptance of the
tender offer, which must necessarily include the complete identity
of the shareholder, the number of securities whose sale has been
accepted as well as the establishment by the shareholder tendering
acceptance of a domicile of choice for purposes of this section
nine (viii) The accounting records provided for in sections 67 and
234, sub-section 1 of Law No. 19,550 for the last three (3) fiscal
years of the bidder or bidders and of their controlling entities,
with the minutes documenting approval, if applicable, or the filing
of similar documentation in the event the bidder were a person not
governed by the provisions of Law No. 19,550; (ix) The policies
that the bidder and its controlling entities have in place as
regards the distribution of dividends, the formation of reserves,
either voluntary or pursuant to the by-laws, if any, when such
policies may not be clearly surmised from the accounting
documentation or when they have been agreed upon pursuant to
agreements amongst the shareholders, and if this were the case, a
copy of these agreements must be provided as well and the policies
in that respect that the bidder intends to establish in the event
the tender offer were successful; (x) The funds necessary for the
Company to incur the expenses inherent in transmitting such
information to the shareholders; (xi) The statement by the bidder
that the tender offer is not within the scope of Law No. 25,156,
Defense of Competition or any rule that replaces it, or, if
applicable, a copy of all the documentation filed with the
antitrust authorities or a commitment to file such documentation
simultaneously with the antitrust authorities and with the Company;
(xii) a covenant by the bidder that it will provide the Company
with any documentation required to be filed with the Argentine
Securities Commission or other regulatory agencies in Argentina or
abroad in relation to the tender offer simultaneously upon filing
such documentation with any such authorities; and; (xiii) a detail
of any prior acquisition of shares in the Company by the bidder, by
all the individuals or legal entities that had acted in concert or
under common management, either as the bidder’s controlled or
controlling entities, and the acquisitions of shares by trusts in
which the bidder, all the individuals or legal entities that may
have acted in concert or under common management, either as the
bidder’s controlled or controlling entities are beneficiaries
or holders of voting rights, with a copy of any filing with the
Argentine Securities Commission or any other foreign regulatory
agency in relation with such acquisition. As a condition precedent
for the procedure to continue, and within a term no shorter than 5
(five) business days, the Board of Directors shall require, if
applicable, that any related information be completed or clarified
and it may also request any other additional information or
elements when the Board deems it necessary to be better informed
and to proceed to a better assessment of the bid, in compliance
with the Board’s fiduciary duties to the shareholders and for
the benefit of the Company’s interests. 3.2.2. Publications.
Term of the tender offer. Upon filing the tender offer with the
Argentine Securities Commission and serving notice thereof
onthe
Company, the bidder must simultaneously publish a notice containing
substantially all the information detailed above. The notice is to
be published for the term and in the media determined by the
regulations of the Argentine Securities Commission and
additionally, for three (3) days, at minimum, in a newspaper of
general circulation in the City of New York and in any other city
in whose stock exchange or market the Company’s shares or
securities are listed, without prejudice of the bidder’s duty
to comply with any applicable rules and regulations established by
foreign authorities. The term of the tender offer shall be the
maximum admitted by the regulations of the Argentine Securities
Commission and it shall start to run the day immediately after the
last publication referred to above. 3.2.3. Report by the Board of
Directors. Notice to the addressees of the tender offer. Within ten
(10) business days of receipt of the communication mentioned in
3.2.1., or, if all its requirements have been met, the Board of
Directors shall draft and approve an in-depth report of the
implications and likely forecasts that in the opinion of the Board
the tender offer would imply for the Company and the shareholders
with a specific and duly grounded opinion on the suitability of the
transaction proposed to the interests of the Company and the
consequential recommendation that the Board of Directors deems
advisable. Such report must also contain (i) the Board of
Directors’ opinion on the reasonableness of the price offered
in the tender offer and a technical recommendation whether to
accept or reject the bid, (ii) information on any decision, either
made or to be made or under study that has a reasonable likelihood
of succeeding and that in the opinion of the Board is relevant for
the purpose of accepting or rejecting the bid and, (iii)
information on the acceptance or rejection of the tender offer
intended by the Directors - including the Directors members of the
Executive Committee - and by first line managers who are
shareholders in the Company. Once such report is ready, without
prejudice to the filings with the Argentine Securities Commission
and the Buenos Aires Stock Exchange or self-regulated exchange
where the Company’s securities are listed, the Board of
Directors shall send such report and recommendation by mail to each
shareholder, together with a copy of the notice served by the
bidder as set forth in 3.2.1. with a summary of the information
therein contained. 4. Price. The price per share shall be the same,
it shall be monetary and may not be less than the highest price per
share or security resulting from any of the following: (i) the
highest price per share paid by the bidder, or on behalf of the
bidder, for any acquisition of shares within 2 (two) years
preceding the notice mentioned in 3.2.1., adjusted to reflect any
stock-split, share dividend, subdivision, creation of classes
and/or reclassification thereof or any reclassification that
affects or relates to the shares; (ii) the highest selling price at
closing during the thirty-day period immediately preceding the
notice mentioned above, of one share as quoted in the Buenos Aires
Stock Exchange, in each case adjusted to reflect any of the
contingencies listed in the preceding (i) affecting or relating to
the shares and/orconvertible securities;
(iii) the highest price resulting from the calculation made as
explained in (i) and (ii), multiplied by the coefficient resulting
from such price and the lowest price in the two-year period prior
to the period referred in (i) above or (ii) above, as applicable.
In each case, the price shall be adjusted taking into account any
of the contingencies explained in (i) affecting or relating to the
shares and/or convertible securities; (iv) earnings per share
recorded by the Company during the last four fiscal quarters
complete and known and immediately preceding the date on which the
notice of the tender offer was served upon the Company multiplied
by the highest price/earnings ratio recorded by the Company in the
two-year period immediately preceding the date of the notice
referred to above. Said figures shall be determined on the basis of
the average quotation of the Company’s shares and the
earnings of the last four fiscal quarters known upon determination;
and (v) the book value of the Company’s shares at the time it
was served with the notice of the tender offer, multiplied by the
highest coefficient resulting from the ratio between the price of
the Company’s share and the most recent book value known at
the time of each calculation in the two years preceding the notice
of the tender offer served on the Company. 5. Withdrawal. The
shareholders or holders of securities who accepted the tender offer
may withdraw such acceptance throughout the remaining period of
validity of the tender offer and the bidder shall have no right to
assert any claim whatsoever. Withdrawals of the acceptance are to
be notified to the bidder in the domicile informed in the notice of
the tender offer served on the Company; in the event there was more
than one bidder, such notice of withdrawal shall be valid when
served upon any of them. 6. Scope of the acquisition. The bidder
shall acquire all the shares in the possession of all the
shareholders who accepted the tender offer. If the number of such
shares were less than the minimum number fixed by the bidder as a
condition to proceed to the acquisition, the bidder may withdraw
the bid. 7. Outcome of the tender offer. Within 48 (forty-eight)
hours of expiration of the term of legal validity of the tender
offer, or simultaneously with the communications that are to be
sent in conformity with the regulations of the Argentine Securities
Commission, the bidder must notify the Company, by any reliable
means, of the acceptances tendered, detailing for each one the
information related to the party tendering the acceptance as
described in 3.2.1. (vii). The Board of Directors shall make such
information available to the shareholders in the Company's
registered office and shall publish it for one (1) day in the same
media referred to in 3.2.2. 8. Non-compliance with the
requirements. The acquisitions that do not meet the requirements
set forth in this section may not be enforced against the Company
and they shall not be entered in the Company’s Stock Register
irrespective of whether this register is kept by the Company or by
a third party. If the Stock Register were kept by a third party,
any relevant entries shall be made only when the Board of Directors
has by any reliable means notified the entity responsible for
keeping the Stock Register that the procedure is complete and that
all applicable requirements have been met. Irrespective of this
preceding sentence, shares acquired in breach of the provisions in
this section, even if entered in the Stock Register, shall have no
political or economic rights until the situation relating to
acquisition thereof has been duly regularized. Neither shall they
be computed in order to determine quorum in the Company’s
shareholders’ meetings. 9. Consideration of tender offers in
which consideration does not meet the requirements specified in
paragraph 4 of this Section Nine. If all other requirements imposed
on tender offers in accordance with this Section Nine have been met
but the consideration tendered in exchange for the shares does not
meet the requirements specified in paragraph 4 of this Section
Nine, theBoard of Directors
shall publish the existence of such tender offer for two (2) days
in the Bulletin of the Buenos Aires Stock Exchange and in two other
publications of general information for investors. If, within 45
(forty-five) days subsequent to publication of the tender offer, at
minimum 15% (fifteen per cent) of the shareholders so requested, at
its cost the Company shall: (i) hire a leading investment bank to
be proposed by the shareholders who made the request for the bank
to analyze the tender offer and to issue an opinion on the value of
the Company’s shares and (ii) call, as soon as practicable
after receipt of such opinion, a shareholders’ meeting in
order to consider any amendments to the by-laws that may be
required to accept the bid. Irrespective of these provisions, the
limitations upon transfers of shares contemplated in this Section
Nine as regards the consideration tendered in exchange, shall not
be applicable when the bidder has obtained the express and written
agreement of the shareholders representing a percentage of capital
stock and votes not below 51% (fifty-one per cent), in which
assumption there shall be no need to hire an investment bank or to
obtain a resolution by the shareholders’ meeting. For all the
purposes of this section nine, the shares acquired by the Company
shall be considered excluded from the calculation bases used to
compute majorities”. SECTION
TEN: PUBLIC OFFERING. The Company may publicly offer its
shares in any Argentine or foreign Stock Exchange or Securities or
Over-the-Counter Market, by fulfilling all the necessary
requirements and procedures. TITLE IV.
NEGOTIABLE OBLIGATIONS AND OTHER SECURITIES. SECTION ELEVEN: NEGOTIABLE OBLIGATIONS. OTHER
SECURITIES. (A) The Company may issue in Argentina or
abroad, negotiable obligations or other securities, either typical
or atypical in accordance with Law No. 19,550 and any special
statutes that may apply. (B) The issue shall be decided by an
ordinary or extraordinary general shareholders’ meeting,
whichever applies, according to the special legislation or by the
Board of Directors if this were specifically authorized by the
applicable rules and regulations. The shareholders’ meeting
may delegate upon the Board of Directors to decide on any or all of
the conditions of the issue. (C) The Company may issue other
securities permitted by applicable laws which may be convertible
into shares or not. In the case of convertible securities,
shareholders shall have pre-emptive rights. (D) The Company is also
authorized to create classes of shares representing an ownership
interest in compliance with the regulations set forth by the
Argentine Securities Commission. TITLE V. MANAGEMENT
AND ADMINISTRATION. SECTION
TWELVE: BOARD OF DIRECTORS. (A) Management and
administration of the Company’s business is vested in the
Board of Directors consisting of not more than
fourteen  (14) nor fewer than eight (8) regular members,
and an equal or smaller number of Alternate Directors, as resolved
by the general ordinary shareholders’ meeting. Alternate
directors shall fill any vacancies arising in the Board in the
order in which they were appointed, whether such vacancy were due
to the absence, resignation, leave of absence, disability,
disqualification or death of the Regular Director and, when such
grounds for substitution are temporary, they are subject to the
prior approval by the Board. B) Each Director shall hold office for
three (3) fiscal years and may be unlimitedly re-elected. C)
Notwithstanding rules requiring election by cumulative vote, the
Directors shall be elected by slate, so long as no shareholder
objects. In the event a shareholder objects, voting shall be for
each individual nominee. The slate or individual nominees, as the
case may be, shall be elected upon receiving a majority of votes.
If no slate were to obtain a majority, there shall be a new vote
between the two slates or individual nominees receiving the most
votes, the slate or individual nominees with the most votes being
deemed elected. SECTION
THIRTEEN: Regular directors shall deposit in guarantee for
the performance of their duties at least Pesos ten thousand
($ 10,000) or its equivalent in government securities, or
where appropriate, through any of the options permitted by the
applicable law. SECTION FOURTEEN:
VACANCIES. If any position on the Board of Directors becomes
vacant in the event of death, disability, disqualification,
resignation, removal or temporary absence of one or more Regular
Directors, and there are no Alternate Directors available,
preventing the Board from holding sessions validly, the Supervisory
Committee shall designate Directors to fill all such vacancies
until the next general ordinary shareholders’ meeting is
held. SECTION FIFTEEN: DISTRIBUTION
OF POSITIONS. At the first Board of Directors’
meeting, after each general ordinary shareholders’ meeting,
the Board of Directors shall appoint, from amongst its members, the
Regular Directors who shall hold the offices of Chairman, First
Vice-Chairman and Second Vice-Chairman. SECTION SIXTEEN: MEETINGS. A) The Board
of Directors shall hold meetings with the minimum frequency
required by applicable law, provided, however, that the Chairman or
his substitute may call a meeting when it is deemed advisable or
upon request by any member. B) Notices of meetings shall be made by
reliable means by the Chairman, or his substitute, at least five
days prior to such meeting, indicating the agenda. Items not
included in the agenda may be considered if originated after notice
of such meeting was made and were considered an urgent matter. C)
The Board of Directors shall register all decisions adopted in a
minute book legalized for such purpose. The Company’s Board
of Directors may act with members in attendance, or communicated
with each other by other means of simultaneous transmission of
sound or images and sound, either existing or to be created in the
future and in accordance with the laws in force. The supervisory
committee shall put on record the legality of the resolutions
adopted. In any event, board minutes shall reflect the kind of
participation in the case of members participating from a remote
location. SECTION SEVENTEEN: QUORUM
AND MAJORITIES. (A) A quorum for a meeting of the Board of
Directors is an absolute majority of its regular members or
alternates substituting for regular members. (B) Resolutions of the
Board of Directors shall be passed upon the affirmative vote of a
majority of the Directors in attendance. In case of an impasse, the
Chairman or the person substituting for the Chairman shall be
entitled to casting vote. (C) The Resolutions of the Board of
Directors shall be deemed handed down if quorum had been formed
with the directors physically in attendance in the place where the
meeting is held, with the remaining directors being authorized to
take part in the resolutions adopted to the extent they are able to
communicate with the directors physically present through a
mechanism that allows them to voice their opinions and cast their
votes simultaneously, such as videoconferencing and similar means.
SECTION EIGHTEEN: POWERS OF THE
BOARD OF DIRECTORS. The Board of Directors has broad powers
to organize, manage and direct the Company, including matters
requiring special powers, according to section 1881 of the Civil
Code and section 9 of Decree-Law No. 5965/63. As a result, the
Board of Directors may enter into any legal act necessary to
fulfill the corporate purpose on behalf of the Company, such as
purchase, sell, exchange, lease personal or real property of any
kind, being entitled to set up any kind of in rem rights, grant or
receive any pledge, mortgage, personal or other guarantees; enter
into any kind of private contracts necessary to fulfill the
corporate purpose; give or receive money or security loans, operate
with any kind of state or private bank, financial company or
entity, national or foreign; issue, endorse or discount promissory
notes, bills of exchange and checks on funds or overdrafts; grant
and revoke general and special powers of attorney, for court
matters, management or others, with broad powers, with or without
substitution authority; appoint and remove managers, fixing their
salaries and powers; commence, pursue, respond or withdraw
complaints or criminal actions; and in general, take any legal step
necessary related to the purpose of the Company. The Board of
Directors shall be further empowered to call shareholders’
meetings, either general or special, ordinary or extraordinary, as
the case may be, establishing the agenda, and shall annually submit
to the consideration of the annual ordinary shareholders’
meeting, the annual report and financial statements corresponding
to the running fiscal year within the legal term and under due
form. The foregoing enumeration is not limitative. Therefore the
Board of Directors may, in general, enter into any transaction, act
or contract related to the corporate purpose in compliance with the
laws. The authority to answer interrogatories during legal
proceedings or arbitration shall be vested on the Chairman or on
the First or Second Vice-Chairman or on the person/s generally or
specially appointed by the Board of Directors. SECTION NINETEEN: REPRESENTATION OF THE
COMPANY. The representation of the Company is exercised: (A)
by the Chairman of the Board of Directors or his (her) substitute
in accordance with these By-laws, or (B) by any two of the
remaining Regular Directors acting jointly. In this latter case,
the Directors acting on behalf of the Company shall require
authorization pursuant to a minute of the meeting of the Board of
Directors in which the act involved is authorized. In order to
respond to interrogatories in legal proceedings on behalf of the
Company, the provisions in the final part of SECTION EIGHTEEN shall
apply. SECTION TWENTY:
CHAIRMAN. In addition to the powers and duties concerning
any Regular Director, the Chairman shall represent the Company
under the provisions set forth in the previous section, and has a
casting vote in the event of a tie at a meeting of the Board of
Directors. The Chairman shall have the duty to comply with and
cause the Company to comply with applicable laws, decrees and other
regulations, these By-laws and shareholders’ and Board of
Directors’ resolutions. SECTION TWENTY-ONE: VICE-CHAIRMAN: (A)
The First Vice Chairman shall replace the Chairman in the event of
death, disability, disqualification, resignation, removal, or
absence, whether permanent or temporary. (B) Should the First Vice
Chairman be unable to assume the duties of the Chairman for any of
the foregoing reasons, the Second Vice Chairman shall replace the
Chairman. (C) In any event, with the exception of a temporary
absence, the Board of Directors shall elect a new Chairman within
thirty days of a vacancy arising. SECTION TWENTY-TWO: EXECUTIVE COMMITTEE. (A) The
day-to-day business of the Company is managed by an Executive
Committee consisting of no fewer than five (5) and not more than
nine (9) regular members. Regular members of the Executive
Committee are elected from among the Board of Directors at the
first meeting held after the annual ordinary general
shareholders’ meeting. The Chairman, Vice Chairman and Second
Vice Chairman of the Board of Directors have to, necessarily, be
members of the Executive Committee; an alternate member, also
selected from the Board of Directors, serves on the Executive
Committee in the event of a temporary vacancy of any of the regular
members. Stepping down from the office of Regular Director for any
reason whatsoever shall automatically imply stepping down from the
office of member of the Executive Committee with no need of an
express decision. (B) The Executive Committee shall, at its first
meeting, designate from among its members a Chairman and a
Vice-Chairman, with the latter substituting for the former in the
event of absence or permanent or temporary inability to discharge
functions. (C) A quorum is achieved at a meeting of the Executive
Committee by the presence of three (3) members and adoption of a
resolution requires a majority of these three members. In the event
of an impasse, the Chairman or the person substituting for the
Chairman is entitled to two votes. (D) The Executive Committee, in
its first meeting, shall establish the frequency of its meetings,
irrespective of the meetings to be held when summoned by its
Chairman or the person substituting for the Chairman or in response
to a request by any of its members, which requested meeting is to
be held within forty-eight (48) hours of the request. Under no
circumstances shall these meetings require an agenda previously
established and informed. Evidence of these meetings shall be
recorded in a book of minutes specially legalized for such purpose.
(E) The Executive Committee may divide its functions by creating
special three-member (3) Sub-committees and any of these three
members may be replaced by the alternate member referred to above.
The sub-committees shall abide by the rules of operation previously
set forth. (F) Notwithstanding the powers granted to the Board of
Directors either by law or these By-laws, the Executive Committee
shall manage the day-to-day businesses which are not directly
managed by the Board of Directors by reason of its original powers
or by delegation. As a result, the Executive Committee may: (1)
subject to the strategic objectives established and the decisions
made by the Board of Directors, lay down and implement the
business, loan, financial and human resources policies to be abided
by the Company, as well as any other policy related to the
Company’s corporate purpose, executing and conducting any
agreement and transaction necessary, including those requiring
instrumentation through a notarial deed, (2) subject to the
structural guidelines established by the Board of Directors,
create, maintain, remove, restructure or transfer any
administrative and functional areas and departments within the
Company; (3) Create Special Committees, appoint Executive Vice
Chairmen, Executive Directors and/or analogous functional
structures or levels, appoint the persons who shall fill such
positions and determine the scope of their duties; 4) Approve the Company’s
headcount, appoint managers, including the general managers and
deputy managers and determine their duties, hire personnel of any
rank or hierarchy, establish the levels of compensation to be
earned by each position in the payroll as well as working
conditions and make any other decision related to the
Company’s human resources, including promotions and
dismissals, with the Chairman of the Executive Committee being
authorized to decide transfers, relocations and/or removals and to
impose any penalties applicable; 5) Propose to the Board of Directors the
creation, opening, transfer or closure of branches, agencies or
representative offices within or without Argentina, as well as any
involvement in the creation of other companies, including pursuant
to acquisitions in other companies domiciled in Argentina or abroad
and the disposal, either in whole or in part, of any ownership
interests related thereto and supervise the operation of all of
them, imparting instructions as applicable in relation to the
exercise of corporate rights; 6) Manage and dispose of corporate
property on the basis of the general guidelines established by the
Board of Directors and irrespective of the attributes of the Board
and, with the same scope, borrow funds to apply them to the
Company’s operations; 7) Prepare and submit to the
consideration of the Board of Directors any plans necessary to
develop the policies referred to in sub-section 1) of this
paragraph as well as the regime applicable to agreements, the
annual budget and the estimates related to expenses, investments
and levels of indebtedness; 8) Approve reductions, waiting periods,
refinancings, novations, debt cancellations and/or waivers of
rights whenever necessary and/or advisable to the Company’s
day to day operations; 9)
Establish its own internal regulations, if deemed necessary. The
preceding list is merely illustrative and the Executive Committee
is authorized to carry out any actions necessary inherent in the
day-to-day conduct of its corporate business. It is expressly
understood that the above functions may be discharged by assigning
them to the Special Committees whose creation is contemplated in
paragraph E). Irrespective of the attributes of the Board of
Directors and of the attributes vested in the Company’s legal
representatives, the Minutes of the Executive Committee shall be
sufficient documentation to authorize the conduct of any ordinary
transaction of the Company, and the only transactions excluded from
this requirement are those whose amounts exceed 10% of the
Company’s net shareholders’ equity, calculated in
accordance with the most recent audited financial statements
available at the time of the transaction. TITLE VI.
SUPERVISION.
SECTION TWENTY-THREE: SUPERVISORY
COMMITTEE. A) The Company’s supervision is the
responsibility of a Supervisory Committee composed of three (3)
regular and three (3) alternate members. Members are elected at the
general ordinary shareholders’ meeting. In the first meeting
following the General Ordinary Shareholders’ Meeting, the
Supervisory Committee shall appoint a Chairman among its members.
B) Members shall be elected for a term of one (1) fiscal year. C)
The Supervisory Committee shall meet and adopt its resolutions upon
the presence and favorable vote of a majority of its members.
Pursuant to these By-laws, the Supervisory Committee shall meet
whenever it is so required to fulfill its responsibilities and to
comply with any applicable rules and regulations. E) The
resolutions adopted at such meetings shall be registered in an
officially validated minute book. F) In the event of death,
disability, disqualification, resignation, removal or absence,
whether permanent or temporary of the regular members, the
alternate members shall substitute for them in the order of
appointment. G) The members of the Supervisory Committee shall have
the powers and duties set forth under the Argentine Companies Law.
H)The
General Ordinary Shareholders’ Meeting shall fix the
Supervisory Committee’s compensation pursuant to the
provisions of the applicable laws. TITLE VII.
SHAREHOLDERS’ MEETINGS. SECTION TWENTY-FOUR: NOTICE OF
MEETING. (A) Shareholders’ meetings are convened by
the Board of Directors or the Supervisory Committee as required by
law or as requested by the holders of at least five percent (5%) of
the capital stock of the Company. A meeting requested by the
shareholders must be held within thirty (30) days after receipt of
such request. B) The first and second notice of ordinary
shareholders’ meetings may be made simultaneously pursuant to
Section 237 of Law No. 19,550, notwithstanding the provision for
unanimous meetings. If simultaneous notice was not given, a
Shareholders’ Meeting that is held on second notice for
failure to reach quorum at its first notice must be held within
thirty (30) days thereafter, in compliance with the publications of
notices required by the laws. C) Shareholders’ Meetings,
irrespective of their kind, may be held from remote locations and
may proceed with shareholders present in person or communicated
with each other by means of simultaneous transmission of sound,
images and words, such as video conferences or other comparable
means, always provided that the accreditation, registration, quorum
and representation rules are observed and the virtual confluence
and simultaneous participation of the attendants, as well as
immediacy in the oral communication and vote casting processes, are
ensured. The Supervisory Committee shall put on record the legality
of the resolutions adopted. The Board of Directors shall establish
the rules and further technical matters governing remote attendance
at such meetings and their correct registration, all in compliance
with the laws in force and the rules issued by the controlling
authority. In all cases, remote Shareholders’ Meetings shall
maintain the same jurisdiction as the Company’s. The
computation of quorum at remote Shareholders’ Meetings shall
include the shareholders who are present through the means of
simultaneous transmission of sound or image and sound, either
existing at present or to be created in the future, and in
accordance with the laws in force. SECTION TWENTY-FIVE: SHAREHOLDERS’
REPRESENTATION. A) Shareholders may be represented at any
shareholders’ meeting by granting a proxy by private
instrument certified by a notary, judicial or bank officer. B) The
rights to shares held jointly must be exercised in
unison. SECTION TWENTY-SIX:
CHAIRMANSHIP. Shareholders’ Meetings shall be presided
by the Chairman of the Board of Directors, or the Director then
acting as Chairman of the Board of Directors. SECTION TWENTY-SEVEN: QUORUM AND
MAJORITIES. Quorum and majority systems are ruled by
Sections 243 and 244 of Law No. 19,550 according to the
meeting, except for the quorum for an Extraordinary
Shareholders’ Meeting on second notice which shall be held
regardless of the number of shareholders with a right to vote
present at the meeting. TITLE VIII. BALANCE
SHEETS AND ACCOUNTS. SECTION
TWENTY-EIGHT: FISCAL YEAR. Fiscal years shall begin on July
1 and end on June 30 of the following year. The financial
statements required by law and by legal and technical resolutions
in force shall be drawn up as of such date. SECTION TWENTY-NINE: ALLOCATION OF
PROFITS. (A) Net income shall be allocated in the following
order: (1) 5% (five per cent) is retained in a legal reserve until
the amount of such reserve equals 20% (twenty per cent) of the
Company’s subscribed capital; (2) such amount as fixed by the
Shareholders’ Meeting is allocated to fees payable to the
Board of Directors and the Supervisory Committee; and (3) the
balance to dividends on shares and to the additional share in
profits conferred to preferred shares, as applicable, and to
dividends on common shares, or to voluntary reserve or contingency
reserve funds, carried forward or used for any purpose as
determined by the shareholders’ meeting. B) Cash dividends
shall be paid proportionally to the corresponding holdings within
thirty (30) days of their approval and the right to receive payment
on dividends shall expire three (3) years after they were made
available to the shareholders. (C) Annual dividends may be paid in
cash or in shares and in cash, jointly, except for those
corresponding to employee stock ownership programs, if issued,
which shall be paid solely in cash in the term established in
sub-paragraph (B). Any other dividends are to be made available to
the shareholders in a term not in excess of the term established by
the regulations of the Argentine Securities Commission, computed in
the manner therein established. Irrespective of the provisions
under Section 7, when the terms and conditions of issuance of
preferred shares do not expressly provide for the manner of payment
of the economic preference, the Shareholders’ meeting may
establish that it should be paid in shares of the same class as
those issued. (D) Quarterly dividend payments may be made in
accordance with applicable rules and regulations and the by-laws.
(E) Should distribution of dividends in cash be approved, upon
including the issue in the agenda as deserving special
consideration, payment thereof may be established to be paid in as
many installments as the shareholders’ meeting may have
decided, subject to the formalities and in the conditions and the
total term applicable in conformity with the regulations in force
upon making each decision. TITLE IX.
DISSOLUTION AND WINDING-UP. SECTION THIRTY: DISSOLUTION AND
WINDING-UP. A) When the Company shall decide its
dissolution, liquidation shall be performed by the Board of
Directors and the Supervisory Committee, unless the
shareholders’ meeting shall appoint a liquidation committee,
in which case, the Shareholders’ Meeting shall establish the
liquidators’ powers. B) Once corporate liabilities have been
met and the capital repaid, the surplus amount shall be distributed
ratably among the shareholders according to their respective
holdings, with the preferences as herein
stated.”