Exhibit 4.1


 


[EM&M Draft of 4/10/2007]


 




 





 


EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR)


 


AND


 


THE BANK OF NEW YORK


 


As Depositary


 


AND


 


OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES


 


Deposit Agreement


 


 


Dated as of                 ,
2007


 




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1.                                DEFINITIONS

  	
  2

  
	
  SECTION 1.01

  	
  American Depositary Shares

  	
  2

  
	
  SECTION 1.02

  	
  Argentine Law

  	
  3

  
	
  SECTION 1.03

  	
  Business Day

  	
  3

  
	
  SECTION 1.04

  	
  Commission

  	
  3

  
	
  SECTION 1.05

  	
  Company

  	
  3

  
	
  SECTION 1.06

  	
  Custodian

  	
  3

  
	
  SECTION 1.07

  	
  Deliver; Surrender

  	
  3

  
	
  SECTION 1.08

  	
  Deposit Agreement

  	
  4

  
	
  SECTION 1.09

  	
  Depositary; Corporate Trust Office

  	
  4

  
	
  SECTION 1.10

  	
  Deposited Securities

  	
  4

  
	
  SECTION 1.11

  	
  DRS

  	
  5

  
	
  SECTION 1.12

  	
  Dollars

  	
  5

  
	
  SECTION 1.13

  	
  DTC

  	
  5

  
	
  SECTION 1.14

  	
  Foreign Registrar

  	
  5

  
	
  SECTION 1.15

  	
  Governmental Authority

  	
  5

  
	
  SECTION 1.16

  	
  Holder

  	
  5

  
	
  SECTION 1.17

  	
  Owner

  	
  5

  
	
  SECTION 1.18

  	
  Receipts

  	
  6

  
	
  SECTION 1.19

  	
  Registrar

  	
  6

  
	
  SECTION 1.20

  	
  Restricted Securities

  	
  6

  
	
  SECTION 1.21

  	
  Securities Act of 1933

  	
  6

  
	
  SECTION 1.22

  	
  Shareholder Rights

  	
  6

  
	
  SECTION 1.23

  	
  Shares

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2.                                FORM OF
  RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN
  DEPOSITARY SHARES

  	
  7

  
	
  SECTION 2.01

  	
  Form of Receipts; Registration and
  Transferability of American Depositary Shares

  	
  7

  
	
  SECTION 2.02

  	
  Deposit of Shares

  	
  8

  
	
  SECTION 2.03

  	
  Delivery of American Depositary Shares

  	
  8

  
	
  SECTION 2.04

  	
  Registration of Transfer of American Depositary
  Shares; Combination and Split-up of Receipts; Interchange of Certificated and
  Uncertificated American Depositary Shares

  	
  9

  
	
  SECTION 2.05

  	
  Surrender of American Depositary Shares and
  Withdrawal of Deposited Securities

  	
  10

  



 


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  SECTION 2.06

  	
  Limitations on Delivery, Transfer and Surrender of
  American Depositary Shares

  	
  11

  
	
  SECTION 2.07

  	
  Lost Receipts, etc.

  	
  12

  
	
  SECTION 2.08

  	
  Cancellation and Destruction of Surrendered Receipts

  	
  12

  
	
  SECTION 2.09

  	
  Pre-Release of American Depositary Shares

  	
  12

  
	
  SECTION 2.10

  	
  DTC Direct Registration System and Profile
  Modification System

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3.                                CERTAIN
  OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES

  	
  14

  
	
  SECTION 3.01

  	
  Filing Proofs, Certificates and Other Information

  	
  14

  
	
  SECTION 3.02

  	
  Liability of Owner for Taxes

  	
  14

  
	
  SECTION 3.03

  	
  Warranties on Deposit of Shares

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4.                                THE
  DEPOSITED SECURITIES

  	
  15

  
	
  SECTION 4.01

  	
  Cash Distributions

  	
  15

  
	
  SECTION 4.02

  	
  Distributions Other Than Cash, Shares or Rights

  	
  15

  
	
  SECTION 4.03

  	
  Distributions in Shares

  	
  16

  
	
  SECTION 4.04

  	
  Rights

  	
  16

  
	
  SECTION 4.05

  	
  Conversion of Foreign Currency

  	
  18

  
	
  SECTION 4.06

  	
  Fixing of Record Date

  	
  19

  
	
  SECTION 4.07

  	
  Voting of Deposited Securities

  	
  20

  
	
  SECTION 4.08

  	
  Changes Affecting Deposited Securities

  	
  21

  
	
  SECTION 4.09

  	
  Reports

  	
  22

  
	
  SECTION 4.10

  	
  Lists of Owners

  	
  22

  
	
  SECTION 4.11

  	
  Withholding

  	
  22

  
	
  SECTION 4.12

  	
  Shareholder Rights and Duties of Shareholders

  	
  23

  
	
  SECTION 4.13

  	
  Change in Law

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5.                                THE
  DEPOSITARY, THE CUSTODIANS AND THE COMPANY

  	
  23

  
	
  SECTION 5.01

  	
  Maintenance of Office and Transfer Books by the
  Depositary

  	
  23

  
	
  SECTION 5.02

  	
  Prevention or Delay in Performance by the Depositary
  or the Company

  	
  24

  
	
  SECTION 5.03

  	
  Obligations of the Depositary, the Custodian and the
  Company

  	
  25

  
	
  SECTION 5.04

  	
  Resignation and Removal of the Depositary

  	
  26

  
	
  SECTION 5.05

  	
  The Custodian

  	
  26

  
	
  SECTION 5.06

  	
  Notices and Reports

  	
  27

  
	
  SECTION 5.07

  	
  Distribution of Additional Shares, Rights, etc.

  	
  28

  



 


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  SECTION 5.08

  	
  Indemnification

  	
  28

  
	
  SECTION 5.09

  	
  Charges of Depositary

  	
  30

  
	
  SECTION 5.10

  	
  Retention of Depositary Documents

  	
  31

  
	
  SECTION 5.11

  	
  Exclusivity

  	
  32

  
	
  SECTION 5.12

  	
  List of Restricted Securities Owners

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6.                                AMENDMENT
  AND TERMINATION

  	
  32

  
	
  SECTION 6.01

  	
  Amendment

  	
  32

  
	
  SECTION 6.02

  	
  Termination

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7.                                MISCELLANEOUS

  	
  34

  
	
  SECTION 7.01

  	
  Counterparts

  	
  34

  
	
  SECTION 7.02

  	
  No Third Party Beneficiaries

  	
  34

  
	
  SECTION 7.03

  	
  Severability

  	
  34

  
	
  SECTION 7.04

  	
  Owners and Holders as Parties; Binding Effect

  	
  34

  
	
  SECTION 7.05

  	
  Notices

  	
  34

  
	
  SECTION 7.06

  	
  Submission to Jurisdiction; Appointment of Agent for
  Service of Process; Jury Trial Waiver

  	
  35

  
	
  SECTION 7.07

  	
  Waiver of Immunities

  	
  36

  
	
  SECTION 7.08

  	
  Governing Law

  	
  36

  



 


iv

















 


DEPOSIT AGREEMENT


 


DEPOSIT AGREEMENT dated
as of                     ,
2007, among EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR), a company
incorporated under the laws of the Republic of Argentina (herein called the
Company), THE BANK OF NEW YORK, a New York banking corporation (herein called
the Depositary), and all Owners and Holders from time to time of American
Depositary Shares issued hereunder.


 


W I T N E S S E T H:


 


WHEREAS, the Company
desires to provide, as hereinafter set forth in this Deposit Agreement, for the
deposit of Shares (as hereinafter defined) of the Company from time to time
with the Depositary or with the Custodian (as hereinafter defined) as agent of
the Depositary for the purposes set forth in this Deposit Agreement, for the
creation of American Depositary Shares representing the Shares so deposited and
for the execution and delivery of American Depositary Receipts evidencing the
American Depositary Shares; and


 


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


 


NOW, THEREFORE, in
consideration of the premises, it is agreed by and between the parties hereto
as follows:


 


ARTICLE 1.                                DEFINITIONS


 


The following definitions
shall for all purposes, unless otherwise clearly indicated, apply to the
respective terms used in this Deposit Agreement:


 


SECTION 1.01                    American
Depositary Shares.


 


The term “American
Depositary Shares” shall mean the securities created under this Deposit
Agreement representing rights with respect to the Deposited Securities.
American Depositary Shares may be certificated securities evidenced by Receipts
or uncertificated securities held in DRS. 
The form of Receipt annexed as Exhibit A to this Deposit Agreement
shall be the prospectus required under the Securities Act of 1933 for sales of
both certificated and uncertificated American Depositary Shares.  Except for those provisions of this Deposit
Agreement that refer specifically to Receipts, all the provisions of this
Deposit Agreement shall apply to both certificated and uncertificated American
Depositary Shares.  Each American
Depositary Share shall represent the number of Shares specified in Exhibit A
to this Deposit Agreement, until there shall occur a distribution upon
Deposited Securities covered by Section 4.03 or a


 


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change in
Deposited Securities covered by Section 4.08 with respect to which
additional American Depositary Shares are not delivered, and thereafter
American Depositary Shares shall represent the amount of Shares or Deposited
Securities specified in such Sections.


 


SECTION 1.02   Argentine
Law.


 


The term “Argentine Law”
shall mean any statute, law, code, ordinance, decree, order, rule, regulation,
guideline, interpretation, direction, policy or request, or judicial or
arbitral decision, of a Governmental Authority.


 


SECTION 1.03   Business
Day.


 


The term “Business Day”
shall mean any day that is not in Saturday, Sunday or other day on which banks
are required or authorized by law to be closed in the City of New York.


 


SECTION 1.04                    Commission.


 


The term “Commission”
shall mean the Securities and Exchange Commission of the United States or any
successor governmental agency in the United States.


 


SECTION 1.05                    Company.


 


The term “Company” shall
mean Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR), a company
incorporated under the laws of the Republic of Argentina, and its successors.


 


SECTION 1.06                    Custodian.


 


The term “Custodian”
shall mean the principal Buenos Aires office of Banco Rio de la Plata S.A., as
agent of the Depositary for the purposes of this Deposit Agreement, and any other
firm or corporation which may hereafter be appointed by the Depositary pursuant
to the terms of Section 5.05, as substitute or additional custodian or
custodians hereunder, as the context shall require and shall also mean all of
them collectively.


 


SECTION 1.07                    Deliver;
Surrender.


 


(a)                                  The term “deliver”, or its noun form, when
used with respect to Shares or other Deposited Securities, shall mean (i) a
book-entry transfer of those Shares or other Deposited Securities to an account
maintained with the Company or a depository institution authorized under
applicable law to effect transfers of such securities designated by the person
entitled to that delivery or, if a, physical transfer of certificates


 


3

















 


evidencing those
Shares or other Deposited Securities registered in the name of, or duly
endorsed or accompanied by proper instruments of transfer to, the person
entitled to that delivery.


 


(b)                                 The term “deliver”, or its noun form,
when used with respect to American Depositary Shares, shall mean (i) book-entry
transfer of American Depositary Shares to an account at DTC designated by the
person entitled to such delivery, evidencing American Depositary Shares
registered in the name requested by that person,  (ii) registration of American Depositary
Shares not evidenced by a Receipt on the books of the Depositary in the name
requested by the person entitled to such delivery and mailing to that person of
a statement confirming that registration or (iii) if requested by the
person entitled to such delivery, delivery at the Corporate Trust Office of the
Depositary to the person entitled to such delivery of one or more Receipts.


 


(c)                                  The term “surrender”, when used with
respect to American Depositary Shares, shall mean (i) one or more
book-entry transfers of American Depositary Shares to the DTC account of the
Depositary, (ii) delivery to the Depositary at its Corporate Trust Office
of an instruction to surrender American Depositary Shares not evidenced by a
Receipt or (iii) surrender to the Depositary at its Corporate Trust Office
of one or more Receipts evidencing American Depositary Shares.


 


SECTION 1.08                    Deposit
Agreement.


 


The term “Deposit
Agreement” shall mean this Agreement, as the same may be amended from time to time
in accordance with the provisions hereof.


 


SECTION 1.09                    Depositary;
Corporate Trust Office.


 


The term “Depositary”
shall mean The Bank of New York, a New York banking corporation, and any
successor as depositary hereunder.  The
term “Corporate Trust Office”, when used with respect to the Depositary, shall
mean the office of the Depositary which at the date of this Deposit Agreement
is 101 Barclay Street, New York, New York 10286.


 


SECTION 1.10                    Deposited
Securities.


 


The term “Deposited
Securities” as of any time shall mean Shares at such time deposited or deemed
to be deposited under this Deposit Agreement, including without limitation
Shares that have not been successfully delivered upon surrender of American
Depositary Shares, and any and all other securities, property and cash received
by the Depositary or the Custodian in respect thereof and at such time held under
this Deposit Agreement, subject as to cash to the provisions of Section 4.05.


 


4

















 


SECTION 1.11                    DRS.


 


The term “DRS” shall have the meaning given in Section 2.10.


 


SECTION 1.12                    Dollars.


 


The term “Dollars” shall
mean United States dollars.


 


SECTION 1.13                    DTC.


 


The term “DTC” shall mean
The Depository Trust Company or its successor.


 


SECTION 1.14                    Foreign
Registrar.


 


The term “Foreign
Registrar” shall mean the entity that presently carries out the duties of
registrar for the Shares or any successor as registrar for the Shares and any
other agent of the Company for the transfer and registration of Shares,
including without limitation any securities depository for the Shares.


 


SECTION 1.15   Governmental
Authority


 


The term “Governmental
Authority” shall mean any federal, provincial, municipal, administrative,
fiscal or judicial body, department, commission, authority, board,
organization, agency or entity, or any other regulatory or governmental
authority of the Republic of Argentina, including without limitation, the
Central Bank of the Republic of Argentina, the Superintendence of Corporations
of the City of Buenos Aires (Inspección General de
Justicia) and/or the Argentine Securities Commission (Comisión Nacional de Valores).


 


SECTION 1.16                    Holder.


 


The term “Holder” shall
mean any person holding a Receipt or a security entitlement or other interest
in American Depositary Shares, whether for its own account or for the account
of another person, but that is not the Owner of that Receipt or those American
Depositary Shares.


 


SECTION 1.17                    Owner.


 


The term “Owner” shall
mean the person in whose name American Depositary Shares are registered on the
books of the Depositary or the Registrar maintained for such purpose.


 


5

















 


SECTION 1.18                    Receipts.


 


The term “Receipts” shall
mean the American Depositary Receipts issued hereunder evidencing certificated
American Depositary Shares, as the same may be amended from time to time in
accordance with the provisions of this Deposit Agreement.


 


SECTION 1.19                    Registrar.


 


The term “Registrar”
shall mean any bank or trust company having an office in the Borough of
Manhattan, The City of New York, that is appointed by the Depositary to
register American Depositary Shares and transfers of American Depositary Shares
as herein provided.


 


SECTION 1.20                    Restricted
Securities.


 


The term “Restricted
Securities” shall mean Shares, or American Depositary Shares representing
Shares, that are acquired directly or indirectly from the Company or its
affiliates (as defined in Rule 144 under the Securities Act of 1933) in a
transaction or chain of transactions not involving any public offering, or that
are subject to resale limitations under Regulation D under the Securities Act
of 1933 or both, or which are held by an officer, director (or persons
performing similar functions) or other affiliate of the Company, or that would
require registration under the Securities Act of 1933 in connection with the
offer and sale thereof in the United States, or that are subject to other
restrictions on sale or deposit under the laws of the United States or Argentina,
or under a shareholder agreement or the articles of association or similar
document of the Company.


 


SECTION 1.21                    Securities
Act of 1933.


 


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


 


SECTION 1.22                  Shareholder
Rights


 


The term “Shareholder
Rights” shall mean all the rights pertaining to the Shares granted to
shareholders under Argentine Law and the Company’s by-laws.


 


SECTION 1.23                    Shares.


 


The term “Shares” shall
mean Class B common shares of the Company that are validly issued and
outstanding and fully paid, non-assessable and that were not issued in
violation of any pre-emptive or similar rights of the holders of outstanding securities
of the Company; provided, however, that, if there shall occur any
change in nominal value, a split-up or consolidation or any other
reclassification or, upon the occurrence of an event described in Section 4.08,
an exchange or conversion in respect of


 


6

















 


the Shares of the
Company, the term “Shares” shall thereafter also mean the successor securities
resulting from such change in nominal value, split-up or consolidation or such
other reclassification or such exchange or conversion.


 


ARTICLE 2.                                    FORM OF
RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN
DEPOSITARY SHARES


 


SECTION 2.01                    Form of
Receipts; Registration and Transferability of American Depositary Shares.


 


Definitive Receipts shall
be substantially in the form set forth in Exhibit A annexed to this
Deposit Agreement, with appropriate insertions, modifications and omissions, as
hereinafter provided.  No Receipt shall
be entitled to any benefits under this Deposit Agreement or be valid or obligatory
for any purpose, unless such Receipt shall have been (i) executed by the
Depositary by the manual signature of a duly authorized officer of the
Depositary or (ii) executed by the facsimile signature of a duly
authorized officer of the Depositary and countersigned by the manual signature
of a duly authorized signatory of the Depositary or a Registrar.  The Depositary or the Registrar shall
maintain books on which (x) each Receipt so executed and delivered as
hereinafter provided and the transfer of each such Receipt shall be registered
and (y) all American Depositary Shares delivered as hereinafter provided and
all registrations of transfer of American Depositary Shares shall be
registered.  A Receipt bearing the
facsimile signature of a person that was at any time a proper officer of the
Depositary shall, subject to the other provisions of this paragraph, bind the
Depositary, notwithstanding that such person was not a proper officer of the
Depositary on the date of issuance of that Receipt.


 


The Receipts may be
endorsed with or have incorporated in the text thereof such legends or recitals
or modifications not inconsistent with the provisions of this Deposit Agreement
as may be required by the Depositary or required to comply with any applicable
law or regulations thereunder or with the rules and regulations of any
securities exchange upon which American Depositary Shares may be listed or to
conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Receipts are subject by reason
of the date of issuance of the underlying Deposited Securities or otherwise.


 


American Depositary
Shares evidenced by a Receipt, when properly endorsed or accompanied by proper
instruments of transfer, shall be transferable as certificated registered securities
under the laws of New York. American Depositary Shares not evidenced by
Receipts shall be transferable as uncertificated registered securities under
the laws of New York.  The Depositary,
the Registrar and the Company, notwithstanding any notice to the contrary, may
treat the Owner of American Depositary Shares as the absolute owner thereof for
the purpose of determining the person entitled to distribution of dividends or
other distributions or to any notice provided for in this Deposit Agreement and
for all other purposes, and neither the Depositary nor the


 


7

















 


Registrar nor the
Company shall have any obligation or be subject to any liability under this
Deposit Agreement to any Holder of American Depositary Shares unless that Holder
is the Owner of those American Depositary Shares.


 


SECTION 2.02                    Deposit of
Shares.


 


Subject to the terms and
conditions of this Deposit Agreement, Shares may be deposited by delivery
thereof to any Custodian hereunder, together with all such certifications as
may be required by the Depositary or the Custodian in accordance with the
provisions of this Deposit Agreement, and, if the Depositary requires, together
with a written order directing the Depositary to deliver to, or upon the
written order of, the person or persons stated in such order, the number of
American Depositary Shares representing such deposit.


 


No Share shall be
accepted for deposit unless accompanied by evidence reasonably satisfactory to
the Depositary that any filing, authorization or other requirement required or
imposed under any applicable currency exchange regulations in connection with
that deposit has been timely made, obtained or satisfied.  If required by the Depositary, Shares
presented for deposit at any time, whether or not the transfer books of the
Company or the Foreign Registrar, if applicable, are closed, shall also be
accompanied by an agreement or assignment, or other instrument reasonably satisfactory
to the Depositary, which will provide for the prompt transfer to the Custodian
of any dividend, or right to subscribe for additional Shares or to receive
other property which any person in whose name the Shares are or have been
recorded may thereafter receive upon or in respect of such deposited Shares, or
in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably
satisfactory to the Depositary.


 


Deposited Securities
shall be held by the Depositary or by a Custodian for the account and to the
order of the Depositary or at such other place or places as the Depositary
shall determine.


 


To the extent that any
Shares or Deposited Securities are recorded in the books or records of the
Company or of the Foreign Registrar in the name of, or as otherwise held by,
the Depositary, the relevant record-entry shall read as follows: “The Bank of New York, acting as Depositary under
the Company’s American Depositary Receipts program exclusively for the benefit
of the Owners under the American Depositary Receipts Program” or an
equivalent wording in the Spanish language.


 


SECTION 2.03                    Delivery of
American Depositary Shares.


 


Upon receipt by any
Custodian of any deposit pursuant to Section 2.02 hereunder, together with
the other documents required as specified above, such Custodian shall notify
the Depositary of such deposit and the person or persons to whom or upon whose
written order American Depositary Shares are deliverable in respect thereof and
the number of American Depositary Shares to be so delivered. Such notification
shall be


 


8

















 


made by letter or,
at the request, risk and expense of the person making the deposit, by cable,
telex or facsimile transmission (and in addition the Depositary may in its sole
discretion require a proper acknowledgment or other evidence from the Company
or the Foreign Registrar, as applicable, that any Deposited Securities have
been recorded upon the books of the Company or the Foreign Registrar, as
applicable, in the name of the Depositary or its nominee or the Custodian or
its nominee).  Upon receiving such notice
from such Custodian, or upon the receipt of Shares or evidence of the right to
receive Shares by the Depositary, the Depositary, subject to the terms and
conditions of this Deposit Agreement, shall deliver, to or upon the order of
the person or persons entitled thereto, the number of American Depositary
Shares issuable in respect of that deposit, but only upon payment to the
Depositary of the fees and expenses of the Depositary for the delivery of such
American Depositary Shares as provided in Section 5.09, and of all taxes
and governmental charges and fees payable in connection with such deposit and
the transfer of the Deposited Securities.


 


SECTION 2.04                    Registration
of Transfer of American Depositary Shares; Combination and Split-up of
Receipts; Interchange of Certificated and Uncertificated American Depositary
Shares.


 


The Depositary and the
Registrar, if applicable, subject to the terms and conditions of this Deposit
Agreement, shall register transfers of American Depositary Shares from time to
time, upon (i) in the case of certificated American Depositary Shares, surrender
of the Receipt evidencing those American Depositary Shares, by the Owner in
person or by a duly authorized attorney, properly endorsed or accompanied by
proper instruments of transfer or (ii) in the case of uncertificated
American Depositary Shares, receipt from the Owner of a proper instruction
(including, for the avoidance of doubt, instructions through DRS and Profile as
provided in Section 2.10), and, in either case, duly stamped as may be
required by the laws of the State of New York and of the United States of
America. Thereupon the Depositary shall deliver those American Depositary
Shares to or upon the order of the person entitled thereto.


 


The Depositary, subject
to the terms and conditions of this Deposit Agreement, shall upon surrender of
a Receipt or Receipts for the purpose of effecting a split-up or combination of
such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any
authorized number of American Depositary Shares requested, evidencing the same
aggregate number of American Depositary Shares as the Receipt or Receipts
surrendered.


 


The Depositary, upon
surrender of a Receipt for the purpose of exchanging the certificated American
Depositary Shares evidenced by that Receipt for uncertificated American
Depositary Shares, shall cancel that Receipt and send the Owner a statement
confirming that the Owner is the owner of the same number of uncertificated
American Depositary Shares that the surrendered Receipt evidenced. The
Depositary, upon receipt of a proper instruction (including, for the avoidance
of doubt, instructions


 


9

















 


through DRS and
Profile as provided in Section 2.10) from the Owner of uncertificated
American Depositary Shares for the purpose of exchanging those uncertificated
American Depositary Shares for certificated American Depositary Shares, shall
execute and deliver to the Owner a Receipt evidencing the same number of
certificated American Depositary Shares.


 


The Depositary, may, upon
at least 20 days’ prior notice to the Company, appoint one or more Registrars,
co-registrars or co-transfer agents for the purpose of effecting registrations
and registrations of transfers of American Depositary Shares and combinations
and split-ups of Receipts at designated transfer offices on behalf of the
Depositary.  The Depositary shall require
each Registrar, co-registrar and co-transfer agent that it appoints to accept
that appointment in writing and agree to be bound by the applicable terms of
this Deposit Agreement.  In carrying out
its functions, a Registrar, co-registrar or co-transfer agent may require
evidence of authority and compliance with applicable laws and other
requirements by Owners or persons entitled to American Depositary Shares and
will be entitled to protection and indemnity to the same extent as the
Depositary.


 


SECTION 2.05                    Surrender
of American Depositary Shares and Withdrawal of Deposited Securities.


 


Upon surrender at the
Corporate Trust Office of the Depositary of American Depositary Shares for the
purpose of withdrawal of the Deposited Securities represented thereby, and upon
payment of the fee of the Depositary for the surrender of American Depositary
Shares as provided in Section 5.09 and payment of all taxes and
governmental charges payable in connection with such surrender and withdrawal
of the Deposited Securities, and subject to the terms and conditions of this
Deposit Agreement, the Owner of those American Depositary Shares shall be
entitled to delivery, to him or as instructed, of the amount of Deposited
Securities at the time represented by those American Depositary Shares.  Such delivery shall be made, as hereinafter provided,
without unreasonable delay.


 


A Receipt surrendered for
such purposes may be required by the Depositary to be properly endorsed in
blank or accompanied by proper instruments of transfer in blank. The Depositary
may require the surrendering Owner to execute and deliver to the Depositary a
written order directing the Depositary to cause the Deposited Securities being
withdrawn to be delivered to or upon the written order of a person or persons
designated in such order.  Thereupon the
Depositary shall direct the Custodian to deliver, subject to Sections 2.06,
3.01 and 3.02 and to the other terms and conditions of this Deposit Agreement,
to or upon the written order of the person or persons designated in the order
delivered to the Depositary as above provided, the amount of Deposited
Securities represented by the surrendered American Depositary Shares, except
that the Depositary may make delivery to such person or persons at the
Corporate Trust Office of the Depositary of any dividends or distributions with
respect to the Deposited Securities


 


10

















 


represented by
those American Depositary Shares, or of any proceeds of sale of any dividends,
distributions or rights, which may at the time be held by the Depositary.


 


At the written request,
risk and expense of any Owner so surrendering American Depositary Shares, and
for the account of such Owner, the Depositary shall direct the Custodian to
forward any cash or other property (other than rights) comprising, and forward
a certificate or certificates, if applicable, and other proper documents of
title, if available, for, the Deposited Securities represented by the surrendered
American Depositary Shares to the Depositary for delivery at the Corporate
Trust Office of the Depositary.  Such
direction shall be given by letter or, at the written request, risk and expense
of such Owner, by cable, telex or facsimile transmission.


 


SECTION 2.06                    Limitations
on Delivery, Transfer and Surrender of American Depositary Shares.


 


As a condition precedent
to the delivery, registration of transfer, or surrender of any American
Depositary Shares or split-up or combination of any Receipt or withdrawal of
any Deposited Securities, the Depositary, Custodian or Registrar may require
payment from the depositor of Shares or the presenter of the Receipt or
instruction for registration of transfer or surrender of American Depositary
Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any
tax or other governmental charge and any stock transfer or registration fee
with respect thereto (including any such tax or charge and fee with respect to
Shares being deposited or withdrawn) and payment of any applicable fees as
herein provided, may require the production of proof satisfactory to it as to
the identity and genuineness of any signature and may also require compliance
with any regulations the Depositary may establish consistent with the
provisions of this Deposit Agreement, including, without limitation, this Section 2.06.


 


The delivery of American
Depositary Shares against deposit of Shares generally or against deposit of
particular Shares may be suspended, or the registration of transfer of American
Depositary Shares in particular instances may be refused, or the registration of
transfer of outstanding American Depositary Shares generally may be suspended,
during any period when the transfer books of the Depositary and the Registrar,
if applicable, are closed, or if any such action is deemed necessary or
advisable by the Depositary, the Registrar, if applicable, or the Company at
any time or from time to time because of any requirement of law or of any
government or governmental body or commission, or under any provision of this
Deposit Agreement, or for any other reason, subject to the provisions of the
following sentence. Notwithstanding anything to the contrary in this Deposit
Agreement, the surrender of outstanding American Depositary Shares and
withdrawal of Deposited Securities may not be suspended subject only to (i) temporary
delays caused by closing the transfer books of the Depositary or the Registrar,
if applicable, or the Company or the Foreign Registrar, if applicable, or the
deposit of Shares in connection with voting at a shareholders’ meeting, or the
payment of dividends,


 


11

















 


(ii) the
payment of fees, taxes and similar charges, and (iii) compliance with any
U.S. or foreign laws or governmental regulations relating to the American
Depositary Shares or to the withdrawal of the Deposited Securities.  Without limitation of the foregoing, the
Depositary shall not knowingly accept for deposit under this Deposit Agreement
any Shares which would be required to be registered under the provisions of the
Securities Act of 1933 for public offer and sale in the United States unless a
registration statement is in effect as to such Shares for such offer and sale.


 


SECTION 2.07                    Lost
Receipts, etc.


 


In case any Receipt shall
be mutilated, destroyed, lost or stolen, the Depositary shall deliver to the
Owner the American Depositary Shares evidenced by that Receipt in
uncertificated form or, if requested by the Owner, execute and deliver a new
Receipt of like tenor in exchange and substitution for such mutilated Receipt,
upon cancellation thereof, or in lieu of and in substitution for such
destroyed, lost or stolen Receipt. 
Before the Depositary shall deliver American Depositary Shares in
uncertificated form or execute and deliver a new Receipt, in substitution for a
destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed
with the Depositary (i) a request for such execution and delivery before
the Depositary has notice that the Receipt has been acquired by a bona fide
purchaser and (ii) a sufficient indemnity bond and (b) satisfied any
other reasonable requirements imposed by the Depositary.


 


SECTION 2.08                    Cancellation
and Destruction of Surrendered Receipts.


 


All Receipts surrendered
to the Depositary shall be cancelled by the Depositary.  The Depositary is authorized to destroy
Receipts so cancelled.


 


SECTION 2.09                    Pre-Release
of American Depositary Shares.


 


Unless requested in
writing by the Company to cease doing so, notwithstanding Section 2.03
hereof, the Depositary may deliver American Depositary Shares prior to the
receipt of Shares pursuant to Section 2.02 (a “Pre-Release”).  The Depositary may, pursuant to Section 2.05,
deliver Shares upon the surrender of American Depositary Shares that have been
Pre-Released, whether or not such cancellation is prior to the termination of
such Pre-Release or the Depositary knows that such American Depositary Shares
have been Pre-Released.  The Depositary
may receive American Depositary Shares in lieu of Shares in satisfaction of a
Pre-Release.  Each Pre-Release will be (a) preceded
or accompanied by a written representation from the person to whom Receipts or
Shares are to be delivered (the “Pre-Releasee”), that such person, or its
customer, (i) owns the Shares or American Depositary Shares to be
remitted, as the case may be, (ii) transfers all beneficial right, title
and interest in such Shares or American Depositary Shares, as the case may be,
to the Depositary in its capacity as such and for the benefit of the Owners,
and (iii) will not take any action with respect to such Shares or American
Depositary Shares, as the case may be, that is inconsistent with the transfer
of ownership (including, without the consent of the Depositary, disposing of
Shares or


 


12

















 


American
Depositary Shares, as the case may be other than in satisfaction of such
Pre-Release), (b) at all times fully collateralized with cash or such
other collateral as the Depositary deems appropriate, (c) terminable by
the Depositary on not more than five (5) Business Days notice, and (d) subject
to such further indemnities and credit regulations as the Depositary deems
appropriate.  The number of Shares
represented by American Depositary Shares which are outstanding at any time as
a result of Pre-Release will not normally exceed thirty percent (30%) of the
Shares deposited hereunder; provided, however, that the
Depositary reserves the right to change or disregard such limit from time to
time as it deems appropriate, and may, with the prior written consent of the
Company, change such limit for purposes of general application.  The Depositary will also set dollar limits
with respect to Pre-Release transactions to be entered into hereunder with any
particular Pre-Releasee on a case-by-case basis as the Depositary deems
appropriate.  For purposes of enabling
the Depositary to fulfill its obligations to the Owners under this Deposit
Agreement, the collateral referred to in clause (b) above shall be held by
the Depositary as security for the performance of the Pre-Releasee’s
obligations to the Depositary in connection with a Pre-Release transaction,
including the Pre-Releasee’s obligation to deliver Shares or Receipts upon
termination of a Pre-Release transaction, (and shall not, for the avoidance of
doubt, constitute Deposited Securities).


 


The Depositary may retain
for its own account any compensation received by it in connection with the
foregoing.


 


SECTION 2.10                    DTC Direct
Registration System and Profile Modification System.


 


(a)                                  Notwithstanding the provisions of Section 2.04,
the parties acknowledge that the Direct Registration System (“DRS”) and Profile
Modification System (“Profile”) shall apply to uncertificated American
Depositary Shares upon acceptance thereof to DRS by DTC.  DRS is the system administered by DTC
pursuant to which the Depositary may register the ownership of uncertificated
American Depositary Shares, which ownership shall be evidenced by periodic
statements issued by the Depositary to the Owners entitled thereto.  Profile is a required feature of DRS which
allows a DTC participant, claiming to act on behalf of an Owner of American
Depositary Shares, to direct the Depositary to register a transfer of those
American Depositary Shares to DTC or its nominee and to deliver those American
Depositary Shares to the DTC account of that DTC participant without receipt by
the Depositary of prior authorization from the Owner to register such transfer.


 


(b)                                 In connection with and in accordance with
the arrangements and procedures relating to DRS/Profile, the parties understand
that the Depositary will not verify, determine or otherwise ascertain that the
DTC participant which is claiming to be acting on behalf of an Owner in
requesting a registration of transfer and delivery as described in subsection (a) has
the actual authority to act on behalf of the Owner (notwithstanding any
requirements under the Uniform Commercial Code).  For the


 


13

















 


avoidance of
doubt, the provisions of Sections 5.03 and 5.08 shall apply to the matters
arising from the use of the DRS.  The
parties agree that the Depositary’s reliance on and compliance with
instructions received by the Depositary through the DRS/Profile System and in
accordance with this Deposit Agreement shall not constitute negligence or bad
faith on the part of the Depositary.


 


ARTICLE 3.                                    CERTAIN
OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES


 


SECTION 3.01                    Filing
Proofs, Certificates and Other Information.


 


Any person presenting
Shares for deposit or any Owner or Holder may be required from time to time to
file with the Depositary or the Custodian such proof of citizenship or
residence, exchange control approval, or such information relating to the
registration on the books of the Company or the Foreign Registrar, if
applicable, to execute such certificates and to make such representations and
warranties, as the Depositary may reasonably deem necessary or proper.  The Depositary may withhold the delivery or
registration of transfer of American Depositary Shares or the distribution of
any dividend or sale or distribution of rights or of the proceeds thereof or
the delivery of any Deposited Securities until such proof or other information
is filed or such certificates are executed or such representations and
warranties made.


 


SECTION 3.02                    Liability
of Owner for Taxes.


 


If any tax or other
governmental charge shall become payable by the Custodian or the Depositary
with respect to any American Depositary Shares or any Deposited Securities
represented by any American Depositary Shares, such tax or other governmental
charge shall be payable by the Owner of such American Depositary Shares to the
Depositary. The Depositary may refuse to register any transfer of those
American Depositary Shares or any withdrawal of Deposited Securities represented
by those American Depositary Shares until such payment is made, and may
withhold any dividends or other distributions, or may sell for the account of
the Owner thereof any part or all of the Deposited Securities represented by
those American Depositary Shares, and may apply such dividends or other
distributions or the proceeds of any such sale in payment of such tax or other
governmental charge and the Owner of such American Depositary Shares shall
remain liable for any deficiency.


 


SECTION 3.03                    Warranties
on Deposit of Shares.


 


Every person depositing
Shares under this Deposit Agreement shall be deemed thereby to represent and
warrant that such Shares are validly issued, fully paid, non-assessable and
free of any preemptive rights of the holders of outstanding Shares and that the
person making such deposit is duly authorized so to do.  Every such person shall also be deemed to
represent that such Shares are not, and American Depositary Shares representing
such Shares would not be, Restricted Securities.  Such representations and


 


14

















 


warranties shall
survive the deposit of Shares and delivery of American Depositary Shares.


 


ARTICLE 4.                                THE
DEPOSITED SECURITIES


 


SECTION 4.01                    Cash
Distributions.


 


Whenever the Depositary
shall receive any cash dividend or other cash distribution on any Deposited
Securities, as promptly as practicable, the Depositary shall, subject to the
provisions of Section 4.05, convert such dividend or distribution into
Dollars and shall distribute the amount thus received (net of the fees and
expenses of the Depositary as provided in Section 5.09) to the Owners
entitled thereto, in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively; provided,
however, that in the event that the Custodian or the Depositary shall be
required to withhold and does withhold from such cash dividend or such other
cash distribution an amount on account of taxes or other governmental charges,
the amount distributed to the Owner of the American Depositary Shares
representing such Deposited Securities shall be reduced accordingly.  The Depositary shall distribute only such
amount, however, as can be distributed without attributing to any Owner a
fraction of one cent.  Any such
fractional amounts shall be rounded to the nearest whole cent and so
distributed to Owners entitled thereto. 
The Company or the Foreign Registrar will remit to the appropriate
governmental agency in Argentina all amounts withheld by such entity and owing
to such agency.  The Depositary will
forward to the Company or the Foreign Registrar such information from its
records as the Company may reasonably request to enable the Company or the
Foreign Registrar to file necessary reports with governmental agencies, and the
Depositary or the Company or the Foreign Registrar may file any such reports
necessary to obtain benefits under any applicable tax treaties for the Owners.


 


SECTION 4.02                    Distributions
Other Than Cash, Shares or Rights.


 


Subject to the provisions
of Sections 4.11 and 5.09, whenever the Depositary shall receive any
distribution on any Deposited Securities other than a distribution described in
Section 4.01, 4.03 or 4.04, as promptly as practicable, the Depositary
shall cause such distribution received by it to be distributed to the Owners
entitled thereto, after deduction or upon payment of any fees and expenses of
the Depositary or any taxes or other governmental charges, in proportion to the
number of American Depositary Shares representing such Deposited Securities
held by them respectively, in any manner that the Depositary may deem equitable
and practicable for accomplishing such distribution; provided, however,
that if in the reasonable opinion of the Depositary such distribution cannot be
made proportionately among the Owners entitled thereto, or if for any other
reason (including, but not limited to, any requirement that the Company or the
Depositary withhold an amount on account of taxes or other governmental charges
or that such securities must be registered under the Securities Act of 1933 in
order to be distributed to Owners or holders) the Depositary deems such


 


15

















 


distribution not
to be feasible, the Depositary may, after consulting with the Company to the
extent practicable, adopt such method as it may deem equitable and practicable
for the purpose of effecting such distribution, including, but not limited to,
the public or private sale of such distribution, or any part thereof, and the
net proceeds of any such sale (net of the fees and expenses of the Depositary
as provided in Section 5.09 and any taxes or other governmental charges)
shall be distributed by the Depositary to the Owners entitled thereto, all in
the manner and subject to the conditions described in Section 4.01.   The
Depositary may withhold any distribution of securities under this Section 4.02
if it has not received reasonably satisfactory assurances from the Company that
the distribution does not require registration under the Securities Act of
1933.  The Depositary may sell, by public
or private sale, any portion of any distribution that it would otherwise
distribute under this Section 4.02 that is sufficient to pay it fees and
expenses in respect of that distribution.


 


SECTION 4.03                    Distributions
in Shares.


 


If any distribution upon
any Deposited Securities consists of a dividend in, or free distribution of,
Shares, the Depositary may deliver to the Owners entitled thereto, in
proportion to the number of American Depositary Shares representing such
Deposited Securities held by them respectively, an aggregate number of American
Depositary Shares representing the amount of Shares received as such dividend
or free distribution, subject to the terms and conditions of the Deposit
Agreement with respect to the deposit of Shares and after deduction or upon
issuance of American Depositary Shares, including the withholding of any tax or
other governmental charge as provided in Section 4.11 and the payment of
the fees and expenses of the Depositary as provided in Section 5.09 and
any taxes or other governmental charges (and the Depositary may sell, by public
or private sale, an amount of such Shares received sufficient to pay its fees
and expenses and any taxes or other governmental charges in respect of that
distribution).  The Depositary may
withhold any such delivery of American Depositary Shares if it has not received
reasonably satisfactory assurances from the Company that such distribution does
not require registration under the Securities Act of 1933.  In lieu of delivering fractional American
Depositary Shares in any such case, the Depositary shall sell the amount of
Shares represented by the aggregate of such fractions and distribute the net
proceeds, all in the manner and subject to the conditions described in Section 4.01.
 No distribution to Owners pursuant to
this Section 4.03 shall be unreasonably delayed by any action of the
Depositary.  If additional American
Depositary Shares are not so delivered, each American Depositary Share shall
thenceforth also represent the additional Shares distributed upon the Deposited
Securities represented thereby.


 


SECTION 4.04                    Rights.


 


In the event that the
Company shall offer or cause to be offered to the holders of any Deposited
Securities any rights to subscribe for additional Shares or any other shares of
the Company or any rights of any other nature, the Depositary shall have


 


16

















 


discretion as to
the procedure to be followed in making such rights available to any Owners or
in disposing of such rights on behalf of any Owners and making the net proceeds
available to such Owners or, if by the terms of such rights offering or for any
other reason, the Depositary may not either make such rights available to any
Owners or dispose of such rights and make the net proceeds available to such
Owners, then the Depositary shall allow the rights to lapse.  If at the time of the offering of any such
rights the Depositary determines in its discretion that it is lawful and
feasible to make such rights available to all or certain Owners but not to
other Owners, the Depositary may distribute to any Owner to whom it determines
the distribution to be lawful and feasible, in proportion to the number of
American Depositary Shares held by such Owner, warrants or other instruments
therefor in such form as it deems appropriate.


 


In circumstances in which
rights would otherwise not be distributed, if an Owner requests the
distribution of warrants or other instruments in order to exercise the rights
allocable to the American Depositary Shares of such Owner hereunder, the
Depositary will make such rights available to such Owner upon written notice
from the Company to the Depositary that (a) the Company has elected in its
sole discretion to permit such rights to be exercised and (b) such Owner
has executed such documents as the Company has determined in its sole
discretion are reasonably required under applicable law.


 


If the Depositary has
distributed warrants or other instruments for rights relating to Shares to all
or certain Owners, then upon instruction pursuant to such warrants or other
instruments to the Depositary exercise such rights, upon payment by such Owner
to the Depositary for the account of such Owner of an amount equal to the
purchase price of the Shares to be received upon the exercise of the rights,
and upon payment of the fees and expenses of the Depositary and any other
charges as set forth in such warrants or other instruments, including, without
limitation, any taxes or other governmental charges, the Depositary shall, on
behalf of such Owner, exercise the rights and purchase the Shares, and the
Company shall cause the Shares so purchased to be delivered to the Depositary
on behalf of such Owner.  As agent for
such Owner, the Depositary will cause the Shares so purchased to be deposited
pursuant to Section 2.02 of this Deposit Agreement, and shall, pursuant to
Section 2.03 of this Deposit Agreement, deliver American Depositary Shares
to such Owner.  In the case of a
distribution pursuant to the second paragraph of this Section, such deposit
shall be made, and depositary shares shall be delivered, under depositary
arrangements which provide for issuance of depositary shares subject to the
appropriate restrictions on sale, deposit, cancellation, and transfer under
applicable United States laws.


 


If the Depositary
determines in its discretion that it is not lawful and feasible to make the
rights to subscribe for additional Shares or any other shares of the Company or
any rights of any other nature available to all or certain Owners, it may sell such
rights in proportion to the number of American Depositary Shares held by the
Owners to whom it has determined it may not lawfully or feasibly make such
rights


 


17

















 


available, and
allocate the net proceeds of such sales (net of the fees and expenses of the
Depositary as provided in Section 5.09 and all taxes and governmental
charges payable in connection with such rights and subject to the terms and
conditions of this Deposit Agreement) for the account of such Owners otherwise
entitled to such rights upon an averaged or other practical basis without
regard to any distinctions among such Owners because of exchange restrictions
or the date of delivery of any American Depositary Shares or otherwise.


 


The Depositary will not
offer rights to Owners unless both the rights and the securities to which such
rights relate are either exempt from registration under the Securities Act of
1933 with respect to a distribution to all Owners or are registered under the
provisions of such Act; provided, that nothing in this Deposit Agreement
shall create any obligation on the part of the Company to file a registration
statement with respect to such rights or underlying securities or to endeavor
to have such a registration statement declared effective.  If an Owner requests the distribution of
warrants or other instruments, notwithstanding that there has been no such
registration under the Securities Act of 1933, the Depositary shall not effect
such distribution unless it has received an opinion from recognized counsel in
the United States for the Company upon which the Depositary may rely that such
distribution to such Owner is exempt from such registration.


 


The Depositary shall not
be responsible for any failure to determine that it may be lawful or feasible
to make such rights available to Owners in general or any Owner in particular.


 


Any distribution of net
proceeds to the Owners under this Section 4.04 shall be made to the Owners
entitled thereto in the manner and subject to the conditions set forth in Section 4.01.


 


SECTION 4.05                    Conversion
of Foreign Currency.


 


Whenever the Depositary
or the Custodian shall receive foreign currency on any Deposited Securities, by
way of dividends or other distributions or the net proceeds from the sale of
securities, property or rights, and if at the time of the receipt thereof the
foreign currency so received can in the judgment of the Depositary be converted
on a reasonable basis into Dollars and the resulting Dollars transferred to the
United States, as promptly as practicable, the Depositary shall convert or
cause to be converted by sale or in any other manner that it may determine such
foreign currency into Dollars and transfer them to the United States, and such
Dollars shall be distributed to the Owners entitled thereto or, if the
Depositary shall have distributed any warrants or other instruments which
entitle the holders thereof to such Dollars, then to the holders of such
warrants and/or instruments upon surrender thereof for cancellation.  Such distribution may be made upon an
averaged or other practicable basis without regard to any distinctions among
Owners on account of exchange restrictions, the date of delivery of any
American Depositary Shares or otherwise and shall be net of any expenses of


 


18

















 


conversion into
Dollars incurred by the Depositary as provided in Section 5.09 and any
taxes or other governmental charges.


 


If such conversion,
transfer or distribution can be effected only with the approval or license of
any government or agency thereof, the Depositary shall, as promptly as
practicable, file, or cause to be filed, such application for approval or
license, if any, as it may deem desirable.


 


If at any time the
Depositary shall determine that in its judgment any foreign currency received
by the Depositary or the Custodian is not convertible on a reasonable basis
into Dollars transferable to the United States, or if any approval,
authorization or license of any government or agency thereof which is required
for such conversion is denied or in the opinion of the Depositary is not
obtainable, or if any such approval or license is not obtained within a
reasonable period as determined by the Depositary, the Depositary may
distribute the foreign currency (or an appropriate document evidencing the
right to receive such foreign currency) received by the Depositary to, or in
its discretion may hold such foreign currency uninvested and without liability
for interest thereon for the respective accounts of, the Owners entitled to
receive the same.


 


If any such conversion
and transfer of foreign currency, in whole or in part, cannot be effected for
distribution to some of the Owners entitled thereto, the Depositary may in its
discretion make such conversion and distribution in Dollars to the extent
permissible to the Owners entitled thereto and may distribute the balance of
the foreign currency received by the Depositary to, or hold such balance
uninvested and without liability for interest thereon for the respective
accounts of, the Owners entitled thereto.


 


SECTION 4.06                    Fixing of
Record Date.


 


Whenever any cash
dividend or other cash distribution shall become payable or any distribution
other than cash shall be made, or whenever rights shall be issued with respect
to the Deposited Securities, or whenever the Depositary shall receive notice of
any meeting of holders of Shares or other Deposited Securities, or whenever for
any reason the Depositary causes a change in the number of Shares that are
represented by each American Depositary Share, or whenever the Depositary shall
find it necessary or convenient, the Depositary shall fix a record date (a) for
the determination of the Owners who shall be (i) entitled to receive such
dividend, distribution or rights or the net proceeds of the sale thereof, (ii) entitled
to give instructions for the exercise of voting rights at any such meeting or (iii) responsible
for any fee or charge assessed by the Depositary pursuant to this Deposit
Agreement or any taxes or other governmental charges, or (b) on or after
which each American Depositary Share will represent the changed number of
Shares.  Subject to the provisions of
Sections 4.01 through 4.05 and to the other terms and conditions of this
Deposit Agreement, the Owners on such record date shall be entitled, as the
case may be, to receive the amount distributable by the


 


19

















 


Depositary with
respect to such dividend or other distribution or such rights or the net
proceeds of sale thereof in proportion to the number of American Depositary
Shares held by them respectively and to give voting instructions and to act in
respect of any other such matter.


 


SECTION 4.07                    Voting of
Deposited Securities.


 


Upon receipt of notice of
any meeting or solicitation of proxies or consents of holders of Shares or
other Deposited Securities, if requested in writing by the Company, the
Depositary shall, as soon as practicable thereafter, mail to the Owners a
notice, the form of which notice shall be in the sole discretion of the
Depositary, which shall contain (a) such information as is contained in
such notice received by the Depositary from the Company, (b) a statement
that the Owners as of the close of business on a specified record date will be
entitled, subject to any applicable provision of Argentine law and of the articles
of association or similar documents of the Company, to instruct the Depositary
as to the exercise of the voting rights, if any, pertaining to the amount of
Shares or other Deposited Securities represented by their respective American
Depositary Shares and (c) a statement as to the manner in which such instructions
may be given, including an express indication that, if the Depositary does not
receive instructions, it may deem instructions to have been given under the
last sentence of this paragraph to vote the relevant Shares or other Deposited
Securities in favor of the resolutions proposed by the board of directors of
the Company or, in the case of a resolution not proposed by the board of
directors of the Company, in the same manner as the majority of all other
Deposited Securities voted at the meeting in respect of that resolution, and an
indication whether or not each resolution to be voted on has been proposed by
the board of directors of the Company. 
Upon the written request of an Owner of American Depositary Shares on
the relevant record date, received on or before the date established by the
Depositary for such purpose (the “Instruction Date”), the Depositary shall
endeavor, in so far as practicable, to vote or cause to be voted the amount of
Shares or other Deposited Securities represented by those American Depositary
Shares in accordance with the instructions set forth in such request, except
that the Depositary need not vote or cause to be voted, whether by
following express instructions or otherwise as provided below, with respect to
any Deposited Securities as to any resolution unless the Depositary has
received an opinion of Argentine counsel for the Company that is satisfactory
to the Depositary to the effect that that resolution is not inconsistent with
or contrary to Argentine Law or the articles of association or any similar
document of the Company.  The Company
shall use its reasonable best efforts to obtain an opinion of its Argentine
counsel to the effect specified in the preceding sentence in connection with
all resolutions to be voted on at a shareholders meeting that it considers to
material to the Company or its shareholders. The Depositary shall not vote or
attempt to exercise the right to vote that attaches to Deposited Securities
other than in accordance with instructions received from Owners or deemed
received under the following sentence. 
If (i) the Company made a request to the Depositary as contemplated
by the first sentence of this Section 4.07, complied with the following
paragraph of this


 


20

















 


Section 4.07
and (ii) no instructions are received by the Depositary from an Owner with
respect to an amount of Deposited Securities represented by that Owner’s
American Depositary Shares on or before the date established by the Depositary
for that purpose, the Depositary shall deem that Owner to have instructed the
Depositary to vote that amount of Deposited Securities in favor of all
resolutions proposed by the board of directors of the Company or in the case of
a resolution not proposed by the board of directors of the Company, in the same
manner as the majority of all other Deposited Securities voted at the meeting
in respect of that resolution, except that such instruction shall not be
deemed to have been given and the Depositary shall not vote that amount of
Deposited Securities with respect to any matter as to which the Company informs
the Depositary (and the Company agrees to provide that information as promptly
as practicable in writing, if applicable) that (x) the Company does not wish the
Depositary to vote those Deposited Securities, (y) substantial opposition
exists or (z) the matter materially and adversely affects the rights of holders
of Shares.


 


In order to give Owners a
reasonable opportunity to instruct the Depositary as to the exercise of voting
rights relating to Deposited Securities, if the Company will request the
Depositary to act under this Section 4.07, the Company shall give the
Depositary (i) notice of the meeting of holders of Deposited Securities, (ii) details
concerning the matters to be voted and (iii) an indication whether or not
each resolution to voted upon has been proposed by the board of directors of
the Company, in each case not less than 30 days prior to the meeting date.


 


There can be no assurance
that Owners generally or any Owner in particular will receive the notice
described in the preceding paragraph sufficiently prior to the instruction
cutoff date to ensure that the Depositary will vote the Shares or Deposited
Securities in accordance with the provisions set forth in the preceding
paragraph.  The Company shall have no
obligation and shall not be subject to any liability to any Owner or Beneficial
Owner in such case if the Company complied with the preceding paragraph of this
Section 4.07.


 


SECTION 4.08                    Changes
Affecting Deposited Securities.


 


Upon any change in
nominal value, change in par value, split-up, consolidation or any other
reclassification of Deposited Securities, or upon any recapitalization,
reorganization, merger or consolidation or sale of assets affecting the Company
or to which it is a party, or upon the redemption or cancellation by the
Company of the Deposited Securities, any securities, cash or property which
shall be received by the Depositary or a Custodian in exchange for, in conversion
of, in lieu of or in respect of Deposited Securities, shall be treated as new
Deposited Securities under this Deposit Agreement, and American Depositary
Shares shall thenceforth represent, in addition to the existing Deposited
Securities, the right to receive the new Deposited Securities so received,
unless additional American Depositary Shares are delivered pursuant to the
following sentence.  In any such case the
Depositary may, after


 


21

















 


consultation with
the Company, and shall, if the Company shall so request in writing, deliver
additional American Depositary Shares as in the case of a dividend in Shares,
or call for the surrender of outstanding Receipts to be exchanged for new
Receipts specifically describing such new Deposited Securities.


 


SECTION 4.09                    Reports.


 


The Depositary shall make
available for inspection by Owners at its Corporate Trust Office any reports
and communications received from the Company which are both (a) received
by the Depositary as the holder of the Deposited Securities and (b) made
generally available to the holders of such Deposited Securities by the Company.


 


SECTION 4.10                    Lists of
Owners.


 


Promptly upon request by
the Company, the Depositary shall, at the expense of the Company, furnish to it
a list, as of a recent date, of the names, addresses and holdings of American
Depositary Shares by all persons in whose names American Depositary Shares are
registered on the books of the Depositary and the Registrar, if applicable.


 


SECTION 4.11                    Withholding.


 


In the event that the
Depositary determines that any distribution in property (including, without
limitation, Shares and rights to subscribe therefor) is subject to any tax or
other governmental charge which the Depositary is obligated to withhold, the
Depositary may by public or private sale dispose of all or a portion of such
property (including, without limitation, Shares and rights to subscribe
therefor) in such amounts and in such manner as the Depositary deems necessary
and practicable to pay such taxes or charges and the Depositary shall make such
distribution after deduction of such taxes or charges to the Owners entitled
thereto in proportion to the number of American Depositary Shares held by them
respectively.


 


The Depositary will
forward to the Company or its agent such information from its records as the
Company may reasonably request to enable the Company or its agent to file
necessary reports with governmental agencies, and the Depositary or the Company
or their agents may file any such reports necessary to obtain benefits under
the applicable tax treaties for the Owners.


 


Each Owner shall
indemnify the Depositary, the Company, the Custodian and their respective
directors, employees, agents and affiliates, and hold each of them harmless
from, any claims by any governmental authority or agency with respect to taxes,
additional to tax, penalties or interest arising out of any refund of taxes,
reduced rate of withholding at source or other tax benefit obtained for the
Owner pursuant to this Section 4.11.


 


22

















 


SECTION 4.12   Shareholder
Rights and Duties of Shareholders. 


 


The Company and the
Owners understand and agree that the Depositary will exercise Shareholder
Rights only as provided in this Deposit Agreement and only on behalf and for
the benefit of the Owners.  The
Depositary may not exercise any Shareholder Rights on its own behalf or for its
own benefit.  Consequently, the
Depositary shall not be required to make any filings or complete any
registrations required of shareholders of Argentine companies that are acting
on their own behalf.


 


The Company and Owners
further understand and agree that under Argentine Law there are certain
requirements which are imposed on foreign shareholders that are not expressly
applicable to depositaries under depositary share programs, including, without
limitation, registration with Governmental Authorities, and the Owners agree to
comply with such requirements if and when applicable to Owners as if they held
the Deposited Securities their American Depositary Shares represent.


 


SECTION 4.13   Change
in Law.


 


If after the date hereof,
the adoption of or any change in any Argentine Law or in the interpretation or
application thereof by a competent Governmental Authority or compliance by the
Depositary with any request or directive (whether or not having the force of
law) from any competent Governmental Authority made subsequent to the date
hereof (a “Change in Law”) shall subject the Depositary to any registration
and/or information obligation in the Republic of Argentina or to any other
condition, and the result of any of the foregoing is to impose additional
obligations to the Depositary solely by reason of conducting the actions
contemplated under this Deposit Agreement and/or any Shareholder Right, then,
in any such case, the Company and the Depositary may amend the terms of this
Deposit Agreement in order to reflect any such Change in Law. The Company will
promptly notify the Depositary of any such Change in Law. In the event that the
Change in Law imposes registration and/or information obligations which the
Depositary reasonably deems to be material, then the Depositary shall be
entitled to decline to act on behalf of the Owners to exercise Shareholder
Rights relating to the Deposited Securities.


 


ARTICLE 5.                                THE
DEPOSITARY, THE CUSTODIANS AND THE COMPANY


 


SECTION 5.01                    Maintenance
of Office and Transfer Books by the Depositary.


 


Until termination of this
Deposit Agreement in accordance with its terms, the Depositary shall maintain
in the Borough of Manhattan, The City of New York, facilities for the execution
and delivery, registration, registration of transfers and surrender of American
Depositary Shares in accordance with the provisions of this Deposit Agreement.


 


23

















 


The Depositary shall keep
books, at its Corporate Trust Office, for the registration of American
Depositary Shares and transfers of American Depositary Shares which at all
reasonable times shall be open for inspection by the Owners or the Company,
provided that such inspection shall not be for the purpose of communicating
with Owners in the interest of a business or object other than the business of
the Company or a matter related to this Deposit Agreement or the American
Depositary Shares.


 


The Depositary may close such
books, at any time or from time to time, when deemed expedient by it in
connection with the performance of its duties hereunder or at the request of
the Company.


 


The Company shall have
the right to inspect transfer and registration records of the Depositary
relating to the American Depositary Shares at any reasonable time, to take
copies thereof and to require the Depositary, the Registrar and any co-transfer
agents or co-registrars to supply copies of such portions of such records as
the Company may reasonably request in writing.


 


SECTION 5.02                    Prevention
or Delay in Performance by the Depositary or the Company.


 


Neither the Depositary
nor the Company nor any of their respective directors, employees, agents or
affiliates shall incur any liability to any Owner or Holder (i) if by
reason of any provision of any present or future law or regulation of the
United States or any other country, or of any governmental or regulatory authority
or stock exchange, or by reason of any provision, present or future, of the articles
of association or similar document of the Company, or by reason of any
provision of any securities issued or distributed by the Company, or any
offering or distribution thereof, or by reason of any act of God or war or
terrorism or other circumstances beyond its control, the Depositary or the
Company shall be prevented, delayed or forbidden from, or be subject to any
civil or criminal penalty on account of, doing or performing any act or thing
which by the terms of this Deposit Agreement or the Deposited Securities it is
provided shall be done or performed, (ii) by reason of any nonperformance
or delay, caused as aforesaid, in the performance of any act or thing which by
the terms of this Deposit Agreement it is provided shall or may be done or
performed, (iii) by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement, (iv) for the inability
of any Owner or holder to benefit from any distribution, offering, right or
other benefit which is made available to holders of Deposited Securities but is
not, under the terms of this Deposit Agreement, made available to Owners or holders,
or (v) for any special, consequential or punitive damages for any breach
of the terms of this Deposit Agreement. 
Where, by the terms of a distribution pursuant to Section 4.01,
4.02 or 4.03, or an offering or distribution pursuant to Section 4.04, or
for any other reason, such distribution or offering may not be made available
to Owners, and the Depositary may not dispose of such distribution or offering
on behalf of such Owners and make the net proceeds


 


24

















 


available to such
Owners, then the Depositary shall not make such distribution or offering, and
shall allow any rights, if applicable, to lapse.


 


SECTION 5.03                    Obligations
of the Depositary, the Custodian and the Company.


 


The Company assumes no
obligation nor shall it be subject to any liability under this Deposit
Agreement to any Owner or Holder, except that the Company agrees to perform its
obligations specifically set forth in this Deposit Agreement without negligence
or bad faith.


 


The Depositary assumes no
obligation nor shall it be subject to any liability under this Deposit
Agreement to any Owner or Holder (including, without limitation, liability with
respect to the validity or worth of the Deposited Securities), except that the
Depositary agrees to perform its obligations specifically set forth in this
Deposit Agreement without negligence or bad faith.


 


Neither the Depositary
nor the Company nor the Foreign Registrar shall be under any obligation to
appear in, prosecute or defend any action, suit or other proceeding in respect
of any Deposited Securities or in respect of the American Depositary Shares on
behalf of any Owner or Holder or any other person.


 


Neither the Depositary
nor the Company shall be liable for any action or nonaction by it in reliance
upon the advice of or information from legal counsel, accountants, any person
presenting Shares for deposit, any Owner or any other person believed by it in
good faith to be competent to give such advice or information.


 


Each of the Depositary
and the Company shall be protected in acting upon any written notice, request,
direction or other document believed by it to be genuine and to have been
signed or presented by the proper party or parties.


 


The Depositary shall not
be liable for any acts or omissions made by a successor depositary whether in
connection with a previous act or omission of the Depositary or in connection
with any matter arising wholly after the removal or resignation of the
Depositary, provided that in connection with the issue out of which such
potential liability arises the Depositary performed its obligations without
negligence or bad faith while it acted as Depositary.


 


The Depositary shall not
be responsible for any failure to carry out any instructions to vote any of the
Deposited Securities, or for the manner in which any such vote is cast or the
effect of any such vote, provided that any such action or nonaction is in good
faith.


 


No disclaimer of
liability under the Securities Act of 1933 is intended by any provision of this
Deposit Agreement.


 


25

















 


SECTION 5.04                    Resignation
and Removal of the Depositary.


 


The Depositary may at any
time resign as Depositary hereunder by written notice of its election so to do
delivered to the Company, such resignation to take effect upon the appointment
of a successor depositary and its acceptance of such appointment as hereinafter
provided.


 


The Depositary may at any
time be removed by the Company by 90 days prior written notice of such removal,
to become effective upon the later of (i) the 90th day after delivery of
the notice to the Depositary and (ii) the appointment of a successor
depositary and its acceptance of such appointment as hereinafter provided.


 


In case at any time the
Depositary acting hereunder shall resign or be removed, the Company shall use
its best efforts to appoint a successor depositary, which shall be a bank or
trust company having an office in the Borough of Manhattan, The City of New
York.  Every successor depositary shall
execute and deliver to its predecessor and to the Company an instrument in
writing accepting its appointment hereunder, and thereupon such successor
depositary, without any further act or deed, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor; but such predecessor,
nevertheless, upon payment of all sums due it and on the written request of the
Company shall execute and deliver an instrument transferring to such successor
all rights and powers of such predecessor hereunder, shall duly assign,
transfer and deliver all right, title and interest in the Deposited Securities
to such successor and shall deliver to such successor a list of the Owners of
all outstanding Receipts.  Any such
successor depositary shall promptly mail notice of its appointment to the Owners.


 


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


 


SECTION 5.05                    The
Custodian.


 


The Custodian shall be
subject at all times and in all respects to the directions of the Depositary
and shall be responsible solely to it. 
Any Custodian may resign and be discharged from its duties hereunder by
notice of such resignation delivered to the Depositary at least 30 days prior
to the date on which such resignation is to become effective.  If upon such resignation there shall be no
Custodian acting hereunder, the Depositary shall, promptly after receiving such
notice, appoint a substitute custodian or custodians, each of which shall
thereafter be a Custodian hereunder.  The
Depositary in its discretion may appoint a substitute or additional custodian
or custodians, each of which shall thereafter be one of the Custodians
hereunder.  The Depositary shall notify
the Company of the appointment of the substitute or additional Custodian at
least 30 days prior to the date on which such appointment is to become
effective, if practicable.  The
Depositary may not appoint as Custodian any institution that is not qualified
under applicable law to act as Custodian. 
Upon demand of the Depositary any Custodian shall


 


26

















 


deliver such of
the Deposited Securities held by it as are requested of it to any other
Custodian or such substitute or additional custodian or custodians.  Each such substitute or additional custodian
shall deliver to the Depositary, forthwith upon its appointment, an acceptance
of such appointment satisfactory in form and substance to the Depositary.   The
Depositary shall give the Company notice of any change in Custodian as promptly
as practicable.


 


Upon the appointment of
any successor depositary hereunder, each Custodian then acting hereunder shall
forthwith become, without any further act or writing, the agent hereunder of such
successor depositary and the appointment of such successor depositary shall in
no way impair the authority of each Custodian hereunder; but the successor
depositary so appointed shall, nevertheless, on the written request of any
Custodian, execute and deliver to such Custodian all such instruments as may be
proper to give to such Custodian full and complete power and authority as agent
hereunder of such successor depositary.


 


SECTION 5.06                    Notices and
Reports.


 


On or before the first
date on which the Company gives notice, by publication or otherwise, of any
meeting of holders of Shares or other Deposited Securities, or of any adjourned
meeting of such holders, or of the taking of any action in respect of any cash
or other distributions or the offering of any rights, the Company agrees to
transmit to the Depositary and the Custodian a copy of the notice thereof in
the form given or to be given to holders of Shares or other Deposited
Securities.


 


The Company will arrange
for the translation into English, if not already in English, to the extent
required pursuant to any regulations of the Commission, and the prompt
transmittal by the Company to the Depositary and the Custodian of any other
notices, reports and communications which are made generally available by the
Company to holders of its Shares.  If
requested in writing by the Company, the Depositary will arrange for the
mailing of copies of such notices, reports and communications to all Owners.  The Company will timely provide the
Depositary with the quantity of such notices, reports, and communications, as
requested by the Depositary from time to time, in order for the Depositary to
effect such mailings.


 


The Company has delivered
to the Depositary and the Custodian a copy (in English or with an English translation)
of its articles of association and bylaws or similar documents.  Promptly upon any change in such provisions,
the Company shall deliver promptly to the Depositary and the Custodian a copy
(in English or with an English translation) of such provisions as so
changed.  The Depositary and its agents
may rely on the copy of such provisions as so delivered for all purposes of
this Deposit Agreement.


 


27














 


SECTION 5.07                    Distribution of Additional
Shares, Rights, etc.


 


If the Company or, to the
knowledge of the Company, any affiliate of the Company, determines to make any
issuance or distribution of (1) additional Shares, (2) rights to
subscribe for Shares, (3) securities convertible into Shares, or (4) rights
to subscribe for such securities (each a “Distribution”), the Company shall
notify the Depositary in writing in English as promptly as practicable and in
any event before the Distribution starts and, if requested in writing by the
Depositary, the Company shall promptly furnish to the Depositary a written
opinion from U.S. counsel for the Company that is reasonably satisfactory to
the Depositary, stating whether or not the Distribution requires, or, if made
in the United States, would require, registration under the Securities Act of
1933. If, in the opinion of that counsel, the Distribution requires, or, if
made in the United States, would require, registration under the Securities Act
of 1933, that counsel shall furnish to the Depositary a written opinion as to
whether or not there is a registration statement under the Securities Act of
1933 in effect that will cover that Distribution. In the event such
registration under the Securities Act of 1933 would be required in connection
with any such Distribution, the Company will have no obligation to effect such
registration.


 


The Company agrees with
the Depositary that neither the Company nor any company or entity controlled by
the Company will at any time deposit any Shares, either originally issued or
previously issued and reacquired by the Company or any such affiliate, unless a
registration statement is in effect as to such Shares under the Securities Act
of 1933.


 


SECTION 5.08                    Indemnification.


 


The Company agrees to
indemnify the Depositary, its directors, employees, agents and affiliates and
any Custodian against, and hold each of them harmless from, any liability or
expense (including, but not limited to any fees and expenses incurred in
seeking, enforcing or collecting such indemnity and the reasonable fees and
expenses of counsel) which may arise out of or in connection with (a) any
registration with the Commission of American Depositary Shares or Deposited
Securities or the offer or sale thereof in the United States, (b) acts
performed or omitted, pursuant to the provisions of or in connection with this
Deposit Agreement and of the Receipts, as the same may be amended,
modified or supplemented from time to time, (i) by either the Depositary
or a Custodian or their respective directors, employees, agents and affiliates,
except for any liability or expense arising out of the negligence or bad faith
of either of them and except to the extent that such liability or expense
arises out of information relating to the Depositary or the Custodian, as
applicable, furnished in writing to the Company by the Depositary expressly for
use in any registration statement, proxy statements, prospectus (or placement
memorandum) or preliminary prospectus (or preliminary placement memorandum)
relating to the American Depositary Shares or the Shares represented thereby,
or omissions from such information, if provided, or (ii) by 


 


28

















 


the Company or any
of its directors, employees, agents and affiliates, (c) (i) any act,
omission, delay or refusal of the Depositary, its directors, employees, agents
and affiliates relating to (A) any activity conducted prior to a meeting
of holders of Shares or other Deposited Securities pursuant to Section 4.07,
including the review of notices, instructions and information provided by the
Company and the reliance upon the signatures, stamps and formalities contained
in such documents or (B) the actions carried out at any such meeting
including to attend, participate and vote as instructed by the Owners or
otherwise in accordance with the recommendations of the Board of Directors of
the Company, (ii) all documents the Depositary may be required to
file at any such meeting, including instructions from Owners, and other related
documents held by the Depositary at the relevant meeting, (iii) all
documents the Depositary may be required to execute at any meeting,
including minutes of the relevant meeting as well as any voting and attendance
forms or (iv) any effect, action, claim, litigation or investigation or
proceeding, regardless of whether the Depositary, its directors, employees,
agents and affiliates are a party thereto, arising or deriving from any such
meeting and all matters relating thereto, including, but not limited to,
appeals, objections and challenges to the actions and procedures carried out in
connection with any meeting; or (d) any effect, action, claim, litigation,
investigation or proceeding, regardless of whether the Depositary, its directors,
employees, agents and affiliates are a party thereto, arising or deriving from Section 4.12
or 4.13.


 


The indemnities contained
in the preceding paragraph shall not extend to any liability or expense which
arises solely and exclusively out of a Pre-Release (as defined in Section 2.09)
of American Depositary Shares in accordance with Section 2.09 and which
would not otherwise have arisen had such American Depositary Shares not been
the subject of a Pre-Release pursuant to Section 2.09; provided, however,
that the indemnities provided in the preceding paragraph shall apply to any
such liability or expense (subject to the limitations contained in that
paragraph) (i) to the extent that such liability or expense would have
arisen had the American Depositary Shares not been the subject of a
Pre-Release, or (ii) which may arise out of any misstatement or
alleged misstatement or omission or alleged omission in any registration
statement, proxy statement, prospectus (or placement memorandum), or
preliminary prospectus (or preliminary placement memorandum) relating to the
offer or sale of American Depositary Shares, except to the extent any such
liability or expense arises out of (i) information relating to the
Depositary or any Custodian (other than the Company), as applicable, furnished
in writing and not materially changed or altered by the Company expressly for
use in any of the foregoing documents, or, (ii) if such information is
provided, the failure to state a material fact necessary to make the information
provided not misleading.


 


The Depositary agrees to
indemnify the Company, its directors, employees, agents and affiliates and hold
them harmless from any liability or expense which may arise out of acts
performed or omitted by the Depositary or its Custodian or their respective
directors, employees, agents and affiliates due to their negligence or bad
faith.


 


29

















 


If an action, proceeding
(including, but not limited to, any governmental investigation), claim or
dispute (collectively, a “Proceeding”) in respect of which indemnity may be
sought by either party is brought or asserted against the other party, the
party seeking indemnification (the “Indemnitee”) shall promptly (and in no
event more than ten (10) days after receipt of notice of such Proceeding)
notify the party obligated to provide such indemnification (the “Indemnitor”)
of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor
shall not impair the Indemnitee’s ability to seek indemnification from the
Indemnitor (but only for costs, expenses and liabilities incurred after such
notice) unless such failure adversely affects the Indemnitor’s ability to
adequately oppose or defend such Proceeding. Upon receipt of such notice from
the Indemnitee, the Indemnitor shall be entitled to participate in such
Proceeding and, to the extent that it shall so desire and provided no conflict
of interest exists as specified in subparagraph (b) below or there are no
other defenses available to Indemnitee as specified in subparagraph (d) below,
to assume the defense thereof with counsel reasonably satisfactory to the
Indemnitee (in which case all attorney’s fees and expenses shall be borne by
the Indemnitor and the Indemnitor shall in good faith defend the Indemnitee). The
Indemnitee shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be borne by the Indemnitee unless (a) the Indemnitor
agrees in writing to pay such fees and expenses, (b) the Indemnitee shall
have reasonably and in good faith concluded that there is a conflict of
interest between the Indemnitor and the Indemnitee in the conduct of the
defense of such action, (c) the Indemnitor fails, within ten (10) days
prior to the date the first response or appearance is required to be made in
such Proceeding, to assume the defense of such Proceeding with counsel
reasonably satisfactory to the Indemnitee or (d) there are legal defenses
available to Indemnitee that are different from or are in addition to those
available to the Indemnitor. No compromise or settlement of such Proceeding may be
effected by either party without the other party’s consent unless (i) there
is no finding or admission of any violation of law and no effect on any other
claims that may be made against such other party and (ii) the sole
relief provided is monetary damages that are paid in full by the party seeking
the settlement. Neither party shall have any liability with respect to any
compromise or settlement effected without its consent, which shall not be
unreasonably withheld. The Indemnitor shall have no obligation to indemnify and
hold harmless the Indemnitee from any loss, expense or liability incurred by
the Indemnitee as a result of a default judgment entered against the Indemnitee
unless such judgment was entered after the Indemnitor agreed, in writing, to
assume the defense of such Proceeding.


 


SECTION 5.09                    Charges of Depositary.


 


The Company agrees to pay
the fees and out-of-pocket expenses of the Depositary and those of any
Registrar only in accordance with agreements in writing entered into between
the Depositary and the Company from time to time.


 


30

















 


The following charges
shall be incurred by any party depositing or withdrawing Shares or by any party
surrendering American Depositary Shares or to whom American Depositary Shares
are issued (including, without limitation, issuance pursuant to a stock
dividend or stock split declared by the Company or an exchange of stock
regarding the American Depositary Shares or Deposited Securities or a delivery
of American Depositary Shares pursuant to Section 4.03), or by Owners, as
applicable:  (1) taxes and other
governmental charges, (2) such registration fees as may from time to
time be in effect for the registration of transfers of Shares generally on the
Share register of the Company or Foreign Registrar and applicable to transfers
of Shares to or from the name of the Depositary or its nominee or the Custodian
or its nominee on the making of deposits or withdrawals hereunder, (3) such
cable, telex and facsimile transmission expenses as are expressly provided in
this Deposit Agreement, (4) such expenses as are incurred by the Depositary
in the conversion of foreign currency pursuant to Section 4.05, (5) a
fee of $5.00 or less per 100 American Depositary Shares (or portion thereof)
for the delivery of American Depositary Shares pursuant to Section 2.03,
4.03 or 4.04 and the surrender of American Depositary Shares pursuant to Section 2.05
or 6.02, (6) a fee of $.02 or less per American Depositary Share (or
portion thereof) for any cash distribution made pursuant to this Deposit
Agreement, including, but not limited to Sections 4.01 through 4.04 hereof, (7) a
fee for the distribution of securities pursuant to Section 4.02, such fee
being in an amount equal to the fee for the execution and delivery of American
Depositary Shares referred to above which would have been charged as a result
of the deposit of such securities (for purposes of this clause 7 treating all
such securities as if they were Shares) but which securities are instead
distributed by the Depositary to Owners, (8) in addition to any fee
charged under clause 6, a fee of $.02 or less per American Depositary Share (or
portion thereof) for depositary services, which will accrue on the last day of
each calendar year and which will be payable as provided in clause 9 below and (9) any
other charges payable by the Depositary, any of the Depositary’s agents,
including the Custodian, or the agents of the Depositary’s agents in connection
with the servicing of Shares or other Deposited Securities (which charge shall
be assessed against Owners as of the date or dates set by the Depositary in
accordance with Section 4.06 and shall be payable at the sole discretion
of the Depositary by billing such Owners for such charge or by deducting such
charge from one or more cash dividends or other cash distributions).


 


The Depositary, subject
to Section 2.09 hereof, may own and deal in any class of
securities of the Company and its affiliates and in American Depositary Shares.


 


SECTION 5.10                    Retention of Depositary
Documents.


 


The Depositary is
authorized to destroy those documents, records, bills and other data compiled
during the term of this Deposit Agreement at the times permitted by the laws or
regulations governing the Depositary unless the Company requests that such
papers be retained for a longer period or turned over to the Company or to a successor
depositary.


 


31

















 


SECTION 5.11                    Exclusivity.


 


The Company agrees not to
appoint any other depositary for issuance of American or global depositary
shares or receipts so long as The Bank of New York is acting as Depositary
hereunder.


 


SECTION 5.12                    List of Restricted Securities
Owners.


 


The Company has provided
to the Depositary a list setting forth, to the actual knowledge of the Company,
those persons or entities who beneficially own Restricted Securities (and by
entering into this Deposit Agreement the Depositary acknowledges such receipt)
and the Company shall update that list as changes occur. The Company agrees to
advise in writing each of the persons or entities so listed that such
Restricted Securities are ineligible for deposit hereunder. The Depositary may rely
on such a list or update but shall not be liable for any action or omission
made in reliance thereon.


 


ARTICLE 6.                                AMENDMENT
AND TERMINATION


 


SECTION 6.01                    Amendment.


 


The form of the
Receipts and any provisions of this Deposit Agreement may at any time and
from time to time be amended by agreement between the Company and the
Depositary without the consent of Owners or holders in any respect which they may deem
necessary or desirable. Any amendment which shall impose or increase any fees
or charges (other than taxes and other governmental charges, registration fees,
cable, telex or facsimile transmission costs, delivery costs or other such
expenses), or which shall otherwise prejudice any substantial existing right of
Owners, shall, however, not become effective as to outstanding American
Depositary Shares until the expiration of thirty days after notice of such
amendment shall have been given to the Owners of outstanding American
Depositary Shares. Every Owner and holder, at the time any amendment so becomes
effective, shall be deemed, by continuing to hold such American Depositary
Shares or any interest therein, to consent and agree to such amendment and to
be bound by the Deposit Agreement as amended thereby. In no event shall any
amendment impair the right of the Owner to surrender American Depositary Shares
and receive therefor the Deposited Securities represented thereby, except in
order to comply with mandatory provisions of applicable law.


 


SECTION 6.02                    Termination.


 


The Company may at
any time terminate this Deposit Agreement by instructing the Depositary to mail
a notice of termination to the Owners of all American Depositary Shares then
outstanding at least 30 days prior to the termination date included in such
notice. The Depositary may likewise terminate this Deposit Agreement if at
any time 60 days shall have expired after the Depositary delivered to the
Company a written


 


32

















 


resignation notice
and if a successor depositary shall not have been appointed and accepted its
appointment as provided in Section 5.04; in such case the Depositary shall
mail a notice of termination to the Owners of all American Depositary Shares
then outstanding at least 30 days prior to the termination date. On and after
the date of termination, the Owner of American Depositary Shares will, upon (a) surrender
of such American Depositary Shares, (b) payment of the fee of the
Depositary for the surrender of American Depositary Shares referred to in Section 2.05,
and (c) payment of any applicable taxes or governmental charges, be
entitled to delivery, to him or upon his order, of the amount of Deposited
Securities represented by those American Depositary Shares. If any American
Depositary Shares shall remain outstanding after the date of termination, the
Depositary thereafter shall discontinue the registration of transfers of
American Depositary Shares, shall suspend the distribution of dividends to the
Owners thereof, and shall not give any further notices or perform any
further acts under this Deposit Agreement, except that the Depositary shall
continue to collect dividends and other distributions pertaining to Deposited
Securities, shall sell rights and other property as provided in this Deposit
Agreement, and shall continue to deliver Deposited Securities, together with
any dividends or other distributions received with respect thereto and the net
proceeds of the sale of any rights or other property, upon surrender of
American Depositary Shares (after deducting, in each case, the fee of the
Depositary for the surrender of American Depositary Shares, any expenses for
the account of the Owner of such American Depositary Shares in accordance with
the terms and conditions of this Deposit Agreement, and any applicable taxes or
governmental charges).


 


At any time after the
expiration of four months from the date of termination, the Depositary may sell
the Deposited Securities then held under this Deposit Agreement and may thereafter
hold uninvested the net proceeds of any such sale, together with any other cash
then held by it hereunder, unsegregated and without liability for interest, for
the pro rata benefit of the Owners of American Depositary Shares that have not
theretofore been surrendered, such Owners thereupon becoming general creditors
of the Depositary with respect to such net proceeds. After making such sale,
the Depositary shall be discharged from all obligations under this Deposit
Agreement, except to account for such net proceeds and other cash (after
deducting, in each case, the fee of the Depositary for the surrender of
American Depositary Shares, any expenses for the account of the Owner of such
American Depositary Shares in accordance with the terms and conditions of this
Deposit Agreement, and any applicable taxes or governmental charges. Upon the
termination of this Deposit Agreement, the Company shall be discharged from all
obligations under this Deposit Agreement except for its obligations to the
Depositary under Sections 5.08 and 5.09.


 


33

















 


ARTICLE 7.                                MISCELLANEOUS


 


SECTION 7.01                    Counterparts.


 


This Deposit Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original and all of such counterparts shall constitute one and the same
instrument. Copies of this Deposit Agreement shall be filed with the Depositary
and the Custodians and shall be open to inspection by any Owner or Holder during
business hours.


 


SECTION 7.02                    No Third Party Beneficiaries.


 


This Deposit Agreement is
for the exclusive benefit of the parties hereto and shall not be deemed to give
any legal or equitable right, remedy or claim whatsoever to any other person.


 


SECTION 7.03                    Severability.


 


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


 


SECTION 7.04                    Owners and Holders as Parties;
Binding Effect.


 


The Owners and Holders from
time to time shall be parties to this Deposit Agreement and shall be bound by
all of the terms and conditions hereof and of the Receipts by acceptance of
American Depositary Shares or any interest therein.


 


SECTION 7.05                    Notices.


 


Any and all notices to be
given to the Company shall be deemed to have been duly given if personally
delivered or sent by mail or cable, telex or facsimile transmission confirmed
by letter, addressed to Azopardo 1025, Buenos Aires, Argentina, Attention: Rogelio
Pagano, Chief Financial Officer, Facsimile: 
(011) 5411-4346-5325, or any other place to which the Company may have
transferred its principal office with notice to the Depositary.


 


Any and all notices to be
given to the Depositary shall be deemed to have been duly given if in English
and personally delivered or sent by mail or cable, telex or facsimile
transmission confirmed by letter, addressed to The Bank of New York, 101
Barclay Street, New York, New York 10286, Attention:  American Depositary Receipt Administration, Facsimile:  (212) 571-3050, or any other place to which
the Depositary may have transferred its Corporate Trust Office with notice
to the Company.


 


34

















 


Any and all notices to be
given to any Owner shall be deemed to have been duly given if personally
delivered or sent by mail or cable, telex or facsimile transmission confirmed by
letter, addressed to such Owner at the address of such Owner as it appears on
the transfer books for American Depositary Shares of the Depositary, or, if
such Owner shall have filed with the Depositary a written request that notices
intended for such Owner be mailed to some other address, at the address
designated in such request.


 


Delivery of a notice sent
by mail or cable, telex or facsimile transmission shall be deemed to be
effected at the time when a duly addressed letter containing the same (or a confirmation
thereof in the case of a cable, telex or facsimile transmission) is deposited,
postage prepaid, in a post-office letter box. The Depositary or the Company
may, however, act upon any cable, telex or facsimile transmission received by
it, notwithstanding that such cable, telex or facsimile transmission shall not
subsequently be confirmed by letter as aforesaid.


 


SECTION 7.06                    Submission to Jurisdiction;
Appointment of Agent for Service of Process; Jury Trial Waiver.


 


The Company hereby (i) irrevocably
designates and appoints CT Corporation System, 111 Eighth Avenue, New York, New
York 10011, in the State of New York, as the Company’s authorized agent upon
which process may be served in any suit or proceeding arising out of or
relating to the Shares or Deposited Securities, the American Depositary Shares,
the Receipts or this Agreement, (ii) consents and submits to the
jurisdiction of any state or federal court in the State of New York in which
any such suit or proceeding may be instituted, and (iii) agrees that
service of process upon said authorized agent shall be deemed in every respect
effective service of process upon the Company in any such suit or proceeding. The
Company agrees to deliver, upon the execution and delivery of this Deposit
Agreement, a written acceptance by such agent of its appointment as such agent.
The Company further agrees to take any and all action, including the filing of
any and all such documents and instruments, as may be necessary to
continue such designation and appointment in full force and effect for so long
as any American Depositary Shares remain outstanding or this Deposit Agreement
remains in force. In the event the Company fails to continue such designation
and appointment in full force and effect, the Company hereby waives personal
service of process upon it and consents that any such service of process may be
made by certified or registered mail, return receipt requested, directed to the
Company at its address last specified for notices hereunder, and service so made
shall be deemed completed five (5) days after the same shall have been so
mailed.


 


EACH PARTY TO THIS
DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER)
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY


 


35

















 


SUIT, ACTION OR
PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE
AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF,
INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR
TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).


 


SECTION 7.07                    Waiver of Immunities.


 


To the extent that the
Company or any of its properties, assets or revenues may have or may hereafter
become entitled to, or have attributed to it, any right of immunity, on the
grounds of sovereignty or otherwise, from any legal action, suit or proceeding,
from the giving of any relief in any respect thereof, from setoff or
counterclaim, from the jurisdiction of any court, from service of process, from
attachment upon or prior to judgment, from attachment in aid of execution or
judgment, or from execution of judgment, or other legal process or proceeding
for the giving of any relief or for the enforcement of any judgment, in any
jurisdiction in which proceedings may at any time be commenced, with
respect to its obligations, liabilities or any other matter under or arising
out of or in connection with the Shares or Deposited Securities, the American
Depositary Shares, the Receipts or this Deposit Agreement, the Company, to the
fullest extent permitted by law, hereby irrevocably and unconditionally waives,
and agrees not to plead or claim, any such immunity and consents to such relief
and enforcement.


 


SECTION 7.08                    Governing Law.


 


This Deposit Agreement
and the Receipts shall be interpreted and all rights hereunder and thereunder
and provisions hereof and thereof shall be governed by the laws of the State of
New York, except with respect to its authorization and execution by the
Company, which shall be governed by the laws of Argentina.


 


36

















 


IN WITNESS WHEREOF, EMPRESA
DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR) and THE BANK OF
NEW YORK have duly executed this Deposit Agreement as of the day and year
first set forth above and all Owners and Holders shall become parties hereto
upon acceptance by them of American Depositary Shares or any interest therein.


 


	
   

  	
   

  	
  EMPRESA DISTRIBUIDORA Y

  
	
   

  	
   

  	
  COMERCIALIZADORA NORTE

  
	
   

  	
   

  	
  S.A. (EDENOR)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
  as Depositary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


37

















 


EXHIBIT A


 


AMERICAN DEPOSITARY SHARES


(Each American Depositary Share represents


twenty (20) deposited Shares)


 


THE BANK OF NEW YORK


AMERICAN DEPOSITARY RECEIPT


FOR CLASS B COMMON SHARES OF


THE PAR VALUE OF 1 ARGENTINE PESO OF


EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR)


(INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF ARGENTINA)


 


The Bank of New York, as
depositary (hereinafter called the “Depositary”), hereby certifies that           
                                            ,
or registered assigns IS THE OWNER OF                              


 


AMERICAN DEPOSITARY SHARES


 


representing deposited Class B common shares (herein called “Shares”)
of Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR), a company incorporated
under the laws of the Republic of Argentina (herein called the “Company”). At
the date hereof, each American Depositary Share represents twenty (20) Shares
deposited or subject to deposit under the Deposit Agreement (as such term is
hereinafter defined) at the principal Buenos Aires office of Banco Rio de la
Plata S.A. (herein called the “Custodian”). The Depositary’s Corporate Trust
Office is located at a different address than its principal executive office. Its
Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286,
and its principal executive office is located at One Wall Street, New York,
N.Y. 10286.


 


THE DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS


101 BARCLAY
STREET, NEW YORK, N.Y. 10286


 

















 


1.                                       THE DEPOSIT AGREEMENT.


 


This American Depositary
Receipt is one of an issue (herein called “Receipts”), all issued and to be
issued upon the terms and conditions set forth in the deposit agreement, dated
as of          , 2007 (herein
called the “Deposit Agreement”), by and among the Company, the Depositary, and
all Owners and holders from time to time of American Depositary Shares issued
thereunder, each of whom by accepting American Depositary Shares agrees to
become a party thereto and become bound by all the terms and conditions thereof.
The Deposit Agreement sets forth the rights of Owners and holders and the
rights and duties of the Depositary in respect of the Shares deposited
thereunder and any and all other securities, property and cash from time to
time received in respect of such Shares and held thereunder (such Shares,
securities, property, and cash are herein called “Deposited Securities”). Copies
of the Deposit Agreement are on file at the Depositary’s Corporate Trust Office
in New York City and at the office of the Custodian.


 


The statements made on
the face and reverse of this Receipt are summaries of certain provisions of the
Deposit Agreement and are qualified by and subject to the detailed provisions
of the Deposit Agreement, to which reference is hereby made. Capitalized terms
defined in the Deposit Agreement and not defined herein shall have the meanings
set forth in the Deposit Agreement.


 


2.                                       SURRENDER OF RECEIPTS AND WITHDRAWAL OF
SHARES.


 


Upon surrender at the
Corporate Trust Office of the Depositary of American Depositary Shares, and
upon payment of the fee of the Depositary provided in this Receipt, and subject
to the terms and conditions of the Deposit Agreement, the Owner of those
American Depositary Shares is entitled to delivery, to him or as instructed, of
the amount of Deposited Securities at the time represented by those American
Depositary Shares. Such delivery will be made, at the option of the Owner
hereof, either at the office of the Custodian or at the Corporate Trust Office
of the Depositary, provided that the forwarding of certificates for Shares or
other Deposited Securities for such delivery at the Corporate Trust Office of
the Depositary shall be at the risk and expense of the Owner hereof.


 


3.                                       TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF
RECEIPTS.


 


Transfers of American
Depositary Shares may be registered on the books of the Depositary by the
Owner in person or by a duly authorized attorney, upon surrender of those
American Depositary Shares properly endorsed for transfer or accompanied by proper
instruments of transfer, in the case of a Receipt, or pursuant to a proper
instruction (including, for the avoidance of doubt, instructions through DRS
and Profile as provided in Section 2.10 of the Deposit Agreement), in the
case of uncertificated American Depositary Shares, and funds sufficient to pay
any applicable transfer taxes and the expenses of the Depositary and upon
compliance with such regulations, if any, as the


 


2

















 


Depositary may establish
for such purpose. This Receipt may be split into other such Receipts, or may be
combined with other such Receipts into one Receipt, evidencing the same aggregate
number of American Depositary Shares as the Receipt or Receipts surrendered.
The Depositary, upon surrender of a Receipt for the purpose of exchanging the
certificated American Depositary Shares evidenced by that Receipt for
uncertificated American Depositary Shares, shall cancel that Receipt and send
the Owner a statement confirming that the Owner is the Owner of uncertificated
American Depositary Shares. The Depositary, upon receipt of a proper
instruction (including, for the avoidance of doubt, instructions through DRS
and Profile as provided in Section 2.10 of the Deposit Agreement) from the
Owner of uncertificated American Depositary Shares for the purpose of
exchanging those uncertificated American Depositary Shares for certificated
American Depositary Shares, shall execute and deliver to the Owner a Receipt
evidencing those American Depositary Shares. As a condition precedent to the
delivery, registration of transfer, or surrender of any American Depositary
Shares or split-up or combination of any Receipt or withdrawal of any Deposited
Securities, the Depositary, the Custodian, or Registrar may require
payment from the depositor of the Shares or the presenter of the Receipt or
instruction for registration of transfer or surrender of American Depositary
Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any
tax or other governmental charge and any stock transfer or registration fee
with respect thereto (including any such tax or charge and fee with respect to
Shares being deposited or withdrawn) and payment of any applicable fees as
provided in the Deposit Agreement, may require the production of proof
satisfactory to it as to the identity and genuineness of any signature and may also
require compliance with any regulations the Depositary may establish
consistent with the provisions of the Deposit Agreement.


 


The delivery of American
Depositary Shares against deposit of Shares generally or against deposit of
particular Shares may be suspended, or the registration of transfer of
American Depositary Shares in particular instances may be refused, or the
registration of transfer of outstanding American Depositary Shares generally may be
suspended, during any period when the transfer books of the Depositary and the
Registrar, if applicable, are closed, or if any such action is deemed necessary
or advisable by the Depositary, the Registrar, if applicable, or the Company at
any time or from time to time because of any requirement of law or of any
government or governmental body or commission, or under any provision of the
Deposit Agreement, or for any other reason, subject to the provisions of the
following sentence. Notwithstanding anything to the contrary in the Deposit
Agreement or this Receipt, the surrender of outstanding American Depositary
Shares and withdrawal of Deposited Securities may not be suspended subject
only to (i) temporary delays caused by closing the transfer books of the
Depositary or the Registrar, if applicable, or the Company or the Foreign
Registrar, if applicable, or the deposit of Shares in connection with voting at
a shareholders’ meeting, or the payment of dividends, (ii) the payment of
fees, taxes and similar charges, and (iii) compliance with any U.S. or
foreign laws or governmental regulations relating to the American Depositary
Shares or to the withdrawal of the Deposited Securities. Without limitation of
the foregoing, the Depositary shall not knowingly accept for deposit under the
Deposit Agreement any


 


3

















 


Shares which would
be required to be registered under the provisions of the Securities Act of
1933, unless a registration statement is in effect as to such Shares or such
Shares are exempt from registration thereunder.


 


4.                                       LIABILITY OF OWNER FOR TAXES.


 


If any tax or other
governmental charge shall become payable with respect to any American
Depositary Shares or any Deposited Securities represented by any American
Depositary Shares, such tax or other governmental charge shall be payable by
the Owner to the Depositary. The Depositary may refuse to register any
transfer of those American Depositary Shares or any withdrawal of Deposited
Securities represented by those American Depositary Shares until such payment
is made, and may withhold any dividends or other distributions, or may sell
for the account of the Owner any part or all of the Deposited Securities
represented by those American Depositary Shares, and may apply such
dividends or other distributions or the proceeds of any such sale in payment of
such tax or other governmental charge and the Owner shall remain liable for any
deficiency.


 


5.                                       WARRANTIES ON DEPOSIT OF SHARES.


 


Every person depositing
Shares under the Deposit Agreement shall be deemed thereby to represent and
warrant, that such Shares are validly issued, fully paid, and free of any
preemptive rights of the holders of outstanding Shares and that the person
making such deposit is duly authorized so to do. Every such person shall also
be deemed to represent that such Shares are not and American Depositary Shares
representing such Shares would not be, Restricted Securities. Such
representations and warranties shall survive the deposit of Shares and delivery
of American Depositary Shares.


 


6.                                       FILING PROOFS, CERTIFICATES, AND OTHER
INFORMATION.


 


Any person presenting
Shares for deposit or any Owner or Holder may be required from time to
time to file with the Depositary or the Custodian such proof of citizenship or
residence, exchange control approval, or such information relating to the
registration on the books of the Company or the Foreign Registrar, if
applicable, to execute such certificates and to make such representations and
warranties, as the Depositary may reasonably deem necessary or proper. The
Depositary may withhold the delivery or registration of transfer of any
American Depositary Shares or the distribution of any dividend or sale or
distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such
certificates are executed or such representations and warranties made. No Share
shall be accepted for deposit unless accompanied by evidence reasonably satisfactory
to the Depositary that any filing, authorization or other requirement required
or imposed under any applicable currency exchange regulations in connection
with that deposit has been timely made, obtained or satisfied.


 


4

















 


7.                                       CHARGES OF DEPOSITARY.


 


The following charges
shall be incurred by any party depositing or withdrawing Shares or by any party
surrendering American Depositary Shares or to whom American Depositary Shares
are issued (including, without limitation, issuance pursuant to a stock
dividend or stock split declared by the Company or an exchange of stock
regarding the American Depositary Shares or Deposited Securities or a delivery
of American Depositary Shares pursuant to Section 4.03 of the Deposit
Agreement), or by Owners, as applicable: 
(1) taxes and other governmental charges, (2) such registration
fees as may from time to time be in effect for the registration of
transfers of Shares generally on the Share register of the Company or Foreign
Registrar and applicable to transfers of Shares to or from the name of the
Depositary or its nominee or the Custodian or its nominee on the making of
deposits or withdrawals under the terms of the Deposit Agreement, (3) such
cable, telex and facsimile transmission expenses as are expressly provided in
the Deposit Agreement, (4) such expenses as are incurred by the Depositary
in the conversion of foreign currency pursuant to Section 4.05 of the
Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary
Shares (or portion thereof) for the delivery of American Depositary Shares
pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the
surrender of American Depositary Shares pursuant to Section 2.05 or 6.02
of the Deposit Agreement, (6) a fee of $.02 or less per American
Depositary Share (or portion thereof) for any cash distribution made pursuant
to the Deposit Agreement, including, but not limited to Sections 4.01 through
4.04 of the Deposit Agreement, (7) a fee for the distribution of
securities pursuant to Section 4.02 of the Deposit Agreement, such fee
being in an amount equal to the fee for the execution and delivery of American
Depositary Shares referred to above which would have been charged as a result
of the deposit of such securities (for purposes of this clause 7 treating all
such securities as if they were Shares) but which securities are instead
distributed by the Depositary to Owners, (8) in addition to any fee
charged under clause (6), a fee of $.02
or less per American Depositary Share (or portion thereof) for depositary
services, which will accrue on the last day of each calendar year and which
will be payable as provided in clause (9) below and (9) any other
charges payable by the Depositary, any of the Depositary’s agents, including
the Custodian, or the agents of the Depositary’s agents in connection with the
servicing of Shares or other Deposited Securities (which charge shall be
assessed against Owners as of the date or dates set by the Depositary in
accordance with Section 4.06 of the Deposit Agreement and shall be payable
at the sole discretion of the Depositary by billing such Owners for such charge
or by deducting such charge from one or more cash dividends or other cash
distributions).


 


The Depositary, subject
to Article 8 hereof, may own and deal in any class of securities
of the Company and its affiliates and in American Depositary Shares.


 


5

















 


8.                                       PRE-RELEASE OF RECEIPTS.


 


Unless requested in
writing by the Company to cease doing so, notwithstanding Section 2.03 of
the Deposit Agreement, the Depositary may deliver American Depositary
Shares prior to the receipt of Shares pursuant to Section 2.02 of the
Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05
of the Deposit Agreement, deliver Shares upon the surrender of American
Depositary Shares that have been Pre-Released, whether or not such cancellation
is prior to the termination of such Pre-Release or the Depositary knows that
such American Depositary Shares have been Pre-Released. The Depositary may receive
American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each
Pre-Release will be (a) preceded or accompanied by a written
representation from the person to whom Receipts or Shares are to be delivered
(the “Pre-Releasee”), that such person, or its customer, (i) owns the
Shares or American Depositary Shares to be remitted, as the case may be, (ii) transfers
all beneficial right, title and interest in such Shares or American Depositary
Shares, as the case may be, to the Depositary in its capacity as such and
for the benefit of the Owners, and (iii) will not take any action with
respect to such Shares or American Depositary Shares, as the case may be,
that is inconsistent with the transfer of ownership (including, without the
consent of the Depositary, disposing of Shares or American Depositary Shares,
as the case may be other than in satisfaction of such Pre-Release), (b) at
all times fully collateralized with cash or such other collateral as the
Depositary deems appropriate, (c) terminable by the Depositary on not more
than five (5) Business Days notice, and (d) subject to such further
indemnities and credit regulations as the Depositary deems appropriate. The
number of American Depositary Shares which are outstanding at any time as a
result of Pre-Release will not normally exceed thirty percent (30%) of the
Shares deposited under the Deposit Agreement; provided, however, that the
Depositary reserves the right to change or disregard such limit from time to
time as it deems appropriate, and may, with the prior written consent of the
Company, change such limit for purposes of general application. The Depositary
will also set dollar limits with respect to Pre-Release transactions to be
entered into hereunder with any particular Pre-Releasee on a case-by-case basis
as the Depositary deems appropriate. For purposes of enabling the Depositary to
fulfill its obligations to the Owners under this Deposit Agreement, the
collateral referred to in clause (b) above shall be held by the Depositary
as security for the performance of the Pre-Releasee’s obligations to the
Depositary in connection with a Pre-Release transaction, including the
Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a
Pre-Release transaction, (and shall not, for the avoidance of doubt, constitute
Deposited Securities).


 


The Depositary may retain
for its own account any compensation received by it in connection with the
foregoing.


 


9.                                       TITLE TO RECEIPTS.


 


It is a condition of this
Receipt and every successive Owner and holder of this Receipt by accepting or
holding the same consents and agrees that when properly endorsed or accompanied
by proper instruments of transfer, shall be transferable as


 


6

















 


certificated
registered securities under the laws of New York. American Depositary Shares
not evidenced by Receipts shall be transferable as uncertificated registered
securities under the laws of New York. The Depositary, the Registrar and the
Company notwithstanding any notice to the contrary, may treat the Owner of
American Depositary Shares as the absolute owner thereof for the purpose of
determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit Agreement and for
all other purposes, and neither the Depositary nor the Registrar nor the
Company shall have any obligation or be subject to any liability under the
Deposit Agreement to any Holder of American Depositary Shares unless that Holder
is the Owner of those American Depositary Shares.


 


10.                                 VALIDITY OF RECEIPT.


 


This Receipt shall not be
entitled to any benefits under the Deposit Agreement or be valid or obligatory
for any purpose, unless this Receipt shall have been executed by the Depositary
by the manual signature of a duly authorized signatory of the Depositary; provided,
however that such signature may be a facsimile if a Registrar for
the Receipts shall have been appointed and such Receipts are countersigned by
the manual signature of a duly authorized officer of the Registrar.


 


11.                                 REPORTS; INSPECTION OF TRANSFER BOOKS.


 


The Company is subject to
the periodic reporting requirements of the Securities Exchange Act of 1934 and,
accordingly, files certain reports with the Securities and Exchange Commission.
Such reports and communications will be available for inspection and copying at
the public reference facilities maintained by the Commission located at 100 F
Street, N.E., Washington, D.C. 20549.


 


The Depositary will make
available for inspection by Owners at its Corporate Trust Office any reports,
notices and other communications, received from the Company which are both (a) received
by the Depositary as the holder of the Deposited Securities and (b) made
generally available to the holders of such Deposited Securities by the Company.


 


The Depositary will keep
books, at its Corporate Trust Office, for the registration of American
Depositary Shares and transfers of American Depositary Shares which at all
reasonable times shall be open for inspection by the Owners or the Company, provided
that such inspection shall not be for the purpose of communicating with Owners
in the interest of a business or object other than the business of the Company
or a matter related to the Deposit Agreement or the American Depositary Shares.


 


12.                                 DIVIDENDS AND DISTRIBUTIONS.


 


Whenever the Depositary
receives any cash dividend or other cash distribution on any Deposited
Securities, as promptly as practicable, the Depositary will, if at the time of


 


7

















 


receipt thereof
any amounts received in a foreign currency can in the judgment of the
Depositary be converted on a reasonable basis into United States dollars
transferable to the United States, and subject to the Deposit Agreement,
convert such dividend or distribution into dollars and will distribute the
amount thus received (net of the fees and expenses of the Depositary as
provided in Article 7 hereof and Section 5.09 of the Deposit
Agreement) to the Owners entitled thereto; provided, however,
that in the event that the Company or the Depositary is required to withhold
and does withhold from any cash dividend or other cash distribution in respect
of any Deposited Securities an amount on account of taxes or other governmental
charges, the amount distributed to the Owners of the American Depositary Shares
representing such Deposited Securities shall be reduced accordingly.


 


Subject to the provisions
of Section 4.11 and 5.09 of the Deposit Agreement, whenever the Depositary
receives any distribution on any Deposited Securities other than a distribution
described in Section 4.01, 4.03 or 4.04 of the Deposit Agreement, as
promptly as practicable, the Depositary will cause such distribution received
by it to be distributed to the Owners entitled thereto, in any manner that the
Depositary may deem equitable and practicable for accomplishing such
distribution; provided, however, that if in the reasonable opinion
of the Depositary such distribution cannot be made proportionately among the
Owners of Receipts entitled thereto, or if for any other reason the Depositary
deems such distribution not to be feasible, the Depositary may, after
consulting with the Company to the extent practicable, adopt such method as it may deem
equitable and practicable for the purpose of effecting such distribution,
including, but not limited to, the public or private sale of such distribution,
or any part thereof, and the net proceeds of any such sale (net of the
fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09
of the Deposit Agreement and any taxes or other governmental charges) will be
distributed by the Depositary to the Owners of Receipts entitled thereto all in
the manner and subject to the conditions described in Section 4.01 of the
Deposit Agreement. The Depositary may withhold any distribution of
securities under Section 4.02 of the Deposit Agreement if it has not
received reasonably satisfactory assurances from the Company that the
distribution does not require registration under the Securities Act of 1933. The
Depositary may sell, by public or private sale, any portion of any
distribution that it would otherwise distribute under this Article that is
sufficient to pay its fees and expenses in respect of that distribution.


 


If any distribution
consists of a dividend in, or free distribution of, Shares, the Depositary may deliver
to the Owners entitled thereto, an aggregate number of American Depositary
Shares representing the amount of Shares received as such dividend or free
distribution, subject to the terms and conditions of the Deposit Agreement with
respect to the deposit of Shares and after deduction or upon issuance of
American Depositary Shares, including the withholding of any tax or other
governmental charge as provided in Section 4.11 of the Deposit Agreement
and the payment of the fees and expenses of the Depositary as provided in Article 7
hereof and Section 5.09 of the Deposit Agreement and any taxes or other
governmental charges (and the Depositary may sell, by public or


 


8

















 


private sale, an
amount of such Shares received sufficient to pay its fees and expenses and any
taxes or other governmental charges in respect of that distribution. The
Depositary may withhold any such delivery of American Depositary Shares if
it has not received reasonably satisfactory assurances from the Company that
such distribution does not require registration under the Securities Act of
1933. In lieu of delivering fractional American Depositary Shares in any such
case, the Depositary will sell the amount of Shares represented by the
aggregate of such fractions and distribute the net proceeds, all in the manner
and subject to the conditions described in Section 4.01 of the Deposit
Agreement. No distribution to Owners pursuant to Section 4.03 of the
Deposit Agreement shall be unreasonably delayed by any action of the Depositary.
If additional American Depositary Shares are not so delivered, each American
Depositary Share shall thenceforth also represent the additional Shares
distributed upon the Deposited Securities represented thereby.


 


In the event that the
Depositary determines that any distribution in property (including, without
limitation, Shares and rights to subscribe therefor) is subject to any tax or
other governmental charge which the Depositary is obligated to withhold, the
Depositary may by public or private sale dispose of all or a portion of
such property (including, without limitation, Shares and rights to subscribe
therefor) in such amounts and in such manner as the Depositary deems necessary
and practicable to pay any such taxes or charges, and the Depositary shall make
such distribution after deduction of such taxes or charges to the Owners of
Receipts entitled thereto.


 


13.                                 RIGHTS.


 


In the event that the Company
shall offer or cause to be offered to the holders of any Deposited Securities
any rights to subscribe for additional Shares or any other shares of the
Company or any rights of any other nature, the Depositary shall have discretion
as to the procedure to be followed in making such rights available to any
Owners or in disposing of such rights on behalf of any Owners and making the
net proceeds available to such Owners or, if by the terms of such rights
offering or for any other reason, the Depositary may not either make such
rights available to any Owners or dispose of such rights and make the net
proceeds available to such Owners, then the Depositary shall allow the rights
to lapse. If at the time of the offering of any such rights the Depositary
determines in its discretion that it is lawful and feasible to make such rights
available to all or certain Owners but not to other Owners, the Depositary may distribute
to any Owner to whom it determines the distribution to be lawful and feasible,
in proportion to the number of American Depositary Shares held by such Owner,
warrants or other instruments therefor in such form as it deems
appropriate.


 


In circumstances in which
rights would otherwise not be distributed, if an Owner requests the
distribution of warrants or other instruments in order to exercise the rights
allocable to the American Depositary Shares of such Owner under the Deposit
Agreement, the Depositary will make such rights available to such Owner upon
written


 


9

















 


notice from the
Company to the Depositary that (a) the Company has elected in its sole
discretion to permit such rights to be exercised and (b) such Owner has
executed such documents as the Company has determined in its sole discretion
are reasonably required under applicable law.


 


If the Depositary has
distributed warrants or other instruments for rights relating to Shares to all
or certain Owners, then upon instruction pursuant to such warrants or other
instruments to the Depositary to exercise such rights, upon payment by such
Owner to the Depositary for the account of such Owner of an amount equal to the
purchase price of the Shares to be received upon the exercise of the rights,
and upon payment of the fees and expenses of the Depositary and any other
charges as set forth in such warrants or other instruments, including, without
limitation, any taxes or other governmental charges, the Depositary shall, on
behalf of such Owner, exercise the rights and purchase the Shares, and the
Company shall cause the Shares so purchased to be delivered to the Depositary
on behalf of such Owner. As agent for such Owner, the Depositary will cause the
Shares so purchased to be deposited pursuant to Section 2.02 of the
Deposit Agreement, and shall, pursuant to Section 2.03 of the Deposit
Agreement, deliver American Depositary Shares to such Owner. In the case of a
distribution pursuant to the second paragraph of this Article 13, such
deposit shall be made, and depositary shares shall be delivered, under depositary
arrangements which provide for issuance of depositary shares subject to the
appropriate restrictions on sale, deposit, cancellation, and transfer under
applicable United States laws.


 


If the Depositary
determines in its discretion that it is not lawful and feasible to make the
rights to subscribe for additional Shares or any other shares of the Company or
any rights of any other nature available to all or certain Owners, it may sell
such rights, in proportion to the number of American Depositary Shares held by
the Owners to whom it has determined it may not lawfully or feasibly make
such rights available, and allocate the net proceeds of such sales (net of the
fees and expenses of the Depositary as provided in Section 5.09 of the
Deposit Agreement and all taxes and governmental charges payable in connection
with such rights and subject to the terms and conditions of the Deposit
Agreement) for the account of such Owners otherwise entitled to such rights,
upon an averaged or other practical basis without regard to any distinctions
among such Owners because of exchange restrictions or the date of delivery of
any American Depositary Shares or otherwise.


 


The Depositary will not
offer rights to Owners unless both the rights and the securities to which such
rights relate are either exempt from registration under the Securities Act of
1933 with respect to a distribution to all Owners or are registered under the
provisions of such Act; provided, that nothing in the Deposit Agreement shall
create any obligation on the part of the Company to file a registration
statement with respect to such rights or underlying securities or to endeavor
to have such a registration statement declared effective. If an Owner requests
the distribution of warrants or other instruments, notwithstanding that there
has been no such registration under the Securities Act of 1933,


 


10

















 


the Depositary
shall not effect such distribution unless it has received an opinion from
recognized counsel in the United States for the Company upon which the
Depositary may rely that such distribution to such Owner is exempt from
such registration.


 


The Depositary shall not
be responsible for any failure to determine that it may be lawful or
feasible to make such rights available to Owners in general or any Owner in
particular.


 


Any distribution of net
proceeds to the Owners under Section 4.04 of the Deposit Agreement shall
be made to the Owners entitled thereto in the manner and subject to the
conditions set forth in Section 4.01 of the Deposit Agreement.


 


14.                                 CONVERSION OF FOREIGN CURRENCY.


 


Whenever the Depositary
or the Custodian shall receive foreign currency on any Deposited Securities, by
way of dividends or other distributions or the net proceeds from the sale of
securities, property or rights, and if at the time of the receipt thereof the
foreign currency so received can in the judgment of the Depositary be converted
on a reasonable basis into Dollars and the resulting Dollars transferred to the
United States, as promptly as practicable, the Depositary shall convert or
cause to be converted by sale or in any other manner that it may determine,
such foreign currency into Dollars and transfer them to the United States, and
such Dollars shall be distributed to the Owners entitled thereto or, if the
Depositary shall have distributed any warrants or other instruments which
entitle the holders thereof to such Dollars, then to the holders of such
warrants and/or instruments upon surrender thereof for cancellation. Such
distribution may be made upon an averaged or other practicable basis
without regard to any distinctions among Owners on account of exchange
restrictions, the date of delivery of any American Depositary Shares or
otherwise and shall be net of any expenses of conversion into Dollars incurred
by the Depositary as provided in Section 5.09 of the Deposit Agreement and
any taxes or other governmental charges.


 


If such conversion,
transfer or distribution can be effected only with the approval or license of
any government or agency thereof, the Depositary, as promptly as practicable,
file or cause to be filed, such application for approval or license, if any, as
it may deem desirable.


 


If at any time the
Depositary shall determine that in its judgment any foreign currency received
by the Depositary or the Custodian is not convertible on a reasonable basis
into Dollars transferable to the United States, or if any approval,
authorization or license of any government or agency thereof which is required
for such conversion is denied or in the opinion of the Depositary is not
obtainable, or if any such approval or license is not obtained within a
reasonable period as determined by the Depositary, the Depositary may distribute
the foreign currency (or an appropriate document evidencing the right to
receive such foreign currency) received by the Depositary to, or in its


 


11

















 


discretion may hold
such foreign currency uninvested and without liability for interest thereon for
the respective accounts of, the Owners entitled to receive the same.


 


If any such conversion and
transfer of foreign currency, in whole or in part, cannot be effected for
distribution to some of the Owners entitled thereto, the Depositary may in
its discretion make such conversion and distribution in Dollars to the extent
permissible to the Owners entitled thereto and may distribute the balance
of the foreign currency received by the Depositary to, or hold such balance
uninvested and without liability for interest thereon for the respective
accounts of, the Owners entitled thereto.


 


15.                                 RECORD DATES.


 


Whenever any cash
dividend or other cash distribution shall become payable or any distribution
other than cash shall be made, or whenever rights shall be issued with respect
to the Deposited Securities, or whenever the Depositary shall receive notice of
any meeting of holders of Shares or other Deposited Securities, or whenever for
any reason the Depositary causes a change in the number of Shares that are
represented by each American Depositary Share, or whenever the Depositary shall
find it necessary or convenient, the Depositary shall fix a record date (a) for
the determination of the Owners who shall be (i) entitled to receive such
dividend, distribution or rights or the net proceeds of the sale thereof, (ii) entitled
to give instructions for the exercise of voting rights at any such meeting or (iii) responsible
for any fee assessed by the Depositary pursuant to the Deposit Agreement or any
taxes or other governmental charges, or (b) on or after which each
American Depositary Share will represent the changed number of Shares, subject
to the provisions of the Deposit Agreement.


 


16.                                 VOTING OF DEPOSITED SECURITIES.


 


Upon receipt of notice of
any meeting or solicitation of proxies or consents of holders of Shares or
other Deposited Securities, if requested in writing by the Company, the
Depositary shall, as soon as practicable thereafter, mail to the Owners a
notice, the form of which notice shall be in the sole discretion of the
Depositary, which shall contain (a) such information as is contained in
such notice received by the Depositary from the Company, (b) a statement
that the Owners as of the close of business on a specified record date will be
entitled, subject to any applicable provision of Argentine law and of the
articles of association or similar documents of the Company, to instruct the
Depositary as to the exercise of the voting rights, if any, pertaining to the
amount of Shares or other Deposited Securities represented by their respective
American Depositary Shares and (c) a statement as to the manner in which
such instructions may be given, including an express indication that, if
the Depositary does not receive instructions, it may deem instructions to
have been given under the last sentence of this paragraph to vote the relevant
Shares or other Deposited Securities in favor of the resolutions proposed by
the board of directors of the Company or, in the case of a resolution not
proposed by the board of directors of the Company, in the same manner as the
majority of all other Deposited Securities voted at the meeting in respect of
that


 


12

















 


resolution, and an
indication whether or not each resolution to be voted on has been proposed by
the board of directors of the Company. Upon the written request of an Owner of
American Depositary Shares on the relevant record date, received on or before
the date established by the Depositary for such purpose (the “Instruction Date”),
the Depositary shall endeavor, in so far as practicable, to vote or cause to be
voted the amount of Shares or other Deposited Securities represented by those
American Depositary Shares in accordance with the instructions set forth in
such request, except that the Depositary need not vote or cause to be
voted, whether by following express instructions or otherwise as provided
below, with respect to any Deposited Securities as to any resolution unless the
Depositary has received an opinion of Argentine counsel for the Company that is
satisfactory to the Depositary to the effect that that resolution is not
inconsistent with or contrary to Argentine Law or the articles of association
or any similar document of the Company.  The
Company shall use its reasonable best efforts to obtain an opinion of its
Argentine counsel to the effect specified in the preceding sentence in
connection with all resolutions to be voted on at a shareholders meeting that
it considers to material to the Company or its shareholders. The Depositary
shall not vote or attempt to exercise the right to vote that attaches to
Deposited Securities other than in accordance with instructions received from
Owners or deemed received under the following sentence. If (i) the Company
made a request to the Depositary as contemplated by the first sentence of Section 4.07
of the Deposit Agreement, complied with the second paragraph of that Section 4.07
and (ii) no instructions are received by the Depositary from an Owner with
respect to an amount of Deposited Securities represented by that Owner’s
American Depositary Shares on or before the date established by the Depositary
for that purpose, the Depositary shall deem that Owner to have instructed the
Depositary to vote that amount of Deposited Securities in favor of all
resolutions proposed by the board of directors of the Company or in the case of
a resolution not proposed by the board of directors of the Company, in the same
manner as the majority of all other Deposited Securities voted at the meeting
in respect of that resolution, except that such instruction shall not be
deemed to have been given and the Depositary shall not vote that amount of
Deposited Securities with respect to any matter as to which the Company informs
the Depositary (and the Company agrees to provide that information as promptly
as practicable in writing, if applicable) that (x) the Company does not wish
the Depositary to vote those Deposited Securities, (y) substantial opposition
exists or (z) the matter materially and adversely affects the rights of holders
of Shares.


 


In order to give Owners a
reasonable opportunity to instruct the Depositary as to the exercise of voting
rights relating to Deposited Securities, if the Company will request the
Depositary to act under Section 4.07 of the Deposit Agreement, the Company
shall   give the Depositary (i) notice
of the meeting of holders of Deposited Securities, (ii) details concerning
the matters to be voted and (iii) an indication whether or not each
resolution to voted upon has been proposed by the board of directors of the
Company, in each case not less than 30 days prior to the meeting date.


 


13

















 


There can be no assurance
that Owners generally or any Owner in particular will receive the notice
described in the preceding paragraph sufficiently prior to the instruction
cutoff date to ensure that the Depositary will vote the Shares or Deposited
Securities in accordance with the provisions set forth in the preceding
paragraph. The Company shall have no obligation and shall not be subject to any
liability to any Owner or Beneficial Owner in such case if the Company complied
with the preceding paragraph of Section 4.07 of the Deposit Agreement.


 


17.                                 CHANGES AFFECTING DEPOSITED SECURITIES.


 


Upon any change in
nominal value, change in par value, split-up, consolidation, or any other
reclassification of Deposited Securities, or upon any recapitalization,
reorganization, merger or consolidation, or sale of assets affecting the
Company or to which it is a party, or upon the redemption or cancellation by
the Company of the Deposited Securities, any securities, cash or property which
shall be received by the Depositary or a Custodian in exchange for, in
conversion of, in lieu of or in respect of Deposited Securities shall be
treated as new Deposited Securities under the Deposit Agreement, and American
Depositary Shares shall thenceforth represent, in addition to the existing
Deposited Securities, the right to receive the new Deposited Securities so received,
unless additional Receipts are delivered pursuant to the following sentence. In
any such case the Depositary may, after consultation with the Company, and
shall, if the Company shall so request in writing, deliver additional American
Depositary Shares as in the case of a dividend in Shares, or call for the
surrender of outstanding Receipts to be exchanged for new Receipts specifically
describing such new Deposited Securities.


 


18.                                 LIABILITY OF THE COMPANY AND DEPOSITARY.


 


Neither the Depositary
nor the Company nor any of their respective directors, employees, agents or
affiliates shall incur any liability to any Owner or holder, (i) if by
reason of any provision of any present or future law or regulation of the
United States or any other country, or of any governmental or regulatory
authority, or by reason of any provision, present or future, of the articles of
association of the Company, or by reason of any provision of any securities
issued or distributed by the Company, or any offering or distribution thereof,
or by reason of any act of God or war or terrorism or other circumstances
beyond its control, the Depositary or the Company shall be prevented, delayed
or forbidden from or be subject to any civil or criminal penalty on account of
doing or performing any act or thing which by the terms of the Deposit
Agreement or Deposited Securities it is provided shall be done or performed, (ii) by
reason of any non-performance or delay, caused as aforesaid, in the performance
of any act or thing which by the terms of the Deposit Agreement it is provided
shall or may be done or performed, (iii) by reason of any exercise
of, or failure to exercise, any discretion provided for in the Deposit
Agreement, (iv) for the inability of any Owner or holder to benefit from
any distribution, offering, right or other benefit which is made available to
holders of Deposited Securities but is not, under the terms of the Deposit
Agreement,


 


14

















 


made available to
Owners or holders, or (v) for any special, consequential or punitive
damages for any breach of the terms of the Deposit Agreement. Where, by the
terms of a distribution pursuant to Section 4.01, 4.02 or 4.03 of the
Deposit Agreement, or an offering or distribution pursuant to Section 4.04
of the Deposit Agreement, such distribution or offering may not be made
available to Owners of Receipts, and the Depositary may not dispose of
such distribution or offering on behalf of such Owners and make the net
proceeds available to such Owners, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to lapse. Neither
the Company nor the Depositary assumes any obligation or shall be subject to
any liability under the Deposit Agreement to Owners or holders, except that
they agree to perform their obligations specifically set forth in the
Deposit Agreement without negligence or bad faith. The Depositary shall not be
subject to any liability with respect to the validity or worth of the Deposited
Securities. Neither the Depositary nor the Company nor the Foreign Registrar shall
be under any obligation to appear in, prosecute or defend any action, suit, or
other proceeding in respect of any Deposited Securities or in respect of the
American Depositary Shares, on behalf of any Owner or holder or other person. Neither
the Depositary nor the Company shall be liable for any action or nonaction by
it in reliance upon the advice of or information from legal counsel,
accountants, any person presenting Shares for deposit, any Owner or holder, or
any other person believed by it in good faith to be competent to give such
advice or information. Each of the Depsitary and the Company shall be protected
in acting upon any written notice, request, direction or other document
believed by it to be genuine and to have been signed or presented by the proper
party or parties. The Depositary shall not be responsible for any failure to
carry out any instructions to vote any of the Deposited Securities or for the
manner in which any such vote is cast or the effect of any such vote, provided
that any such action or nonaction is in good faith. The Depositary shall not be
liable for any acts or omissions made by a successor depositary whether in
connection with a previous act or omission of the Depositary or in connection
with a matter arising wholly after the removal or resignation of the
Depositary, provided that in connection with the issue out of which such
potential liability arises, the Depositary performed its obligations without
negligence or bad faith while it acted as Depositary.


 


No disclaimer of
liability under the Securities Act of 1933 is intended by any provision of the
Deposit Agreement.


 


19.                                   RESIGNATION AND REMOVAL OF THE
DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.


 


The Depositary may at
any time resign as Depositary under the Deposit Agreement by written notice of
its election so to do delivered to the Company, such resignation to take effect
upon the earlier of (i) the appointment of a successor depositary and its
acceptance of such appointment as provided in the Deposit Agreement or (ii) termination
by the Depositary pursuant to Section 6.02 of the Deposit Agreement. The
Depositary may at any time be removed by the Company by 90 days prior
written notice


 


15

















 


of such removal,
to become effective upon the later of (i) the 90th day after delivery of
the notice to the Depositary and (ii) the appointment of a successor
depositary and its acceptance of such appointment as provided in the Deposit
Agreement. The Depositary in its discretion may appoint a substitute or
additional custodian or custodians. The Depositary shall notify the Company of
the appointment of the substitute or additional Custodian at least 30 days
prior to the date on which such appointment is to become effective, if
practicable. The Depositary may not appoint as Custodian any institution
that is not qualified under applicable law to act as Custodian.


 


20.                                 AMENDMENT.


 


The form of the
Receipts and any provisions of the Deposit Agreement may at any time and
from time to time be amended by agreement between the Company and the
Depositary without the consent of Owners or holders in any respect which they may deem
necessary or desirable. Any amendment which shall impose or increase any fees
or charges (other than taxes and other governmental charges, registration fees,
cable, telex or facsimile transmission costs, delivery costs or other such
expenses), or which shall otherwise prejudice any substantial existing right of
Owners, shall, however, not become effective as to outstanding American
Depositary Shares until the expiration of thirty days after notice of such
amendment shall have been given to the Owners of outstanding American
Depositary Shares. Every Owner and holder of American Depositary Shares, at the
time any amendment so becomes effective, shall be deemed, by continuing to hold
such American Depositary Shares or any interest therein, to consent and agree
to such amendment and to be bound by the Deposit Agreement as amended thereby.
In no event shall any amendment impair the right of the Owner to surrender
American Depositary Shares and receive therefor the Deposited Securities
represented thereby, except in order to comply with mandatory provisions of
applicable law.


 


21.                                 TERMINATION OF DEPOSIT AGREEMENT.


 


The Company may terminate
the Deposit Agreement by instructing the Depositary to mail notice of
termination to the Owners of all American Depositary Shares then outstanding at
least 60 days prior to the termination date included in such notice. The
Depositary may likewise terminate the Deposit Agreement, if at any time 30
days shall have expired after the Depositary delivered to the Company a written
resignation notice and if a successor depositary shall not have been appointed
and accepted its appointment as provided in the Deposit Agreement; in such case
the Depositary shall mail a notice of termination to the Owners of all American
Depositary Shares then outstanding at least 30 days prior to the termination
date. On and after the date of termination, the Owner of American Depositary
Shares will, upon (a) surrender of such American Depositary Shares, (b) payment
of the fee of the Depositary for the surrender of American Depositary Shares
referred to in Section 2.05, and (c) payment of any applicable taxes
or governmental charges, be entitled to delivery, to him or upon his order, of
the amount of Deposited Securities represented by those American Depositary


 


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Shares. If any
American Depositary Shares shall remain outstanding after the date of
termination, the Depositary thereafter shall discontinue the registration of
transfers of American Depositary Shares, shall suspend the distribution of dividends
to the Owners thereof, and shall not give any further notices or perform any
further acts under the Deposit Agreement, except that the Depositary shall
continue to collect dividends and other distributions pertaining to Deposited
Securities, shall sell rights and other property as provided in the Deposit
Agreement, and shall continue to deliver Deposited Securities, together with
any dividends or other distributions received with respect thereto and the net
proceeds of the sale of any rights or other property, upon surrender of
American Depositary Shares (after deducting, in each case, the fee of the
Depositary for the surrender of American Depositary Shares, any expenses for
the account of the Owner of such American Depositary Shares in accordance with
the terms and conditions of the Deposit Agreement, and any applicable taxes or
governmental charges). At any time after the expiration of four months from the
date of termination, the Depositary may sell the Deposited Securities then
held under the Deposit Agreement and may thereafter hold uninvested the
net proceeds of any such sale, together with any other cash then held by it
thereunder, unsegregated and without liability for interest, for the pro rata
benefit of the Owners of American Depositary Shares that have not theretofore
been surrendered, such Owners thereupon becoming general creditors of the
Depositary with respect to such net proceeds. After making such sale, the
Depositary shall be discharged from all obligations under the Deposit Agreement,
except to account for such net proceeds and other cash (after deducting, in
each case, the fee of the Depositary for the surrender of American Depositary
Shares, any expenses for the account of the Owner of such American Depositary
Shares in accordance with the terms and conditions of the Deposit Agreement,
and any applicable taxes or governmental charges). Upon the termination of the
Deposit Agreement, the Company shall be discharged from all obligations under
the Deposit Agreement except for its obligations to the Depositary with respect
to indemnification, charges, and expenses.


 


22.                                   DTC DIRECT REGISTRATION SYSTEM AND
PROFILE MODIFICATION SYSTEM.


 


(a)                                  Notwithstanding the provisions of Section 2.04
of the Deposit Agreement, the parties acknowledge that the Direct Registration
System (“DRS”) and Profile Modification System (“Profile”) shall apply to
uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC.
DRS is the system administered by DTC pursuant to which the Depositary may register
the ownership of uncertificated American Depositary Shares, which ownership
shall be evidenced by periodic statements issued by the Depositary to the
Owners entitled thereto. Profile is a required feature of DRS which allows a
DTC participant, claiming to act on behalf of an Owner, to direct the
Depositary to register a transfer of those American Depositary Shares to DTC or
its nominee and to deliver those American Depositary Shares to the DTC account
of that DTC participant without receipt by the Depositary of prior
authorization from the Owner to register such transfer.


 


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(b)                                 In connection with and in accordance with
the arrangements and procedures relating to DRS/Profile, the parties understand
that the Depositary will not verify, determine or otherwise ascertain that the
DTC participant which is claiming to be acting on behalf of an Owner in
requesting registration of transfer and delivery described in subsection (a) has
the actual authority to act on behalf of the Owner (notwithstanding any
requirements under the Uniform Commercial Code). For the avoidance of
doubt, the provisions of Sections 5.03 and 5.08 of the Deposit Agreement shall
apply to the matters arising from the use of the DRS. The parties agree
that the Depositary’s reliance on and compliance with instructions received by
the Depositary through the DRS/Profile System and in accordance with the
Deposit Agreement, shall not constitute negligence or bad faith on the part of
the Depositary.


 


22.                                   SUBMISSION TO JURISDICTION; JURY TRIAL
WAIVER; WAIVER OF IMMUNITIES.


 


In the Deposit Agreement,
the Company has (i)   appointed CT
Corporation System, 111 Eighth Avenue, New York, New York  10011, as the Company’s authorized agent upon
which process may be served in any suit or proceeding arising out of or
relating to the Shares or Deposited Securities, the American Depositary Shares,
the Receipts or this Agreement, (ii) consented and submitted to the
jurisdiction of any state or federal court in the State of New York in which
any such suit or proceeding may be instituted, and (iii) agreed that
service of process upon said authorized agent shall be deemed in every respect
effective service of process upon the Company in any such suit or proceeding.


 


EACH PARTY TO THE DEPOSIT
AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING
AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN
DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING
WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).


 


To the extent that the
Company or any of its properties, assets or revenues may have or hereafter
become entitled to, or have attributed to it, any right of immunity, on the
grounds of sovereignty or otherwise, from any legal action, suit or proceeding,
from the giving of any relief in any respect thereof, from setoff or
counterclaim, from the jurisdiction of any court, from service of process, from
attachment upon or prior to judgment, from attachment in aid of execution or
judgment, or other legal process or


 


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proceeding for the
giving of any relief or for the enforcement of any judgment, in any
jurisdiction in which proceedings may at any time be commenced, with
respect to its obligations, liabilities or any other matter under or arising
out of or in connection with the Shares or Deposited Securities, the American
Depositary Shares, the Receipts or the Deposit Agreement, the Company, to the
fullest extent permitted by law, hereby irrevocably and unconditionally waives,
and agrees not to plead or claim, any such immunity and consents to such relief
and enforcement.


 


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