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Energia Argentina Sociedad Anonima Su Creacion - Text Updated From The Norm

Original Language Title: ENERGIA ARGENTINA SOCIEDAD ANONIMA SU CREACION - Texto actualizado de la norma

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image inicio sitio infoleg MInisterio de Justicia y Derechos Humanos
ENERGIA ARGENTINA SOCIEDAD ANONIMA Law 25.943 Believe the aforementioned company, which will aim to carry out by itself, through third parties or associated with third parties, the study, exploration and exploitation of the solid hydrocarbons, liquids and/or gaseous hydrocarbons deposits, the transport, storage, distribution, marketing and industrialization of these products and their direct and indirect distribution of the public service. Energy Argentina S.A. will have the ownership of exploration permits and exploitation concessions on all national maritime areas that are not subject to such permits or concessions and may intervene in the market in order to avoid situations of abuse of dominant position originating in the formation of monopolies or oligopolies. Composition of social capital. Sanctioned: October 20, 2004 promulgated: November 2, 2004

The Senate and Chamber of Deputies of the Argentine Nation assembled in Congress, etc. sanction with force of Law:

ARTICLE 1 Créase ENERGIA ARGENTINA SOCIEDAD ANONIMA under the regime of Chapter II, Section V, of Law 19.550 (T. 1984) and its modifications, and the provisions of this law, which will aim to carry out by itself, through third parties or associated with third parties, the study, exploration and exploitation of the solid hydrocarbons, liquids and gas distributions, In addition, the Society may, through third parties or third parties, generate, transport, distribute and market electricity. The Society may engage in trade activities related to energy goods and develop any of the activities envisaged in its object, both in the country and abroad.

ARTICLE 2 (Article repealed by art. 30 of the Act No. 27.007 B.O. 31/10/2014) (Note Infoleg: for by art. 30 of the Act No. 27.007 B.O. 31/10/2014 All permits for exploration and concessions for the exploitation of hydrocarbons from the offshore areas are reverted and transferred to the Ministry of Energy of the Nation, in respect of which there are no association contracts signed with Energy Argentina Sociedad Anónima within the framework of this law. Except for such reversal of existing exploration permits or concessions of exploitation at the entry into force of the reference rule that have been granted prior to this law)

Article 3 ENERGIA ARGENTINA SOCIEDAD ANONIMA can operate in any segment of the energy value chain in an integrated or independent way through specific business units. In its activity it will promote technological innovation.

ARTICLE 4 ENERGIA ARGENTINA SOCIEDAD ANONIMA can intervene in the market in order to avoid situations of abuse of dominant position originating in the formation of monopolies or oligopolies.

In its performance it will observe the policies of the national State and under no procedure the statutory modifications may leave it in a minority situation.

ARTICLE 5o The Statute of the Society established by Article 1 shall contain the requirements of the Commercial Societies Act, subject to the following guidelines:


(b) The Social Capital will be represented by Actions of National State ownership.

I) Class Actions "A": They will be ordinary, of one (1) vote for action, intransferable, and represent the CINCUENTA AND THREE FOR SCIENTY (53%) of the Societal Capital. It will be required: The vote of all of them in the Assemblies to be settled validly in the following items:

(i) Presentation in competition or bankruptcy;

(ii) Amendment of the Statute and/or increase of capital;

(iii) Early dissolution of society;

(iv) Any corporate act that involves endangering the social heritage and/or prosecuting the main object of this society;

(v) Change of domicile and/or jurisdiction.

II) Actions Classes "B" and "C": They will be ordinary scriptures, with the right to UN (1) vote by Class, they will represent until the DOCE by CENTO (12%) of the Social Capital and will be the holder of the Provincial Jurisdictions that subscribe them.

III) Actions Class "D": The public offer of this kind of Actions is authorized, which represent a total of the TREINTA and CINCO per CIENTO (35%) of the Social Capital. Such actions shall be preferred property, without the right to vote.

The property preference consists in the advance of the refund of its nominal value, in the case of liquidation and in the collection of preferential dividends, consisting of the payment of these pari passu with the ordinary shares, plus a proportion of CINCO FOR CENTO (5%) for each unit.

IV) Actions Class "E": The Society can transform Class "D" Actions into Class "E" Actions. The "E" Class Actions will be ordinary and without the right to vote and public tender.

The Society may issue negotiable obligations. Such obligations may be transformed into "E" Class Actions.

The rights deriving from the ownership of actions by the national State shall be exercised by the Ministry of Federal Planning, Public Investment and Services, or by the official designated by the latter, which must be expressly conferred in the constituent act.

(c) The Directorate and Administration will be in charge of a Directory composed of CINCO (5) Headlines and CINCO (5) alternates, by the Class Actions "A" and DOS (2) Headlines and DOS (2) alternates by the Class Actions "B" and "C", jointly. UNO (1) of the Directors for the Class "A" Actions must possess recognized trajectory in the Capital Market.

(d) The Control Corps will be composed of a Taxation Commission composed of CINCO (5) holders and CINCO (5) alternates elected by the shareholders' assembly.

ARTICLE 6 The Society shall exercise all the powers and shall be subject to the same internal and external controls of the legal persons of its kind, being entitled to enter into agreements with public or private companies, national or foreign to comply with its Social Object. It shall govern for this society the provisions of article 21 of Law 24,624. It shall also be subject to internal and external controls of the national public sector under Act No. 24.156.

ARTICLE 7 ENERGIA ARGENTINA SOCIEDAD ANONIMA will select its staff with a criterion of excellence, being able to convene employees of the National, Provincial or Municipal Public Administrations. In all cases, it will maintain with its staff a private employment link.

ARTICLE 8 ENERGIA ARGENTINA SOCIEDAD ANONIMA can create, manage, maintain, operate, manage and manage an Integrated Hydrocarbon Database, which, once created, will have access to all operators of the hydrocarbon market, in accordance with the regulations that are issued in due course. All information required by the National Executive shall be provided by the concessionaires and permissionaries.

Article 9 Authorize the national executive branch to make the necessary budgetary adjustments to subscribe and integrate the Social Capital.

ARTICLE 10. Within a period of no more than TREINTA (30) days of sanction, the national executive branch shall approve the Social Statute subject to the guidelines provided for in Article 6 and perform all acts necessary for the establishment and operation of the Society, and may expressly delegate this authority to the Ministry of Federal Planning, Public Investment and Services.

ARTICLE 11. Contact the Executive.



EDUARDO O. CHANGE. A. GUINLE. . Eduardo D. Rollano. . Juan Estrada.