Key Benefits:
Bs. As., 8/7/92
I look at the Nros Laws. 23.696 and 23.697; Law No. 24.045 and Decree Nro. 1398/90 declaring SOCIEDAD MIXTA SIDERURGIA ARGENTINA - henceforth SOMISA- "subject to privatization", and the SSP Nro file. 067/92 of the Registry of the Ministry of Defence; and
CONSIDERING:
That in order to comply with the legal provisions that order the privatization of SOMISA, with speed, economy, simplicity and effectiveness in the procedures required by the Nros Laws. 19.549 and 21.686 and article 11 of Decree No. 1105/89, it is appropriate to proceed immediately to convene a Subasta Competition, in accordance with the terms of the Base and Conditions, which will be approved by the Ministry of Defence, and within the principles, alternatives, modalities and procedures established by Law Nro. 23.696, its regulations and this decree.
It is desirable to establish general guiding principles and guidelines for the authorities, officials, and agencies that will have to understand, on the basis of their own competences, in the process of privatization of SOMISA, so that the actions and procedures they dictate are intended to stimulate free and loyal competition in the steel market, avoiding behaviour or practices that are in conformity with that purpose.
That in order to carry out the process of privatization of SOMISA, it is appropriate, from an economic and feasible point of view, to establish a society, which will affect the assets to be transferred to the private sector.
That among the "processive alternatives" provided for in article 15 of Law No. 23,696, the NATIONAL EXECUTIVE PODER is empowered to "constitute societies" (inc. 2) by being able to "transfer ownership, exercise of corporate rights or administration of companies, societies, establishments or declared productive haciendas subject to privatization" (inc. 1).
That both the competition and the tendering or public auction are authorized by article 18 of Act No. 23,696 as appropriate procedures to implement the modalities provided for in Article 17 of the same, to materialize the privatizations, as well as the combination between the two procedures.
That such a combination is appropriate and advisable when the procedure of the public contest will ensure a selection of applicants based on criteria of technical capacity and heritage solvency, while the auction will ensure a bid or competition between the people selected through the contest that will ensure a better economic result.
That the exercise of the powers defined by article 15 of Law No. 23,696, does not exclude the generic from "taking into effect any kind of legal act or procedure necessary or appropriate to meet the objectives of this law" (inc. 13).
That similarly to what was established by Decree Nro. 2778 of 31 December 1990, it is essential to grant the company, whose creation is provided for by this act, an essentially private legal regime, especially for its management to enjoy the necessary business autonomy, so that its privatization process is viable.
At the same time, the new entity should be granted a contracting regime which is governed entirely by private law and should dissociate it from any limitations provided for in administrative legislation.
In addition, it is essential to define the legal regime of the society whose constitution is available in this act, until the actual delivery of the share capital to the awardees. A matter of significance when it is noted that the application of the private right to the new entity will not prevent the fact that, in exceptional cases and in a supplementary manner, it must be resorted to in the principles of public law, as the State ownership that initially characterizes the heritage of the society that is created.
It is necessary to determine the mechanisms for the formation of the assets of the entity to be privatized, allowing to incorporate into the new society, assets and liabilities that promote greater transparency in its economic-financial assessment, and to ensure, as a Business Unit, the viability of the new company.
That in the form of the new society, which will be the holder of the Business Unit that will be constituted by transfer or transfer of SOMISA assets and liabilities, and in reorganizing the latter ' s assets, the rights and legitimate interests of third parties, whether they, creditors or non-State shareholders, have been safeguarded.
In this order of ideas, the inapplicability in the species of the provisions of Law No. 11.867 and articles 225-229 of the Labour Contract regime approved by Law No. 20.744 (t.o.1976) is ratified.
Article 15, paragraph 12, of Act No. 23,696 expressly empowers the NATIONAL EXECUTIVE POWER "to assume the total or partial liability of the company to privatize in order to facilitate or improve the conditions of recruitment", it should be understood that this authority entails, implicitly, the authority to document the debt assumed in titles under the NATIONAL STATE.
That in order to achieve the objectives pursued by Act No. 24,045, in addition to the directive of article 44 of Act No. 23,697, and in the use of the above-mentioned powers, it is necessary to ensure to the entity that it is established, the possibility of negotiating working conditions in line with the new situation and to allow it to be effectively developed in the market, where the subsistence of the source of work will also be preserved.
For the purposes indicated above, a number of provisions must be adopted on an exceptional basis, which provide for a review of existing labour modalities, in addition to the prevention of some possible non-desirable derivations of the privatization process, such as disputes and issues of various kinds, which necessitates a clear demarcation of potential responsibilities in relation to certain relevant liabilities.
On the occasion of previous privatizations in the field of labour law and social security, similar powers were already resorted to.
It is also desirable to establish a reasonable period of time to allow the new company to conform to the provisions governing the safety and occupational hygiene of the establishment.
The Ministry of the Economy and Public Works and Services and the Ministry of Labour and Social Security, on the issue of this decree for the purposes provided for in the existing rules, and that such intervention should be regarded as having satisfied the directives established by the Art. 19 of Law No. 23696 and its Rule Decree No. 1105/89, with regard to the consultation of the first of the ministries mentioned above, with respect to the guidelines for the taxation provided for by Art. 14 of this decree.
That for such purposes, it is considered appropriate to establish, in relation to precited legal situations, an extinct final time, which will allow to clear any uncertainty that might hinder the interest of local and international officials, to which end the above-mentioned company has provided its express conformity.
It is appropriate for the NATIONAL EXECUTIVE PODER to exercise in all the extent permitted by the legislation in force, the powers of tax exemption conferred upon it in respect of acts or acts which are the consequence of this decree, whenever and to the extent that the taxes, which on the basis of such acts or acts, would be collected by the State on assets whose title is the NATIONAL STATE itself.
Taking into account the financial economic situation of SOMISA and its effects on NATIONAL TESORO, the expected evolution of the national and international steel market and the purposes and purposes set out in Act No. 24,045, in order to transfer to private initiative and responsibility the steel company currently constituted by SOMISA, it is imperative and urgent to take the measures provided for in this Decree.
That our Supreme Court of Justice of the Nation has pointed out .in re. "SOENGAS, Héctor y otros c/Empresa Ferrocarriles Argentinos" of August 7, 1990, that in situations of social or economic emergency, the power to rule personal rights can be more energetic than in periods of sosiego and normality principle that must be applied in the present.
That, insofar as it is required to found the provisions of this Decree, the NATIONAL EXECUTIVE PODER is obliged to assume and exercise legislative powers that both the jurisprudence of the Supreme Court of Justice of the Nation (Fallos, 11:405 and 23:257) as the most qualified constitutional doctrine (Conf. González, Joaquín, "Manual de Derecho Constitucional", 1980, p. 538 and Bielsa, Rafael, "Administrative Law", 1954, T. 1, p. 309) have recognized him when they mediate, as in the present case, events, or circumstances which, by their urgency, emergency or exceptionality, render indispensable the exercise by this NATIONAL EXECUTIVE PODER of the above powers.
That this Decree is issued in exercise of the powers granted by article 86 (1) and (2) of the National Constitution, article 3 of Act No. 19.549, and by articles 7, 11, 12, 15, 17, 18 and concordants of Act No. 23,696 and article 44 of Law No. 23.697.
Therefore,
THE PRESIDENT OF THE ARGENTINA NATION
RIGHT:
Article 1 Artículo Call Contest-Subasta Público Nacional e Internacional, based, for the transfer of the majority shareholder shareholder of the company ACEROS PARANA S.A., which is created by Article 4 of this Decree, and for the sale of a naval plate lamination train, in order to comply with the provisions of Law Nro. 24.045 and Decree No. 1398/90, concerning SOCIEDAD MIXTA SIDERURGIA ARGENTINA (SOMISA). Art. 2° . The Public Sub-Assist Competition called by this Decree, the Bases and Conditions, any other stage or action within the Sub-Assist Contest, as well as any action to be taken in the future to ensure or facilitate the privatization of SOMISA, and the future regulation of the steel market, shall be in accordance with the following criteria and guidelines, without prejudice and in addition to those established by the Nros laws. 23,696 and 24.045 and Nros Decrees. 1105/89 and 1398/90 and complementary standards:(a) To respect, deepen and continue, without setbacks or exceptions, policies and measures already adopted in relation to the steel sector in matters such as reducing tariff or non-tariff barriers, reducing or eliminating domestic or regional tax incentives and progressive lifting of import restrictions;
(b) Encourage the integration of the steel market within the framework of Mercosur;
(c) To discourage and prevent the abuse of dominant positions in the National Market or resulting from monopoly structures in the territorial area of Mercosur.
Art. 3° . The MINISTERIO DEFENSA will approve the basics and conditions that will govern the National and International Subasta Contest for the transfer of the majority shareholder share of ACEROS PARANA SOCIEDAD ANONIMA and the sale of the Naval Chapa Lamination Train. These Guidelines of Bases and Conditions shall be made in accordance with article 18 (d) of Decree No. 1105/89 and the provisions of this Decree.The Base Price will be expressed in STATUS DOLARES and will be approved by Circular by the MINISTERIO DEFENSA, which will be part of the Pledges and will be communicated to those who have expressed their willingness to participate in the Subasta Contest, having been qualified for it.
The Price offered, for the actions object of the Subasta Contest must be higher than the Base Price and must be broken down as follows when making the offers:
(a) an amount of STATEUMBER DOLARES to be paid in cash and cash on the day of the Possession Take.
(b) an amount of STATE-UNITED DOLARES that will be paid in two equal and consecutive instalments with maturity to the NOVENTA (90) and SCIENTA (180) days of the Possession Take, with more interest on the balances due. These obligations will be documented by paying to the order of the BANCO of the ARGENTINA NATION that will be delivered on the day of the Possession Take,
(c) the surplus on the base price of the amounts specified in subparagraphs (a) and (b) shall be paid in Titles of the Argentine Public Debt, for the nominal value of the same, in the conditions determined by the MINISTERY of ECONOMY and ARTWORKS AND PUBLIC SERVICES OF THE NATION. The delivery of these titles will take place on the Day of the Possession Take.
The obligation to pay the price of the awardee of the Sub-Assist Contest convened by this Decree shall be fulfilled as follows:
(1) the cash component of the price offered shall be paid to the BANCO OF THE ARGENTINA NATION, who shall act to that effect by account and order of the DEFENSA MINISTERY by deposit in the account provided for in Article 2 of Law 24.045, both for the assumption of inc. a) and of the preceding inc. b.
(2) the component of the price constituted by titles of the Public Debt shall be delivered to the BANCO of the ARGENTINA NATION which, to this end, shall also act on account and order of the DEFENSA MINISTERY.
Payment of any of the components of the price offered indicated in the preceding paragraphs of this article shall not be conditioned in whole or in part to the existence, number, quality, condition, status or value of all or any of the elements or components of the mass of goods, d rights and obligations that make up the Business Unit to transfer or to the quality, condition or value of the fixed assets that are actually transferred to ACEROS PARANA SOCIED AN
The amounts paid in cash as well as the value of the Titles handed over to the ARGENTINA NATION BANK under the preceding paragraph shall be credited and debited in favour of the ARGENTINA NATION BANK in the account provided for in Article 2 of Law 24.045 and shall be charged as cancellation of debts owed by the DEFENSA MINISTERIO with advance of the Bank For the purposes of this paragraph, the value of the titles shall be computed at market prices at the time of the appropriate credits and debits.
The amounts that the ARGENTINA NATION BANCO receives for the application of the provisions of this paragraph in excess of the debts owed by the DEFENSA MINISTERY for the benefit of SOCIEDAD MIXTA SIDERURGICA ARGENTINA, will be applied to the payment to the National Treasure of the Bonuses and other means of cancellation of debts that it issues, and that it uses, SOCIODX If a remnant exists, it must be returned to the DEFENSA MINISTERY with charge to the account provided for in Article 2 of Law 24.045.
(Article replaced by Article 3 of the Decree No. 1923/1992 B.O. 23/10/1992) Art. 4° . Dispose the creation of an anonymous company, under the name of ACEROS PARANA S.A., and approve as its Statute, which is added as Annex I to this decree. Art. 5° . ACEROS PARANA S.A. shall be governed by Chapter I on General Provisions and Chapter II, Section V, Articles 163 to 307 and in accordance with Law No. 19.550 (T. 1984). The initial social capital shall be the minimum established by the General INSPECTION OF JUSTICE OF NATION, and shall be subscribed and integrated in its entirety by the NATIONAL STATE (MINISTERY OF DEFENSA) and by SOMISA, in the proportion established by the DEFENSA MINISTERY. The initial capital will be represented by scriptural actions distributed in two classes.The actions called "class B" and/or any other kind and species that have acquired or acquired the company's staff, up to twenty percent (20%) of the social capital, under the regime of ownership that is part of Law 23,696. It will be considered staff of the company in a position to access the participating property programme, any worker who worked in connection with SOMISA, as at 23 July 1990. (Paragraph replaced by art. 1 of the Act No. 26.572 B.O. 15/12/2009 Watch: from the day of its publication in the Official Gazette)
The actions of the class that the Statute approved by this decree will call "Clase A", will be subject to the procedures of disposal indicated in article 1 of this decree, except for a percentage of such class that will not exceed 0.02% of the social capital of ACEROS PARANA S.A., that the initial subscribers will retain in order to satisfy possible rights of participation in the capital of ACEROS PARANA
Art. 6° 6 Ordenase a la ESCRIBANIA GENERAL DEL GOVERNMENT OF NATION, the protocolization of the constitutive record and the status of ACEROS PARANA S.A., as well as any action that is necessary to elevate to public writing, without implying any erogation. Please refer to the Minister of Defence and the INTERVENTOR IN SOMISA, and/or the officials they designate, to sign the corresponding public deeds and to subscribe and integrate the initial capital on behalf of the organs and entities they represent, with the powers to carry out all those acts that are necessary for the constitution of ACEROS PARANA S.A. . Art. 7° 7 Please refer to the registration of the Constitution of ACEROS PARANA S.A., the General INSPECTION OF JUSTICE and other relevant Public Records, for the purpose of which the publication of this act in the Official Gazette will be considered as satisfying, also, the advertising provided for in article 10 of Law No. 19.550 (t. 1984). The INTERVENTOR at SOMISA and/or the person designated by it are empowered to carry out the enrollment proceedings. Art. 8° Authorize the MINISTERIO DEFENSA to modify the statute of ACEROS PARANA S.A. approved by this decree, to adapt it to the needs of the privatization process. Send to the General INSPECTION OF JUSTICE the registration and registration of these modifications. The INTERVENTOR at SOMISA, or the latter, will be authorized to protocolize and register such reforms. The powers agreed by this decree may be exercised until the delivery of the package of actions of ACEROS PARANA S.A., to whom it is awarded. Art. 9° 9 The legal relations of any kind with third parties which ACEROS PARANA S.A. shall hold from the time of its constitution, or from which it becomes the holder by effect or consequence of the provisions of this decree, shall be governed entirely and exclusively by private law, and by those rules that result from application to commercial companies without State participation in analogous situations, excluding any rule of administrative law, or prerogative of public law. Art. 10. From the creation of ACEROS PARANA S.A. and until the time when, on the occasion of the transfer of the actions of ACEROS PARANA S.A. the private sector, the new directors and administrators of that society are appointed, the administration and control regime of ACEROS PARANA S.A. will be as follows:(a) The administration of ACEROS PARANA S.A. will be in charge of a Board composed of two members. The president of that society will be the intervener in SOMISA. The remaining member of the Board shall be appointed by the Ministry of Defence. Both Directors shall not be reached by the inability provided for in article 264 (4) of Law No. 19.550 (t. 1984) for the performance of the above-mentioned charges.
(b) ACEROS PARANA S.A. will be appointed by the General SINDICATURA of PUBLIC COMPANIES and will hold their posts until the same time as the administrators appointed under the previous section. These syndicates shall have the powers and duties prescribed by the provisions of Act No. 19.550 (t. 1984), excluding any administrative norm governing the powers of control of the General SINDICATURA of PUBLIC COMPANIES.
Until their actions are transferred to the private sector, ACEROS PARANA S.A. cannot be declared bankrupt. For the same period, it will also apply to ACEROS PARANA S.A. Act No. 19,983.
Art. 11. The monetary debts or obligations of SOMISA, contractual or extracontractual, principal or accessory, which have origin, title or cause in events or acts that occurred prior to 1 January 1992, whether pure or conditional, whatever the time of its maturity or enforceability, and any regulatory legal rules thereof are subject to the following rules:(a) The debts reached by the provisions of Act No. 23,982 shall be satisfied in the conditions and times established in that legal body and its regulatory decrees;
(b) The debts reached by Decree No. 211/92 shall be paid by means of the titles created by articles 2 and 3 of the decree, as appropriate.
(c) The debts to legal persons of a public nature and to the persons referred to in article 1 of Act No. 23,696 are referred by this act.
No debt that by its characteristics, elements, or nature is excluded from the categories defined in the (a) and (b) above mentioned may be or understand to have been transferred to, or assumed, by ACEROS PARANA S.A., through the acts and procedures provided for in this article and in article 13 of this decree as part of the business unit referred to in article 13. (Conjunction "and" incorporated after the words "...through the acts and procedures provided for in this article..." and before the words "...in article 13 of this decree..." by art. 2nd Decree No. 1652/1992 B.O. 11/09/1992)
Please note that, in no case, the above provisions may be interpreted with the scope of acknowledging ACEROS PARANA S.A. and/or the awardee of the Subasta contest convened by this decree, solidarity or liability as a co-ponder, a simple trustee, or a guarantor, regarding the debts and obligations referred to above.
The authorities or agencies that conduct the Competition-Subasta are empowered to include in the Business Unit, which is to be transferred from SOMISA to ACEROS PARANA S.A., in accordance with the procedure, that to that end establishes the Pliego of Bases and Conditions, debts or monetary obligations of SOMISA originated in, caused by, or titled due to, facts or acts occurred on January 1992, or after January 1, 1992.
The transfer or assignment of the debts referred to in the preceding paragraph shall be considered as a singular succession by substitution of the debtor in the obligations in question, and therefore SOMISA, entirely disobedient in that regard.
Please note that the debts incurred by the DEFENSA MINISTERY with the ARGENTINA NATION BANK for the benefit or benefit of SOMISA are not met by any of the provisions of this article.
The clauses of the agreements, acts or agreements entered into between public legal persons under which prerogatives, privileges or rights of dominion of any nature or extension or rights of guarantee on the actions or representative titles of the capital, of the anonymous company created by this decree and regimes of vehement or control over the same aliens or other than those stipulated by Law No. 19.550 and by this Decree are without effect.
None of the provisions of this article shall apply to SOMISA debts or obligations governed by labour and social security law, which shall be subject to the provisions of the following article.
Art.12 .12 The staff serving in SOMISA at the date of this decree, and whose employment contracts are in force at the date of the decree that approves the award, shall enter into service in ACEROS PARANA S.A., on the basis of the inauguration by the awardee of the Competition or Subasta, subject to the working conditions resulting from this decree and the solicitation documents that the ENSISTERIO DEF approves. Staff who agree to enter such conditions, ACEROS PARANA S.A. will recognize the age, the specialization, the functions effectively performed and the remuneration corresponding to them.From the date of the decree approving the award, the NATIONAL STATE, through the Ministry of Defence, will take full account of those obligations whose causes originate prior to privatization, including labour and forecasting, even if they are externalized after it.
At the time of the effective award SOMISA must comply with the provisions of article 44, paragraph 2, of Decree No. 105/89.
In the claims relating to wages, contributions and contributions of social, trade union or any other kind, which are referred to the month in which the Possession Take is met, ACEROS PARANA S.A. will only respond proportionally to the work time effectively rendered to his orders.
Any credit and its accessories that according to the terms of this article should be satisfied by SOMISA and that, however, ACEROS PARANA S.A. is constrained to pay by virtue of a final court ruling, will be canceled in its case by means of the public titles specified in article 11 of this decree, for which purpose the NATIONAL STATE, through the DEFENSA MINISTERIO, will provide the same. As a condition for the application of this regime, and in the event of claims made to ACEROS PARANA S.A., the awarde shall require the summons of SOMISA to become a party to the proceedings and assumes its responsibility.
The debts that, in accordance with the criteria established by this article, were solely in charge of SOMISA and, eventually, of the NATIONAL STATE, and which were of cause or title prior to 1 April 1991, may only be cancelled, through the Consolidation Bonus created by Act No. 23,982 or through the Treasury Bonuses provided for in Article 3 of Decree No. 211/92, as appropriate.
Within one hundred and twenty (120) days of the date of the decree approved by the Agreement on Transfer to the Award of ACEROS PARANA S.A., the Collective Labour Agreements applicable to the company shall be negotiated. To this end, within the first ten (10) days, the Ministry of Labour and Security SOCIAL shall convene the representation of ACEROS PARANA S.A., and the union associations representing the staff, to negotiate in accordance with the current regulations.
With regard to the records, agreements, normative acts or modalities in force for SOMISA personnel, which contract or are different from the general working conditions, wages, categorizations and other labour regulations provided for in the Nros collective agreements. 260/75 and 118/75, empower the Ministry of Labour and Social Security and Intervention in SOMISA to resort to the procedure and exercise the powers under Chapter IV of Decree 1757/90 (arts. 64-70), provisions which, for the purposes indicated and for their proper application to the present case, are reproduced and expressly declared in force. (Paragraph incorporated by art. 1 of the Decree No. 1648/1992 B.O. 10/09/1992)
Art. 13 The INTERVENTOR at SOMISA will proceed to determine the assets and legal relationships of any kind of which SOMISA is the holder and/or active or passive part that are to be transferred to ACEROS PARANA S.A. The enumeration and identification of goods or entities and legal relations, under the name of Business Unit, in the Bases and Conditions, and during the period of access to the information provided by the Postulants, will be held by undue, final and binding will for SOMISA to execute transfers of goods and legal relations for ACEROS PARANA S.A.The legal acts for which the effective transfer of the capital of ACEROS PARANA S.A is carried out. to the private sector, at the end of the privatization process provided for in Act No. 23,696, they shall contain adequate provisions for the purpose of operating, at the very moment of the transfer of capital to the grantor, the assignment to ACEROS PARANA S.A. of the goods and legal relations constitutive of the Business Unit, except in those cases, in which by general legislation, acts, facts, records or notifications are required by SOMISA, which will be executed by this company, immediately after the transfer of the capital of ACEROS PARANA S.A. to the private sector.
Grant Parana S.A. by NOVENTA and NEW (99) years in exclusive title the use of the mineral and commercial springs of the port called "Puerto Ingeniero Buitrago".
Without prejudice to the above, authorize SOMISA to yield to ACEROS PARANA S.A. the rights, obligations and titles of any kind that currently correspond to the port.
The NATIONAL EXECUTIVE POWER shall arbitrate the means authorized by the legislation in the field of ports, in order to assure ACEROS PARANA S.A. the widest, longest and, in the event of allowing such legislation the constitution and operation of private ports, exclusive use and enjoyment of the aforementioned port.
All transfers by this decree are not reached by the provisions of Act No. 11.867.
Art. 14 The taxation provided for in article 19 of Act No. 23.696 and Decree No. 1105/89 shall be referred to the Business Unit, resulting from the identification of assets, liabilities and legal relations provided for in the previous article of this Decree. For the purpose of the realization of the said taxation, the current value of the projection of income and income of the Business Unit will be adopted as a guideline. Art. 15 Ask the INTERVENTOR at SOMISA to convene the Extraordinary Assembly in order that such a society should take account of the provisions of this decree. Art. 16 Determine the payment of the Seas Tax, in the terms of Article 59 of the Seas Tax Act (t. 1986) and its modifications, to the instruments to be granted for the formalization or as a direct or indirect consequence of the corporate constitution of ACEROS PARANA S.A., its initial capitalization and that which occurs as a result of the transfers to which it refers the goods, credits, debts or legal relations constituting the Business Unit. Without prejudice to the foregoing, please also exclude SOMISA from the payment of any tax, fee or contribution that is a direct or indirect consequence of the transfer of the business unit, or of the components thereof, or of the referral or assumption of liabilities ordered by this Decree.The General ESCRIBANIA of the GOVERNMENT of the NATION shall provide its contest without charge, for the conduct of all acts or notary actions that are necessary, to implement the transfers provided for in article 13 of this decree.
Art. 17 Please note the HONORABLE CONGRESS OF NATION and report to the BICAMERAL COMMISSION established pursuant to article 14 of Act No. 23696, for the purposes provided for in that Act. Art. 18 Contact, post, give to the National Directorate of the Official Register and archvese. . MENEM. . Antonio E. González. . Domingo F. Cavallo. Rodolfo A. Diaz. (Note Infoleg: by art. 1st Decree No. 1652/1992 B.O. 11/09/1992 is replaced by the name of the anonymous company created by this Decree, "NEW SIDERURGIA S.A.", by the name "ACEROS PARANA S.A.")Annex I
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PART I
Name, Domicile and Society Duration
Article 1: Under the denomination of "Paranah Approaches" Anonymous Society, a Society is constituted, in accordance with the regime established by Law No. 19.550, Chapter I and Chapter II, Section V, Articles 163 to 307.
Article 2: The lawful domicile of the Society is established in the City of Buenos Aires.
Article 3: The duration of the Society shall be 99 years, counted since the promulgation of the decree establishing it.
PART II
From Social Object
Article 4: The object of the company Aceros Paraná S.A. will consist of the production and/or sale of arrabio and steel of all kinds, being able to produce and/or sell any product or byproducts characteristic of the steel industry, related or required by it.
The Society may, for this purpose, carry out all those complementary and subsidiary activities that are linked to its social object, thus having full capacity to acquire rights and to enter into obligations and to exercise all acts that are not prohibited by law or by these statutes.
Part III
From the Social Capital
Article 5: The social capital of Aceros Paraná S.A. is fixed in the sum of Weights twelve thousand ($ 12,000.-) being fully represented by twelve thousand deeds. Each action entitled to one vote. The shares will be distributed in two classes, one of which will be called Class A, will comprise 80% of the social capital. The remaining shares that correspond to 20% of the capital will integrate Class B. The issuance, subscription, integration, rights, obligations and any other characteristics of Class B ' s actions shall be governed by the provisions of Chapter III of Law No. 23,696 and the other rules which are determined accordingly, which shall prevail over any provision to the contrary, which may contain these statutes. Only natural persons in relation to dependence with ACEROS PARANA S.A. may be holders of Class B actions or become holders of such actions by exercising the right of preferential subscription or any other cause.
Article 6: The capital increases available to the Society shall respect the proportion between the two classes of actions set out in Article 5 of this Statute. In any increase in capital the value of integration of the actions to issue whatever Class may not be less than the heritage value according to the last approved balance of society. The difference between heritage value and nominal value should be integrated as a emission premium in accordance with the provisions of article 202, the last paragraph of Act No. 19.550. The shareholders of each Class shall have the preferential right to the subscription of the new shares of their Class that are issued. The shareholders of Class "B" shall enjoy a period of 24 months to exercise the right of preferential subscription and to integrate the actions they subscribe. For the purposes of the exercise of the right of preferential subscription, the Society shall notify in writing all shareholders in the domiciles that they have registered with the Society, the call to subscription, indicating in such notification, if the publications set out in article 194 of Law No. 19.550 have already been carried out. The 30-day period provided for in this article for the exercise of the right of preference shall be governed only by the shareholders of Class A. The deadlines for the exercise of the right of preferential subscription shall begin to run the day following that of the last publication provided for in article 194 of Law No. 19.550, or the day after the notification made by the Society, which is later. The remaining shareholders of the Class may exercise the right to increase in respect of the unsubscribed shares of their Class, in proportion to their holdings of shares of that Class, for a period of 15 days from the expiration of the deadlines set for the exercise of preferential rights. The holders of actions of a Class shall not be obliged to contribute to the payment of, or to finance, the integration of the actions eventually subscribed by the holders of the other Class.
Article 7: The actions are indivisible. Where co-ownership exists, representation for the exercise of rights and the fulfilment of obligations must be unified.
Article 8: In the event of a delay in the integration of the actions, the Society may take any of the measures authorized for that assumption by article 193 of Act No. 19.550.
PART IV
Corporate Assemblies
Article 9: To take part in the Assemblies, shareholders are required to comply with Article 238 of Law No. 19.550.
Article 10: Any shareholder may be represented in the Assemblies by a single president, whether he or she is a member or not of ACEROS PARANA S.A.
Article 11: The Ordinary Assemblies shall be deemed constituted with the presence of shareholders representing the majority of shares entitled to vote.
In the second convocation, the Ordinary Assembly shall be deemed constituted whatever number of actions entitled to present votes.
In both cases, the resolutions shall be adopted by an absolute majority of votes present that may be issued in the respective decision.
Article 12. The Extraordinary Assemblies shall be considered constituted with the presence of shareholders representing 75% of the shares entitled to vote.
In the second call, the Extraordinary Assemblies will be considered constituted with the participation of shareholders representing 50% of the shares entitled to vote.
Resolutions in both cases will be made by an absolute majority of votes present that can be issued in the respective decision.
Pursuant to article 237 of Law No. 19.550, the first and second convocation of the Assemblies can be carried out simultaneously.
Article 13: When the Assembly may adopt resolutions affecting the rights of a Class of Action, the consent of this Class of Action shall be required, which shall be provided in the Special Assembly.
PART V
From Society Directory
Article 14: The management and administration of the Society shall be in charge of a Directory, whose number of Directors shall be determined by the Assembly between a minimum of three (3) and a maximum of seven (7). The Directors shall be appointed by the Assembly for one (1) year, and may be re-elected indefinitely.
The same number of alternate directors may be appointed to fill the vacancies of the holders in the event of absence, resignation, leave, disability, inability or death.
Within the number of directors designated by the Assembly, Class B shareholders shall have the right to appoint a principal and other alternate, to be held in the Special Assembly during the session of the Ordinary Assembly to which the Director ' s election is appropriate.
In guarantee of the proper performance of their functions, the directors will deposit in the Society Fund, the sum of Weights thousand ($ 1,000.-) in cash or in securities. This amount may be modified in the terms and conditions set by the Assembly.
Article 15: The Board shall session with the presence of the absolute majority of the members who make it, and shall take resolutions by a majority of votes present. The President, or who replaces him, shall, in all cases, have the right to vote and double vote in the event of a tie.
Article 16: The Board shall meet at least once every three months.
Board meetings should be convened in writing and notified to the address reported by the director, with indication of the day, time and place of celebration, and include the topics to be dealt with. Issues not included in the call may be discussed, if the presence of the totality and unanimous vote of the headlines is verified.
Article 17: At its first meeting, after the Assembly held that renews the members of the Board, the Board shall appoint, among its members, a president and a vice president.
Article 18: The Vice-President shall replace the President in the event of resignation, death, inability, inability, inability, removal, and the Board shall designate a new president within 10 days of the cow.
Article 19: The Board has all the powers to administer and dispose of goods, even those for which the law requires special powers, being entitled to:
(a) To exercise the legal representation of the Society through the President or Vice-President, if any, without prejudice to the general and special mandates granted, by which such representation may be exercised by third parties, if so provided by the Directory:
(b) to confer special powers ;including those listed in article 1881 of the Civil Code generales or general, as well as to criminally complain and revoke them when they believe it necessary;
(c) operate with all types of banks, financial companies or private or official credit institutions.
(d) To create branches, agencies, factories or farms within the territory of the Republic or abroad, and may assign them specific capital; to appoint the general and departmental managers and other employees of the Society, setting their terms of reference and remuneration, and to suspend or remove them and to establish, where appropriate, the guarantees to be provided;
(e) To buy, sell, assign donate, exchange and give in asdato any kind of movable property and real property commercial and industrial establishments; to collect, perceive, remove, remit, compensate, grant waits, novar, transigite in all that is due to the Society for any cause, origin or negotiation, and to make all kinds of payments, agreements and arrangements; to issue, rotate, accept, enforce, to intervene, to pay, to pay,
(f) Judicially or extrajudicially transfer all kinds of issues, engage in arbitrators or friendly commissars, promote and respond to all kinds of judicial and administrative actions and assume the role of a criminal or correctional complaint, grant all kinds of bails and extend jurisdictions within or outside the country, waive the right to appeal or to acquired requirements, absolve or place positions on trial, make novations, and grant reliefs;
(g) administer the business and property of the Society with the most absolute extent;
(h) To carry out with the signatures of the President or of those who replace him, all acts, contracts, documents and public or private instruments aimed at creating, modifying, transferring, conserving or annihilating rights between the Society and third parties.
The enumeration of the above subparagraphs does not limit the powers of the Directory, which may perform all acts that are not prohibited by law or by these statutes, or do not require the prior conformity of the General Assembly of Shareholders.
Article 20: The remuneration of the members of the Board shall be determined by the Assembly, having to conform to the provisions of article 261 of Law No. 19.550.
PART VI:
Law on the Control of the Society
Article 21: The control of the Society shall be exercised by a Fiscalizing Commission consisting of three subsidiaries and three subsidiaries.
The Trustees shall be appointed by the Assembly for the period of one (1) exercise and shall have the powers set forth in Act No. 19.550 and in the existing legal provisions.
The Prosecutor ' s Commission may be convened by any of the trustees, session with the presence of two of its members and adopt resolutions by majority. The dissident syndicate shall have the rights, powers and duties set out in Act No. 19550.
The rewards of the Synods will be fixed by the shareholders' assembly.
PART VII
From the Balances and Accounts of the Society
Article 22:The social exercise shall begin on 1 July of each year and shall end on 30 June, to which date the inventory, the General Balance and the Account of Gains and Losses shall be made, in accordance with the legal provisions in force and technical regulations in the matter.
The Assembly may modify the closing date of the exercise by enrolling the relevant resolution in the Public Register of Commerce and communicating it to the control authorities.
Article 23: Liquid and realized utilities shall be distributed as follows:
(a) 5 per cent to 20 per cent of the subscribed capital for the legal reserve fund;
(b) Remuneration of the Board and, where appropriate, a Trade Union;
(c) the balance, in whole or in part, to dividends of ordinary actions, or in fund of optional reserve or foresight, to a new account or to the destination determined by the Assembly.
The dividends must be paid in proportion to the respective integrations, within the year the distribution was resolved.
PART VIII
Liquidation of the Society
Article 24: The dissolution and liquidation of the Society, originated in any case, shall be governed by Chapter I, Sections XII and XIII, Articles 89 to 112 of Law No. 19.550.
Article 25: The resolution of the Extraordinary Assembly that decided the dissolution of the Society shall be subject to the condition that the shareholders of Class B do not choose to acquire within 30 days from the date of the resolution of dissolution all the actions of Class A that favored the resolution that provided for the dissolution of the Society. For the purposes of this article, it will be understood that shareholders who voted favorably for the dissolution of the Society grant, for the very fact of the vote, an option to sell their holdings in favor of the shareholders of Class B for the period of 30 days run counted from the day after the resolution of the dissolution. The price of the actions on which the option relapses will be the value resulting from the books of society according to the approved balance of the exercise immediately preceding the resolution of dissolution.
The regime established by this article shall be applicable only in the case of dissolution provided for in article 94, paragraph 1 of Act No. 19.550.
Article 26: The liquidation of the Society shall be carried out by the Board or by the liquidators designated by the Assembly under the supervision of the Fiscal Commission.
Article 27: Cancellation of liability, including liquidation costs, shall be distributed among all shareholders in proportion to their holdings.
- Article 5, second paragraph, replaced by art. 4th Decree No. 1924/1992 B.O. 23/10/1992.
