PRIVATIZATIONS

Decree 1106/93

Approve the Statute of YPF Anonymous Society and rule on the last paragraph of Article 8 of Law No. 24.145.

Bs. As., 31/5/93

VISTO Issue No. 770.029/93 of the Register of the SECRETARIAT of ENERGY of the MINISTERY of ECONOMY AND PUBLIC SERVICES and Laws No. 23.696, 24.145 and 24.156 and

CONSIDERING:

That Law No. 24.145, which approved the declaration of "subject to privatization" of the social capital of YPF SOCIEDAD ANONIMA, made changes in the structure of the organization and the capital of YPF SOCIEDAD ANONIMA aimed at making it a company of integrated, economically and financially balanced, profitable and with an open capital structure.

In addition, Act No. 24.145 established a mechanism by which the Provinces that hold a number of aggressions against the National State for the royalties of gas and oil could access the social capital of YPF SOCIEDAD ANONIMA by applying to the acquisition of such acrecies or of Bonos de Consolidación de Regalías de Hidrocarburos with which the National State would cancel the credits for royalties mentioned.

Accordingly, it is appropriate to adopt a new Statute for YPF SOCIEDAD ANONIMA that complies with the directives of Law No. 24 145 and to replace fully with the Social Statute of that company which was approved by Decree No. 2778 of 31 December 1990.

It is equally appropriate to adopt the agreements reached between the provinces that possess the royalties of gas and oil and the National State in order to implement the requirements of Law No. 24.145 regarding the participation of those Provinces in the social capital of YPF SOCIEDAD ANONIMA.

It is also appropriate to specify the scope of the last paragraph of Article 8 of Law No. 24.145.

That this Decree is issued in the use of the emerging powers of Article 86 (2) of the National Constitution and Law No. 24.145.

Therefore,

THE PRESIDENT OF THE ARGENTINA NATION
RIGHT:

Article 1 — Approve the text of the YPF SOCIEDAD ANONIMA Statute which works as Annex I to this Decree and institute the MINISTERY OF ECONOMY AND ARTS AND PUBLIC SERVICES so that, in exercise of the shareholder's rights of YPF SOCIEDAD ANONIMA of the NATIONAL STATE, it proposes and approves in the corresponding Extraordinary General Assembly.

Art. 2o — Ordea a la ESCRIBANIA GENERAL DE GOVERNMENT queue a protocolizar el Statute Social de YPF SOCIEDAD ANONIMA que se suma como Annex I que sutitutá al actual Statute vigente, lo que será exempt de todo tariff y honorario de acuerdo al Article 13 del Decreto N° 2778 del 31 de diciembre de 1990.

Art. 3o — Ordenase enrollment in the General INSPECTION OF JUSTICE of the Social Statute of YPF SOCIEDAD ANONIMA, which is approved by this Decree, in replacement of the current statute of that company, assimilating the publication of this act in the Official Gazette to the article 10 of Law No. 19.550.

Art. 4o — Rule the last paragraph of Article 8 of Law No. 24.145, specifying that for the purposes provided for in this Article it should be understood that the social capital of YPF SOCIEDAD ANONIMA is the amount of capital established in the social statutes of YPF SOCIEDAD ANONIMA that are approved by this Decree. Any modification that may be adopted in the future YPF SOCIEDAD ANONIMA to the article that establishes the amount of the social capital of the statutes added as Annex I shall not be taken into account for the purposes provided for in this article of this Decree.

Art. 5o — MINISTERY OF ECONOMY AND ARTWORKS AND SERVICES PUBLICOS is empowered, as an enforcement authority of Chapters II and III of Law No. 24.145, to establish the conditions and volumes of Actions of YPF SOCIEDAD ANONIMA that will be offered for sale in National and International Exchanges and Markets as well as the maximum percentages of such actions to be acquired by large national or foreign investors in the public offers referred to in this Article.

Art. 6o — Appropriate the Agreement between the MINISTERY OF ECONOMY AND ARTWORKS AND PUBLIC SERVICES and the Consolidation Bonuses Container Provinces of Hydrocarbon Regalies or holders of oil and gas royalties that are added as Annex II to this Decree.

Art. 7o — The holders of Hydrocarbon Consolidation Bonuses may acquire shares of YPF SOCIEDAD ANONIMA for the nominal technical value of those Bonuses at the price established for the first placement of the stocks, only if the bonds mentioned within the CUARENTA and OCHO (48) hours have been transferred from the opening of the period of first placement, in the terms of the Article 24 of the Decree The transfer shall be made to the account indicating the SECRETARIAT OF HACIENDA of the MINISTERIO DE ECONOMIA AND ARTWS AND PUBLIC SERVICES, where they shall be irrevocably delivered for the payment of the ations they wish to acquire or the receipt of the production of their sale, as appropriate.

It will be understood that the non-applicability of the bonds to the acquisition of the shares, evidenced by the lack of transfer of the same within the period mentioned in the previous paragraph, implies the definitive resignation of the holder to the acquisition with them of shares of YPF SOCIEDAD ANONIMA.

The actions acquired by individuals by the procedures set out in this Article shall be intransferable deposit in the BANCO OF ARGENTINA NATION for the period up to DIECIOCHO (18) months during which the Bank shall arbitrate the necessary means for the holders of the deposited actions to exercise and enjoy the social rights resulting from them. MINISTERY OF ECONOMY AND ARTWORKS AND SERVICES PUBLICS may reduce the time limit indicated above.

Art. 8th — In the event that YPF SOCIEDAD ANONIMA was forced by a final ordinary and extraordinary decision to pay third parties, in cash, any sum that under Decree No. 546 of 26 March 1993 is in charge of the National State, the National State shall provide the cash funds necessary to make such payment or, in its absence, shall reimburse YPF SOCIEDAD ANONIMA for the funds disbursed by it to that effect.

Art. 9th — Contact, post, give to the National Directorate of the Official Register and archvese. - MENEM. - Domingo F. Cavallo.
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NOTE: This Decree is issued without the annex.


Article 1 - Denomination

The Society is called YPF Anonymous Society. In the performance of the activities proper to its social object and in all legal acts that it formalizes, it may indistinctly use its full name or the abbreviated YPF S.A.

Article 2 - Home

The legal domicile of the Society is established in the city of Buenos Aires, Argentina, without prejudice to which it may establish regional administrations, delegations, branches, agencies or any kind of representation within or outside the country.

Article 3 - Duration

The term of duration of the society is established in a hundred (100) years since the registration of this Statute in the Public Registry of Commerce.


The Society will aim to carry out by itself, through third parties or third parties, the study, exploration and exploitation of the deposits of liquid and/or gaseous hydrocarbons, as well as the industrialization, transport and marketing of these products and their direct and indirect derivatives, for which purpose it can produce, buy them, sell them, exchange them, import or export them and carry out any other commercial operation necessary for their production. In order to better meet these objectives, it may be established, associated with or participate in legal persons of a public or private nature domiciled in the country or abroad, within the limits set out in this Statute.

Article 5 - Means for the implementation of the social object

(a) In order to fulfil its purpose, society may perform any kind of legal acts and operations, irrespective of their legal character, including financial nature, excluding intermediation, that they do to the object of the Society, or are related to it, since, for the purpose of fulfilling its object, society has full legal capacity to acquire rights, contract obligations and exercise all acts that are not prohibited by law or by this Statute.

(b) In particular, the Society may:

(i) Acquire by purchase or any title, real estate, furniture, semovientes, installations and all kinds of rights, titles, shares or values, sell them, exchange them, assign them and dispose of them under any title, give them in guarantee and encumber them, including with garments, mortgages or any other real right and constitute bonds, associate with persons of visible existence or legal group, conclude contracts of transitory union.

(ii) To conclude all types of contracts and to enter into obligations, including loans and other obligations, with official or private banks, national or foreign, international credit agencies and/or any other kind, accept appropriations, commissions and/or mandates and grant them, grant commercial credits linked to their turn.

(iii) Emit, in the country or abroad, musttures, negotiable obligations and other debt securities in any currency with or without security right, special or floating, convertible or not.


Article 6 - Capital

(a) Amount of capital: The social capital is fixed in the sum of pesos TRES MIL QUINIENTS TREINTA MILLONES ($ 3,530.000.000), fully subscribed and integrated, represented by TRESCIENTS CINCUENTA AND THREE MILLONES (353,000.000) of ordinary deeds, of EZ PESOS ($ 10,00) nominal value each and one and one vote per action.

(b) Classes of ordinary actions: The social capital is divided into four classes of ordinary actions according to the following detail:

(i) Class A actions, representative, at the date of this Statute, of 51 % of the social capital. Only the national State may hold class A actions.

(ii) Class B actions, representative, at the date of this Statute, of 39 % of the social capital intended to be acquired by holders of Gas and Petroleum Regals Consolidation Bonuses or holders of oil and gas royalties against the Nation. Class B action acquired by a holder of the aforementioned Bonuses that were not a province or the national state will become class D action. Non-acquired class B actions of the National State will become class A actions.

(iii) Class C actions, representative, at the date of this Statute, of 10% of the social capital that the national State allocates to the employees of society under the regime of the Participated Property Programme of Law 23,696. Class C actions that were not acquired by the employees of the Society under the Participated Property Program will become class A shares; and

(iv) Class D actions, converted into such by transfer to any person of class A, B or C actions according to the following rules:

— Class A actions that the National State transfers to any person will become class D actions, except transfers to provinces if a law previously authorizes them in which case they will not change class.

— Class B actions that the Provinces transfer to anyone other than a Province will become class D actions.

— Class C actions that are transferred to third parties outside the participating property program will become class D shares.

Class D actions will not change class because they are eventually subscribed or acquired by the National State, the Provinces, another public legal person or by staff participating in the Participated Property Programme.

(c) Class A special rights: The favorable vote of the Class A shares shall be required, regardless of the percentage of the social capital that such class A shares represent for the Society to validly resolve:

(i) Decide the merger with another or other societies;

(ii) Accept that the Society, through the acquisition by third parties of its actions, suffers a situation of consensual or hostile shareholders that represent the possession of more than fifty percent (50 percent) of the social capital of the Society;

(iii) Transfer to third parties, all exploitation rights granted under Act No. 17.319, their supplementary and regulatory standards, and Act No. 24.145, so that this determines the total cessation of the exploratory and exploitation of the Society;

(iv) The voluntary dissolution of the Society;

It will also require, upon adoption of a national law to deal favourably with the above sub-paragraphs (iii) and (iv).

(d) Preferred actions: The Society may issue preferred shares with or without the right to vote divided also into classes A, B, C and D. The same rules on ownership and conversion shall be applied to each class of preferred shares as those envisaged for the same kind of ordinary actions in the preceding subparagraph (b). When the preferred actions exercise the right to vote (whether temporary or permanently) they shall, in their case, act as members of the class to which they belong.

(e) Capital gains: The capital may be increased to its quantum by decision of the Ordinary Assembly, pursuant to article 188 of Law 19.550, not governing such a limit if the Society is authorized to make public supply of its actions. It is incumbent upon the Assembly to establish the characteristics of the actions to be issued on account of the increase, within the conditions set out in this statute, by delegating to the directory the authority to set the time of emissions, as well as the determination of the form and conditions of payment of the actions, and also by any other delegation admitted by law. Any issue of ordinary or preferred actions shall be made by class respecting the proportion between the different classes at the date of such issuance, without prejudice to any subsequent modifications resulting from the exercise of the right of preference and the right to increase as provided for in article 8 of this Statute.

Article 7 - Transfer of Actions

(a) Writing actions: The shares will not be represented in titles but will be descriptive and will be registered in accounts carried on behalf of their holders in society, commercial banks, investment banks or authorized deposit boxes, as provided by the directory. The actions are indivisible. Where co-ownership exists, representation for the exercise of rights or the fulfilment of obligations must be unified.

(b) Transfer of class A or C shares: Any transfer of class A actions carried out in violation of the provisions of the last paragraph of Article 8 of Law 21.145, or of Class C ations carried out in violation of the rules of the Participated Property Programme or of the respective general transfer agreement communicated to the Society, shall be null and void and shall not be recognized by the Society.

(c) Duty of informationAny person who, directly or indirectly, acquires by any means or title, class D shares, or who, upon transfer, become class D, or any kind of company's titles that are convertible into class D shares (including, within the meaning of the term "title", but not limited, to the musttures, negotiable obligations and coupons of shares) that grant control over more than three per cent (3 per cent) of the shares made The information referred to should also detail the date of the operation, the price, the number of assignments acquired and whether it is the purpose of acquiring such participation to acquire greater participation or to achieve control of the social will of society. If the acquirer is made up of a group of people, the members of the group must be identified. The information provided herein shall be provided in connection with acquisitions after the original information received, when the amounts of class D actions indicated in the last information are exceeded, as foreseen.

(d) Control take% of the shares (i) and (f) of this article may not be acquired, directly or indirectly, by any means or title, shares of the Society or titles of the Society (including within the meaning of the term "title", but without limitation, to the musttures, negotiable obligations and quotas of shares) convertible to shares when, as a result of such acquisition, the acquirer is entitled to

Notwithstanding the above, the acquisitions by the holder or the control of actions that represent more than CINCUENTA BY CIENTO (50 %) of the social capital shall be excluded from the provisions of subparagraphs (e) and (f).

The acquisitions referred to in this subparagraph (d) are called "Control Acquisitions".

(e) Requirements: The person who wishes to carry out a Control Acquisition (hereinafter referred to as "the Offerer") shall (i) obtain the prior consent of the special assembly of the shareholders of class A and (ii) make a public offer of acquisition of all shares of all classes of the Society and of all titles convertible into shares.

Any decision that the special assembly of class A adopts in relation to the matters provided for in this section (e) shall be final and shall not generate the right to compensation for any party.

(f) Public Procurement Offer: Each public procurement offer shall be made in accordance with the procedure set out in this paragraph and, to the extent that the rules applicable in jurisdictions where the public procurement offer is made and the provisions of the stock exchanges and stock markets where the shares and titles of the Society impose additional or stricter requirements on the ones indicated herein, such additional or stricter requirements shall be met in the stock exchanges and markets where they are required.

(i) The Offerer shall notify the company in writing of the public supply of acquisition with at least fifteen working days in advance of the date of its inception. The notification shall inform the Society of all the terms and conditions of any agreement or preagreement that the offender would have made or plans to carry out with a holder of shares of the society by virtue of which, if such agreement or agreement were consummated, the offender would be in the situation described by the first paragraph of subparagraph (d) of this Article (hereinafter referred to as the Prior Agreement), and, in addition, all the following minimum information:

(A) The identity, nationality, domicile and telephone number of the Offerer;

(B) If the Offerer is made up of a group of persons, the identity and domicile of each Offerer in the group and of the person of directors of each person or entity that conforms the group;

(C) The contracting offered by the actions and/or titles. If the offer is conditioned on the acquisition of a certain number of actions, the minimum shall be indicated;

(D) The scheduled date of expiry of the period of validity of the public procurement offer, if the procurement may be extended, and, where appropriate, the procedure for its extension;

(E) A statement by the Offerer on the exact dates before and after which the shareholders and holders of titles that held them for sale to the regime of the public procurement offer shall have the right to withdraw them, the way in which the shares and titles thus subject to the sale shall be accepted and subject to which the withdrawal of the actions and titles of subjection to the regime of the public offer of acquisition shall be carried out;

(F) A statement indicating that the public procurement offer will be open to all stock holders and securities convertible into shares;

(G) Additional information, including the Accounting States of the Offerer, that the Society may reasonably require or may be necessary for the above notification not to lead to misconceptions or when the information provided is incomplete or deficient.

(ii) The Board of Directors of the Society shall, by any means, convene a special assembly of class A to be held on the ten working days counted from the receipt by the society of the notice indicated in sub-sub-paragraph (i), in order to consider the approval of the public procurement offer and submit its recommendation to that Assembly. If such an assembly was not held in spite of the call, or if it were to be held and the public procurement offer rejected, it could not be met and the prior agreement would not be carried out, if any.

(iii) The company will send by mail, to each shareholder or holder of convertible titles to shares, at the expense of the offender, with reasonable diligence, copy of the notification given to the Society according to the sub-incidence (i). The offerer must advance to society the funds required for this purpose.

(iv) The offeror shall send by mail or otherwise supply, with reasonable diligence, each shareholder or holder of convertible titles to actions required, copy of the notification provided to the company and publish a notice substantially containing the information indicated in the sub-inc. (i), at least once a week, beginning on the date on which such notification is delivered to the public agreement company with the sub-inc. (i) to expire at least once a week. Subject to the applicable legal provisions, this publication will be made in the business section of general circulation journals in the Argentine Republic, in the city of New York, USA, and in any other city in whose stock market or stock market they collect.

(v) The contracting for each action or title convertible into action payable to each shareholder or holder of the title will be the same, in money, and will not be less than the price per action class D or in its case title convertible into class D action, higher than the following prices:

(A) the highest price for action or title paid by the offender, or on behalf of the offender, in relation to any acquisition of class D shares or titles convertible into class D shares within the period of two years immediately prior to the notice of the acquisition of control, adjusted following any share division, dividing into shares, subdivision or reclassification that affects or relates to class D of shares; or

(B) the highest selling closing price during the thirty-day period immediately preceding that notice, of a class D action according to its quote in the Buenos Aires Trade Exchange, in each case adjusted following any share division, dividing into shares, subdivision or reclassification that affects or relates to class D of shares; or

(C) a price per action equal to the market price by action of the class D determined as indicated in sub-paragraph (B) of this clause multiplied by the relationship between: (a) the highest price per action paid by the offeror or on account of the same, by any action of the class D, in any acquisition of shares of the class within the two years immediately preceding to the date of the notice indicated in the sub-inc. (i) In each case the price will be adjusted taking into account any subsequent share division, dividing into shares, subdivision or reclassification affecting or related to class D; or

(D) the net income of the Society by action of class D during the last four full fiscal quarters immediately preceding the date of the notice indicated in the sub-sub-paragraph (i), multiplied by the highest of the following relationships: The price/income ratio for that period for the actions of class D (if any) or the highest price/income ratio for the Society in the period of two years immediately preceding the sub-paragraph of the notice. Such multiples will be determined in the common manner in which they are computed and reported in the financial community.

(vi) The shareholders or holders of titles that have subject them to the public procurement offer may withdraw them from the same before the date set for the expiry of such offer.

(vii) The public procurement offer may not expire before the ninety days after the date on which the notice of the offer was given to the shareholders or published as indicated in the subinc. (iii).

(viii) The offerer shall acquire all shares and/or titles convertible into actions that prior to the date of the expiration of the offer, be placed for sale according to the regime of the public supply of acquisition. If the number of such actions or titles is less than the minimum to which the offerer provided the public procurement offer, the offerer may withdraw it.

(ix) If the offeror has not set a minimum to which the public offer of acquisition is conditioned as indicated in sub-inc. (i) (C) of this subparagraph, the completion of this procedure may specify the previous agreement, if any, whatever the number of actions and/or titles it has acquired under the regime of the public procurement offer. If you have set such a minimum, you may specify the previous agreement only if the public procurement offer has exceeded the minimum. The prior agreement must be concluded within thirty days of the completion of the public procurement offer, if not, in order to be able to specify it, it will be necessary to repeat the procedure provided for in this article.

If there is no prior agreement, the offender, in the assumptions and opportunities previously indicated in which a prior agreement could be concluded, may freely acquire the number of actions and/or titles that he informed the Society in the communication indicated in the sub-paragraph (i) of this paragraph, until he has acquired such number of actions and/or titles under the regime of the public procurement offer.

(g) Related transactions: Any merger, consolidation or other form of combination that has substantially the same effects (hereinafter, in this article "the related transaction") that understands the society and any other person (hereinafter in this article "the interested shareholder") that has previously carried out a control acquisition or that has for the shareholder Interested the effects, in terms of the possession of class D shares, of a control acquisition, will only be realized if the contraction that is equal to the

(i) The highest price for action paid by or on account of such shareholder Interested in relation to the acquisition of:

(A) Actions of the type class to be transferred by shareholders in that related transaction (hereinafter "the class"), within the period of two years immediately prior to the first public announcement of the related transaction (hereinafter "the date of the announcement"), or

(B) Class shares acquired by such shareholder interested in any control acquisition.

In both cases according to this price it is adjusted for any division of stock, divided into shares, subdivision or reclassification that affects or is related to the class.

(ii) The price, seller closure, higher during the thirty-day period immediately preceding the date of the announcement or the date on which the Interested Shareholder acquires shares of the class in any acquisition of control, of a class action according to his quote in the Buenos Aires Trade Exchange, adjusted by any stock division, divided into shares, subdivision or reclassification that affects or is related to the class.

(iii) A price per action equals the market price per action of the class determined as stated in paragraph (ii) of this clause multiplied by the relationship between: (a) The highest price for action paid by the shareholder concerned or on behalf of the shareholder, for any action of the class, in any acquisition of shares of the class within two years immediately preceding the date of the advertisement, and (b) that market price for action of the class on the day immediately preceding the first day of the period of two years in which the shareholder concerned acquired any interest or right in a class action. In each case the price will be adjusted taking into account any subsequent share division, dividing into stock, subdivision or reclassification that affects or is related to the class.

(iv) The net income of the Society by class action during the last four full fiscal quarters immediately preceding the date of the announcement, multiplied by the highest of the following relationships: The price/income ratio for that period for class actions (if any) or the highest price/income ratio for society in the period of two years immediately preceding the date of the announcement. Such multiples will be determined in the common manner in which they are computed and reported in the financial community.

(h) Violation of requirements: The actions and titles acquired in violation of the provisions of subsections 7 (c) to 7 (g), both of which shall not give the right to vote or to collect dividends or other distributions made by the Society and shall not be computed for the purpose of determining the quorum in any of the shareholder assemblies of the Society.

(i) Interpretation: For the purposes of this Article 7, the term "indirectly" shall include the companies controlling the acquirer, the societies controlled by him, the societies under common control with the acquirer and the other persons acting in concert with the acquirer; they shall also include the holdings that a person possesses through trusts, certificates of deposit of shares ("ADR") or other similar mechanisms.

Article 8 - Right of preference

(a) General rules: The holders of ordinary or preferred shares of each class shall enjoy the right of preference in the subscription of the actions of the same class that are issued, in proportion to those that possess. This right shall be exercised in the conditions and within the time limit set by law and applicable regulations. The conditions of emission, subscription and integration of class C shares may be more advantageous for their purchasers than those foreseen for the rest of the shares but in no case may be more burdensome. Any holder of a right of preference, regardless of the kind of action that originates it, may assign it to any third party, in which case the action subject to such a right of preference shall be converted or shall consist of a class D action.

(b) Right to grow: The right to grow shall be exercised within the same time limit set for the right of preference, and for all kinds of actions that have not been initially subscribed. To this end:

(i) Class A actions that have not been subscribed to the exercise of the right of preference by the national state will become class D shares and will be offered to the shareholders of that class who would have manifested the intention to grow in relation to class actions Unsubscribed;

(ii) Class B actions that have not been subscribed by provinces in exercise of their original rights of preference, by omission of exercise or by assignment of the same, will be assigned then to the Provinces that have subscribed class B shares and manifested the intention to increase, and the surplus will become class D shares to be offered to the shareholders of that class D that would have manifested the intention to increase in relation to non-class B shares;

(iii) Class C actions that have not been subscribed by persons included in the property program participating in the exercise of their original preference rights, by omission of exercise or by assignment of the same, shall be assigned to those of the persons covered by that regime who have subscribed class C shares and manifested the intention to increase, and the surplus would have become class D shares to be offered to the shareholders of that class to

(iv) Class D actions that have not been subscribed to the exercise of rights of preference emanated from actions of that class shall be assigned to those of the subscribers of that class who have manifested the intention to grow;

(v) Remaining class D shares shall be assigned to the shareholders of the other classes which have manifested intent to grow, in parity of rank.

(c) Limits: The rights of preference and of increase provided for in the preceding paragraphs shall exist only to the extent that they are required by the existing corporate legislation at any time or are necessary to comply with the applicable provisions of Laws 23,696 and 24,145.

Article 9 - Public and private offer

The company shall request the authorization of public tender of its actions issued at the date of the sanction of Law 24.145, in exchanges and markets of values or open, national and international, in compliance with the provisions of that law. Emissions of shares, musttures, negotiable obligations and other titles made by the company after that date shall be placed through the public or private supply as required by the applicable rules and, where appropriate, decided by the competent corporate body.


Article 10. - Issueable titles

(a) Bonos de participación: In compliance with the respective participatory ownership programme, participation bonds will be issued for the staff of the society in relation to dependency. Such bonds shall be governed by articles 230 and in accordance with Act No. 19.550. They will not affect, together, more than a quarter of one per cent (0.25 per cent) of the profits of each exercise and all of them will expire on the first of the following two events: There have been ten years since the date of the first issue of such bonds or the transfer price of the actions initially affected to that programme was paid in full from among those that were issued on the date of the sanction of Law 24.145. Each employee of the society at the date of the entry into force of the participating property program will receive the same amount of Bonuses.

(b) Negotiable obligations: The Society may issue negotiable, convertible or non-convertible obligations. Where it is legally necessary for the issuance of negotiable obligations to be decided by the Assembly, the Assembly may delegate all or some of the emission conditions in the directory.

(c) Other titles: The Society may issue preferential bonds and other titles accepted by applicable law. The Bonds of preference will grant their holders the right of preferential subscription in future capital increases and even the amount that such bonds preview. In the subscription of such bonds and other convertible titles shareholders shall have the right of preference in the terms and in the cases provided for in Article 8 of this statute.

(d) Conversion to Class D: Any convertible title issued by the Society will be entitled to conversion only to class D actions. Its emission shall be authorized by special assembly of class D.


Article 11. - Directory

(a) Integration: The management and administration of the Society shall be in charge of a Directory consisting of twelve (12) headlines, who shall be appointed with a mandate for two (2) exercises and may be re-elected indefinitely, without prejudice to the provisions of the article.

(b) Alternate directors: Each class of actions shall designate a number of alternate directors equal to or less to the number of holders that it is appropriate to designate. The alternate directors shall fill the vacancies that occur within their respective class in the order of their designation when such vacancy occurs, either by absence, resignation, licence, inability, inability, inability or death, upon acceptance by the directory of the replacement case when it is temporary.

(c) Designation: The directors shall be appointed by majority vote within each of the ordinary classes of actions, as follows:

(i) Class A will elect two headlines and two alternates while class A shares represent at least 20% of the social capital established by art. (a). 6th of these statutes at the time of their registration in the Public Registry of Commerce or a titular director and a substitute while the same actions represent between 5 per cent (5 per cent) and less than 20 per cent (20 per cent) of the social capital indicated above;

(ii) Class B shall elect a principal and an alternate director while class B shares represent 5 per cent (5 per cent) or more of the social capital issued at the time of the call of the respective Assembly;

(iii) Class C shall elect a headmaster and an alternate while class C shares represent five percent (5 %) or more of the social capital issued at the time of the call of the respective Assembly;

(iv) Classes A and B, voting as a single class, shall elect one (1) headmaster and one alternate when none of these classes reach to have respectively the percentages required by the preceding paragraphs to choose each of them a headmaster and an alternate, but provided that both classes, together, represent at least five per cent (5 per cent) of the social capital issued at the time of the call of the respective Assembly;

(v) the designation of the other headlines and alternate directors (which in no case shall be less than eight headlines and an equal or lesser number of alternates) shall correspond to class D. When any of the A, B or C classes for any cause, lack or lose their rights to choose or participate in the election of directors, such class may vote together with the Class D actions in the Special Assembly of the latter convened for the election of directors.

(vi) Class D special assemblies convened for the election of directors may vote by cumulative vote in accordance with the provisions of article 263 of Act No. 19.550, even if it is attended by shareholders for stockholders A, B or C as foreseen above.

(d) Absence of a classIf there is no action of a certain class entitled to elect class directors, present in a Assembly held in second call and convened to elect directors, the directors of that class shall be elected by the shareholders of the remaining classes voting together as if they constitute a single class except in case the absence of shareholders occurred in the assemblies of the A, B or C class in which case the syndicate designated by the shareholders

(e) Staggered election: The choice of directors will be staged by halves. The first directory that is chosen according to the rules of this article 11 will be chosen for the following periods: A director corresponding to class A, the director corresponding to class C and four directors corresponding to class D for 1 (one) year and the remaining directors for 2 (two) years. Any next election will be for 2 (two) years, except when managers are elected to complete the mandate of the replaced.

(f) Nomination of candidates: In each Assembly that should elect directors for class D, any shareholder, or group of shareholders of class D that possesses more than three percent (3 %) of the capital represented by class D shares, may require that all shareholders of that class be sent the list of candidates that that shareholder or shareholder group will propose to the Assembly of that class for their election. In the case of depository banks that have registered shares in their name, this rule shall apply with respect to the beneficiaries. Likewise, the Board may propose candidates to directors to be elected by the assemblies of the respective classes, whose names will be communicated to all shareholders along with the lists proposed by the shareholders mentioned in the first term. The previous rules will not prevent any shareholder present in the assembly from proposing candidates not included in the proposals circulated by the Board. No proposal may be made for the election of directors for any of the classes, before or during the event of the Assembly, without presenting to the Society written proof of the acceptance of the position by the proposed candidates.

(g) Form of choice: Without prejudice to the cumulative vote set by sub-paragraph (c) of this article, the election of class D directors shall be made by list provided that no shareholder objects to it; otherwise, it shall be made individually. The list or person, according to the case, will be declared elected to obtain the absolute majority of the class D actions present in the Assembly; if no list obtains such a majority, a new ballot will be held in which the two lists or most voted persons will participate, considering the list or person who obtains the highest number of votes in such voting.

(h) Removal: Subject to the applicable quorum requirements, each class, by a majority of the class actions present in the Assembly, may remove the directors by it chosen provided that the removal has been included in the agenda.

Article 12. - Guarantee

In guarantee of the performance of their duties the directors will deposit, in the company's box, the sum of pesos thousand five hundred ($ 1,500), in cash, values or titles of public debt.

Article 13. - Vacancies

If the number of vacancies in the Directory is not valid, even with the alternate directors, the trustees shall designate directors whose terms of reference shall be extended until the election of new directors by the Assembly. It shall be up to the syndicate designated by class A or class A, B and C as a whole, if applicable, to appoint directors by class A, B or C, as appropriate after consulting with the respective shareholders, and the syndicates appointed by class D shares to appoint directors for that class.

Article 14. - Remuneration

(a) Non-executive members: The functions of the non-executive members of the Board shall be paid on an annual basis by the Ordinary Assembly and shall be distributed among them in an equal manner, and among their alternates in proportion to the time they replaced those holders. The Assembly shall authorize the amounts that may be paid for such fees during the current period, subject to ratification by the assembly which shall consider such exercise.

(b) Executive members: The president, and other directors of the Society who perform executive, technical-administrative functions or special commissions, shall receive a remuneration for such functions or level commissions in accordance with that in force on the market, which shall be fixed by the Board, with the abstention of the appointed ones, who shall be replaced for that purpose by alternate members. These remunerations, together with those of the entire Board, shall be subject to ratification by the Assembly under Article 261 of Law 19.550.

(c) General rule: Remuneration of directors established by subparagraphs (a) and (b) above shall respect the limits set by article 261 of Act No. 19.550, except the case provided for in the last paragraph of that article.

Article 15. - Meetings

The Board shall meet, at least once a month, without prejudice to the fact that the president, or who replaces him, summons him when he deems it appropriate. Likewise, the president or the person who replaces him must cite the Directory when requested by any of the directors. The call will be made, in the latter case; by the president, to carry out the meeting within the fifth day of the order; in its absence, the call may be made by any of the directors.

Board meetings should be convened in writing with an indication of the agenda, but topics not included in the agenda may be dealt with, if originated subsequently and of an urgent nature.

Article 16. - Quorum and majority

The board will work with the chair of the president or who replaces it. The quorum shall be constituted with the absolute majority of the members who integrate it, except in the case provided for in art. b. 14 of this statute, in which he shall be there willing. In the event that at a regular meeting, an hour after the call had not been reached a quorum, the President or the person who replaces it may invite the or alternates of the classes for the absentee to join the meeting until the minimum quorum is reached. The Board shall adopt its resolutions by the vote of the majority of those present. The president, or who replaces him, will have, in all cases, the right to vote and double vote in the event of a tie.

Article 17. - Colleges of the Board

The directory will have broad powers to organize, direct and administer the Society, including those requiring special powers under Article 1881 of the Civil Code and Article 9 of Decree Law 5965/63. It may, in particular, operate with all types of banks, financial companies or official and private lending entities; give and revoke special and general powers, judicial, administrative or other, with or without the power to replace; initiate, continue, reply or desist criminal complaints or prosecute any other act or legal act which makes the right or contract obligations to society, without any other limitations other than those resulting from the laws applicable to it, of the present assembly and

(i) To grant general and special powers—including those whose object is provided for in article 1881 of the Civil Code—as well as those that empower to complain criminally and revoke them. For the purposes of acquitting positions, recognizing documents in trials, inquiring or declaring in administrative proceedings, the Board may grant powers for the company to be represented by any director, manager or attorney, duly instituted.

(ii) Buy, sell, assign, donate, exchange and give or take into account any kind of movable and immovable property, commercial and industrial establishments, ships, naval artifacts and aircraft, rights, including trademarks, invention patents and property rights industrial and intellectual; constitute bonds, as an active or passive subject, mortgages, naval mortgages, clothing or any other real-time leases within the country;

(iii) Partner with other persons of visible or legal existence, in accordance with the existing legislation and these statutes and conclude with them contracts of temporary union of companies, or of grouping of business collaboration.

(iv) Bring to the national or foreign authorities all necessary measures for the fulfilment of the object of the Society.

(v) To approve staffing, to make appointments of general or special managers, to establish their levels of retribution, working conditions and any other staff policy measures and to provide promotions, passes, transfers and remotions and to apply the appropriate penalties.

(vi) Emit, within or outside the country, in national or foreign currency, musttures, negotiable obligations and other titles of debt with security right, special or floating or without guarantee, convertible or not, in accordance with the legal provisions that are applicable and after the ruling of the competent Assembly when this is legally required.

(vii) Judicially or extrajudicially transfer all sorts of issues, engage in arbitrators or friendly commissars, promote and answer 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 in trial, make novices, and grant all special orders.

(viii) To carry out all kinds of operations with banks and financial entities, including the Bank of the Argentine Nation, of the province of Buenos Aires, and other official, private or mixed banking and financial institutions of the country or abroad. Carry out operations and hire loans, loans and other obligations with official or private banks, including those listed in the previous sentence, international credit institutions and agencies or any other kind, persons of visible or legal existence, the country or abroad.

(ix) Create, maintain, delete, restructure or transfer the units and sectors of the Society and create new regional administrations, agencies or branches within or outside the country; constitute and accept representations.

(x) To approve and submit to the consideration of the assembly the memory, inventory, general balance and state of results of the society proposing, annually, the destination of the profits of the exercise.

(xi) Adopt the system of contracting of society, which will ensure the participation of offenders, transparency and publicity of procedures.

(xii) To have, if it deems it appropriate and necessary, the creation and integration of the Executive Committee and other Board Committees, to establish the functions and limits of its performance within the powers granted by this statute and to dictate its internal rules of procedure.

(xiii) To resolve any doubt or question that might arise in the application of this statute, for which purpose the directory is invested with broad powers without prejudice to giving the Assembly account in due course.

(xiv) Dictate your own internal regulations.

(xv) Request and maintain the contribution, in stock exchanges and markets of national and international values, and other titles when relevant.

(xvi) To approve the annual budget, cost and investment estimates, the necessary levels of indebtedness and the annual plans of action of the Society.

(xvii) To exercise the other powers conferred upon him by this statute.

The above enumeration is declarative and non-binding and, consequently, the Board has all the powers to administer and dispose of the property of the society and to hold all acts that do to the social object, except the exceptions provided for in the present statute, including by specially appointed agents, for purposes and with the scope of powers that, in each particular case, be determined.

Article 18. President and Executive Vice-President

(a) Designation: The board shall designate from among the members elected by class D actions a president and an executive vice president. In the event of a tie, the officers elected by Class D shall be decided by a vote. The President and Executive Vice-President shall hold two (2) exercises, but not beyond his stay in the directory, and may be re-elected indefinitely in such conditions if they were elected or re-elected as directors by Class D.

(b) Executive Vice-President: The Executive Vice-President shall replace the President in the event of resignation, death, incapacity, inability, removal or temporary or definitive absence of the latter. In all these cases, except in temporary absence, the Board shall elect a new president within sixty days of the production of the cow and as provided for in subparagraph (a) of this Article.

(c) General Managers: The President and the Executive Vice-President shall also serve as general managers, in which case they shall be responsible for conducting the executive functions of the administration.

Article 19. - Faculty of the President

They are the powers and duties of the President or, as appropriate, of the Executive Vice-President, in addition to those provided for in article 18 (c) of this statute:

(i) To exercise the legal representation of the Society in accordance with article 268 of Law 19.550 and to comply with the laws, decrees, present statutes and resolutions taken by the Assembly, the Board and the Executive Committee.

(ii) To convene and chair the meetings of the directory with vote in all cases and double vote in the event of a tie.

(iii) Sign letters of exchange as a liberator, acceptant or endorser; release and endorse cheques and award trade papers against funds of the Society, without prejudice to the delegations of signatures or powers that the directory has conferred.

(iv) Execute or enforce the decisions of the directory, without prejudice to the decision of the latter body to assume by itself the execution of a resolution or of a certain type of functions or powers.


(a) Integration: The control of the society will be exercised by a fiscal commission composed of three (3) holders and three (3) alternates.

(b) Designation: Two of the holders and two of the substitutes will be appointed by class D actions, and the remaining holder and alternate by the holders of the class A, B and C actions voting for the purpose as members of a single class.

When the total shares of class A, B and C are lower, together, to fifteen percent of the social capital, all the holders and alternates will be elected by the holders of all ordinary classes of actions by voting together. The trustees shall be elected 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, sesionate with the presence of its three members and adopt resolutions by majority. The dissident syndicate shall have the rights, powers and duties set out in Act No. 19.550.

(c) Retribution: The retributions of the trustees shall be fixed by the Ordinary Assembly within the limits established by the law in force.


Article 21. - Call

The Ordinary or Extraordinary Assembly shall, as appropriate, be convened to consider matters set out in articles 234 and 235 of Law 19.550. Calls shall be made in accordance with the existing legal provisions.

Article 22. - Publication

(a) Edicts: The summons for shareholder assemblies, both ordinary and extraordinary, will be made by means of notices published in the Official Gazette, in one of the most widely distributed newspapers in the Republic and in the newsletters of the stock exchanges and markets of the country in which the actions of the society, by the term and with the anticipation established in the existing legal provisions. The directory will order the publications to be made abroad to comply with the existing rules and practices of the jurisdictions corresponding to the markets and stock exchanges where such actions are collected.

(b) Other mediaThe Board may use the services of companies specializing in communication with shareholders, and use other media to give them their points of view on the topics to be submitted to the assemblies that are convened. The cost of such services and dissemination shall be borne by the Society.

Article 23 - Presentation

The shareholders may be represented at the act of the assembly concerned, by granting a mandate in private instrument with their signature certified in judicial, notarial or banking form. The shareholders' assemblies will be chaired by the president of the Board or, in its absence, the person who designates the assembly.

Article 24. - Celebration

(a) Quorum and majority: Rig the quorum and majority determined by articles 243 and 244 of Law 19.550 according to the class of Assembly, call and subjects in question, except:

(i) as to the quorum of the Extraordinary Assembly in second call, which shall be deemed constituted in any case the number of actions present with the right to vote;

(ii) to resolve the issues listed in Article 6 (c) requiring the affirmative vote of class A actions granted in the Special Assembly;

(iii) to resolve the issues listed in the following subparagraph (b), which will require both first and second calls, a majority equivalent to 75% (sixty-five per cent) of voting shares;

(iv) to resolve the issues listed in the following subparagraph (c) requiring both first and second calls, a majority equivalent to 66 per cent (six per cent) of voting shares;

(v) to affect the rights of a class of actions that will require the conformity of such a class granted in special assembly;

(vi) to modify any rule of this statute that requires a special majority, in which the special majority will also be required for that purpose; and

(vii) in other cases where the present requires a class vote or the conformity of each class.

(b) Decisions that will require the special majority provided for in sub-paragraph (iii) of the preceding paragraph, without prejudice to the conformity of the special assembly of the class whose rights are: (i) The transfer to the foreigner of the social domicile; (ii) the fundamental change of the social object so that the activity defined by Article 4 of this statute ceases to be the main or priority activity of the Society, (iii) the withdrawal of the shares of the Company of the Stock Exchanges of Buenos Aires or New York and (iv) the excision of the Society in several societies, when as a result of the excision is transferred to the resulting companies.

(c) The decisions that will require the special majority provided for in the preceding subparagraph (iv), without prejudice to the conformity of the special Assembly of the class whose rights affect, are: (i) The modification of the statute as soon as it means (A) to modify the percentages established in sub-paragraphs 7 (c) or 7 (d) or (B) to eliminate the requirements provided for in sub-paragraph 7 (e) (ii) 7 (f) (i) (F) and 7 (f) (v) of Article 7 in the sense that the public procurement offer reaches 100 % of the specified shares and securities, is not paid

(d) Special assemblies: For special class assemblies the rules on quorum of the Ordinary Assembly applied to the total actions of that class in circulation will be followed. There is a general quorum of all classes present, any number of actions of the A, B and C classes will constitute a quorum in first and subsequent convocations for the special assemblies of these classes. While the holder of class A actions is only the national State, the special assembly of that class may be replaced with a communication signed by the competent public official to vote such actions.


Article 25. - Social

(a) Date: The social exercise will begin on 1 January of each year and will end on 31 December of the same year, to which date the inventory, the general balance sheet and the profit and loss account must be made according to the legal provisions in force and technical rules in the matter.

(b) Modification: 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.

(c) Purpose of utilities: Liquid and realized utilities will be distributed according to the following detail:

(i) Five percent (5 percent) to reach twenty percent of the social capital, for the legal reserve fund;

(ii) Remuneration to the directory and syndicates, as appropriate;

(iii) Fixed divides of the preferred actions, if there is such a preference, and, where appropriate, the cumulative defaults;

(iv) The balance, in whole or in part, as a cash dividend to ordinary shareholders or to optional reserve funds or to a new account or to the destination to be determined by the Assembly.

(d) Payment of dividends: The dividends must be paid in proportion to the respective integrations, within the ninety (90) days of their sanction and the right to their perception prescribes in favour of society at the three (3) years counted since they were made available to the shareholders. The Assembly or, where appropriate, the Board may authorize payment of quarterly dividends, to the extent that applicable provisions are not infringed.


Article 26. - Rules governing it

The liquidation of the Society, originated in any cause that may be, shall be governed by the provisions of chapter I, section XIII of Law 19.550.


Article 27. -

Until a Ordinary Assembly is held to elect the first directory of 12 members, the directory will be composed of 3 to 5 holders and an equal or lesser number of alternates, all of which will be designated by all ordinary stock holders forming a single class for that purpose.

Article 28. -

Until class B actions are handed over to one or more provinces, the directors corresponding to that class will be elected and, if any, removed by class A actions.

Article 29. -

Until the participating property program is put into operation, the directors who correspond to class C will be elected, and if so, removed by class A actions.

Article 30. -

Until class D actions are put into circulation, the directors corresponding to that class will be elected, and in their case removed by class A actions.

Article 31. -

The election of trustees shall be carried out according to the mechanism provided for in article 21 of this statute, from the Ordinary Assembly to consider the social exercise that expires on 31 December 1993, inclusive.

Article 32. -

As of the date of this statute, and until such time as actions are taken in accordance with Article 10 of Law 24.145, all actions shall belong to the national State and other national State entities.

Article 33. -

All the mentions made in the present at the date of this statute should be understood as referring to the date on which the Public Register of Commerce is registered, the statutory modification approved by Decree No. 1106/93.

Article 34. -

Class A shares that are in circulation to the date the Assembly considers the period closed on December 31, 1993 shall have exclusive right and with priority of payment on the dividends that correspond to the rest of the shares (included in this respect to the own shares class A), to a dividend equal to (i) the net gain obtained by the company during the first two quarters of 1993, with more (ii) the amount of one hundred and forty million The initial special dividend will be paid by 30 May 1994. The amount indicated in the previous point (iii) will be calculated on the initial special dividend.

The amount of the above dividend shall be subject to an exclusive and preferential right to the collection of a dividend (hereinafter, the subsequent special dividend) in the periods following the closure on 31/12/1993, until the full cancellation of the amount corresponding to the initial special dividend if it is not recognized, distributed or paid in whole or in part by the amount, form and within the period provided for in the preceding paragraph.

For the purposes of this article, the accounting statements as at 30 June 1993 submitted to the National Securities Commission shall be used with a report on the limited review of the auditor and, when the results of the closed period are presented on 31 December 1993, the result shall be segregated from the dividend calculated as set out in the preceding paragraphs. With the exception of the initial special dividend and, in its case of the subsequent special dividend, which will be perceived exclusively by the actions of class A, all other dividends that are voted from the income of society to the public supply regime shall correspond to all actions without class differences as provided for in article 25 of this statute. They are exempted from the rule of the immediately preceding paragraph, the dividends which, from the entry of the Society to the public offer, vote on accrued profits as at 31 December 1992 to be distributed as of 1 July 1993 among all actions without distinction of class.

Article 35 — Special State Procurement Standards

(A) The provisions of Article 7 (e) and (f) (with the only exception of what is set out in the Separation. (B) of this Article) shall apply to acquisitions that directly or indirectly effect the national State, by any means or title, of shares or titles of the Society (1), where as a result of such acquisition the national State shall be entitled, or exercise the control over the sum of the holding, In the event that class A actions in the possession of the national State represent a percentage lower than that mentioned above, it shall not rule as provided for in item (2) of this article, applying in such case the general criteria set out in article 7 (d).

(B) The purchase offer provided for the assumptions contemplated in the points (1) and (2) of the previous subparagraph (A) shall be limited to all the actions of the class D.

(C) The penalties provided for in Article 7 (h) shall be limited, in the case of the national State, to the loss of the right to vote, when the acquisition of the violation of Article 7 and in this Article has occurred free of charge or by effect of a de facto or legal situation in which the national State has not acted for the purpose and will to acquire actions above the established limit, except that as a result of such acquisition, the State has more than 49 or more In all other cases, sanctions under Article 7 (h) shall be applied without limitation.

(D) For the purposes set forth in this article and in Article 7 (e) and (f), the term "society" referred to in Article 7 (i), where relevant, includes any kind of entity an agency with respect to which the national State has a link between the characteristics described in that paragraph. The term "titles" used in this article shall have the scope provided for in Article 7(d). The term "acquisition of control" used by Article 7 applies to the acquisitions provided by the apart. A of this article with the exceptions, exceptions and regime established in this article 35.