ELECTRIC ENERGIA Decree 463/95 Ratifícanse Clauses of the Acta Agreement signed with the Province of Tucumán, which envisages the privatization of the hydroelectric generation activity currently under the responsibility of Water and Electrical Energy.

Bs. As., 12/9/95

VISTO Issue No. 750-002907/94 of the Register of MINISTERY OF ECONOMY AND PUBLIC SERVICES and the provisions of Law No. 23,696, its Rule Decree No. 1105 of 20 October 1989, and Laws No. 15,336, No. 24,065 and its Rule Decree No. 1398 of 6 August 1992 and

CONSIDERING:

That Act No. 24,065 divides the activity of the electrical industry into the generation, transport and distribution of electricity, determining its fundamental characteristics for the purposes of its regulation.

Within this framework it declares that the hydroelectric generation activity by WATER and ENERGIA SOCIEDAD OF THE STATE is subject to privatization.

That the NATIONAL STATE and the PROVINCIA OF TUCUMAN signed on 28 March 1995, an Agreement to carry out the integral transformation of the Electrical Sector of the Province, contemplating the privatization of the activity of generation, distribution, marketing and transport of electricity.

That, due to the characteristics of the activity declared subject to privatization and the precedents that exist in the Electrical Sector, it is advisable to adopt as a modality of privatization of the activity of generation linked to the HIDROELECTRICOS THE CADILLAL, ESCABA and PUEBLO VIEJO of WATER AND ELECTRIC ENERGIA SOCIEDAD THE STATE, that of forming an anonymous company, which will be the holder of the concession for the use of the hydroelectric power source.

That the NATIONAL STATE will make the call for tendering for the sale of the NOVENTA and OCHO BY SCIENTY (98 %) of the actions of the Concessionary Society, in accordance with the SEXTA Clause of the aforementioned Act.

That the participation of the TUCUMAN PROVINCIA in the share capital of the concessionary company will be of the TREINTA AND NEWS BY SCIENT (39 %) and the NATIONAL STATE will have an share of the CINCUENTA and NEW FOR SCIENTI (59 %).

That, pursuant to Chapter III of Law No. 23,696, the impact of a minority percentage of the shareholder package of the concessionaires ' company on the Participated Property Programme is foreseen, with time limits for its implementation and implementation.

As this mode of privatization constitutes an entrepreneurial reorganization that operates within the heritage of the NATIONAL STATE, which does not have profits, it is necessary to implement measures such as the remission of tax credits that affect it in order to avoid any fiscal impact on the present process, as well as to exempt, for the same purpose, the instruments that need to be developed for that purpose from the provisions of Article 2 of the Decree No. 114 of 29 January 1993.

That the NATIONAL EXECUTIVE POWER is entitled to the dictation of this act under the provisions of Act No. 23,696, by Article 11 of Act No. 15,336, by Act No. 24,065, by Article 114 of Act No. 24,156, by Article 59 of the Sealing Tax Act (t. 1986) and by Article 99 (1) of the NATIONAL CONSTITUTION.

That's why

THE PRESIDENT OF THE ARGENTINA NATION

RIGHT:

Article 1 las Ratifícanse the First, Second, Third, Fifth, Fifth, Second, Secondary, Second, Second and Secondary of the Act Subscribed Agreement between the NATIONAL STATE and the PROVINCIA of TUCUMAN, dated March 28, 1995, by which the Ecclesiastical Order is expected to present Art. 2o ). Dispose, for the purposes of the privatization of the hydroelectric generation activity linked to the HIDROELECTRIC COMPLEJOS THE CADILLAL, ESCABA and PUEBLO VIEJO, of WATER and ENERGY ELECTRIC ELECTRIC SOCIEDAD OF THE STATE, the constitution of the HIDROELECTRIC society TUCUMAN SOCIEDAD ANONIMA. Art. 3o . Approve the Societal Statute of HIDROELECTRICA TUCUMAN SOCIEDAD ANONIMA (HIDROELECTRICA TUCUMAN S.A.), which as Annex II is added to the present act of which it is an integral part.

Refer to the SECRETARIAT OF ENERGIA and COMMUNICATIONS of the MINISTERY OF ECONOMY AND ARTWORKS AND SERVICES PUBLICS have the power to amend the Statute before it is transferred to the Private Sector.

Art. 4o — See ENERGY SECRETARIAT and COMMUNICATIONS of MINISTERY OF ECONOMY AND ARTWORKS AND SERVICES PUBLICS to grant to the Society that is constituted by virtue of the provisions of the preceding article, by the term of TREINTA (30) years, the corresponding concession to generate electric energy linked to the works that make up the HIDROELECTRIC COMPLEJOS THE CADILLAL, ESCABA and PUEBLO VIEJO. In this regard, authorize the SECRETARY-GENERAL of ENERGY and COMMUNICATIONS of the MINISTERY OF ECONOMY AND ARTWS AND SERVICES PUBLICS to subscribe on behalf of and representation of the NATIONAL EXECUTIVE POWER, the concession contract to be awarded pursuant to the preceding paragraph. The concession contract to that end should provide that the hydroelectric activity will not be carried out in violation of the irrigation and domestic use of water. Art. 5o ). Determine that the Society whose constitution is established pursuant to Article 2 of this act shall be governed by this decree, by its Statute and as provided for in Chapter II, Section V, Articles 163 to 307 and concordants of Law No. 19.550 (t. 1984).

Until the Private Sector is transferred the package of shares of the aforementioned Society, the CINCUENTA AND NEW BY SCIENTY (59 %) of the shareholder plus the DOS per SCIENTO (2 %) belonging to the Participated Property Program will correspond to the NATIONAL STATE, and the TREINTA AND NEW FOR SCIENTY (39 %) to the TUCUMAN PROVINCIA. The SECRETARIAT OF ENERGY and COMMUNICATIONS of the MINISTERY OF ECONOMY AND ARTWS AND PUBLIC SERVICES will be the holder of the actions of ownership of the NATIONAL STATE and will exercise the corresponding corporate rights.

Art. 6th . The economic - financial, emerging results of the management of the goods belonging to HIDROELECTRICA TUCUMAN SOCIEDAD ANONIMA (HIDROELECTRICA TUCUMAN S. A.), will correspond to AGUA and ENERGIA ELECTRICA SOCIEDAD OF THE STATE until the time that the transfer to the Private Sector of the percentage of the share of the shareholder is specified with the Company.

Please, for the purposes set out in the preceding paragraph, that the transfer to the Private Sector shall be operated at the time when, those who are awarded the actions subject to the tender process that are carried out for the purpose of the privatization of the hydroelectric generation activity linked to the Company whose constitution is provided by the present decree, have made the payment of the portion of the price that the Pliego of Bases and Conditions provides in cash.

Art. 7o . Ordenase the protocolization of the constitutive record and of the Statutes of the Society which are established by this decree, as well as of any action that is necessary to elevate to public writing for the purposes of registration, through the General SCRIBANIA OF GOVERNMENT OF NATION, but that implies any erogation.

Please refer to Mr. SECRETARY for ENERGY and COMMUNICATIONS of the MINISTERY OF ECONOMY AND ARTWS AND PUBLIC SERVICES, to Mr.Interventor in WATER and ELECTRIC ENERGY SOCIEDAD OF THE STATE and/or to the officials who designate, to sign the corresponding public writings and to subscribe and integrate the original capital,

Art. 8o ). Authorize the respective Registration before the General INSPECTION OF JUSTICE and other relevant public records, of the instruments mentioned in Article 3, in order to accompany the publication of this act in the Official Gazette to the Article 10 of Law No. 19.550 (t. 1984). To this end, the SECRETARY for ENERGY and COMMUNICATIONS of the MINISTERY OF ECONOMY AND ARTWS AND PUBLIC SERVICES and the Lord Interventor in WATER AND ELECTRIC ENERGY SOCIEDAD OF THE STATE and/or the people they designate.

Invite the TUCUMAN PROVINCIA to adopt the same criteria.

Art. 9th . For the purposes of Article 42 of the Statute of the Society, the Constitution of which is provided for by this act, please refer to Mr.Interventor and Mr. Subinterventor or who performs similar functions in WATER and ENERGIA ELECTRICA SOCIEDAD OF THE STATE as titular and alternate members respectively in the Directory of the Society, who are exempt from providing the guarantee set out in Article 256 of Law 19.550. The members of the union shall be appointed on the proposal of the General SINDICATURA OF NATION. Art. 10. La The remuneration of the Directors and Trustees appointed for the period and in the manner defined in the preceding article shall be exclusively those who perceive for their status as public officials, in the terms of Law No. 22.790. Art. 11. a Add to SECRETARIAT OF ENERGIA and COMMUNICATIONS of the MINISTERY OF ECONOMY AND ARTWORKS AND SERVICES PUBLICS to determine the assets, liabilities, personnel and contracts corresponding to the business unit of the HIDROELECTRIC COMPLEJOS EL CADILLAL, ESCABA and PUEBLO VIEJO, which is defined in Article 2 of this act, of which the Society will be entitled to the purpose of developing the activity of generating electric energy linked to that business unit and to arrange for its transfer to such company.

In addition, please provide the Secretariat with the amount of the consequent increase in corporate capital.

Art. 12. a Authorize the SECRETARIAT of ENERGIA and COMMUNICATIONS of the MINISTERY OF ECONOMY AND ARTWORKS AND SERVICES PUBLICS to arrange for the transfer to the Society mentioned in the preceding article of the assets, liabilities, personnel and contracts to be determined as the property of the business unit mentioned in Article 2 of this act. Art. 13. a Add to SECRETARIAT OF ENERGIA and COMMUNICATIONS of the MINISTERY OF ECONOMY AND ARTWORKS AND SERVICES PUBLICS to approve the Restructuring and Reorganization of WATER and ELECTRIC ENERGY SOCIEDAD STATE resulting from the provisions of this act. Art. 14. . The SECRETARIAT OF ENERGY and COMMUNICATIONS of the MINISTERY OF ECONOMY AND ARTWS AND PUBLIC SERVICES, in its capacity as the Authority of Application, may delegate to the local authority referred to in Article 15(2) of Law No. 15,336 matters concerning the water office linked to the concession referred to in Article 4 of this act. Art. 15. al Facultase the MINISTERY OF ECONOMY AND ARTWORKS AND SERVICES PUBLICS to make the call to contest or tender, to prepare and subscribe all documents that are necessary for the purposes of the privatization of hydroelectric generation activity in the aforementioned business unit, by AGUA and ENERGIA ELECTRICA SOCIEDAD OF THE STATE and, in particular, make it possible for the Ministry to approve the Base and Conditions Formation to be applied to transfer to the Private Sector the majority package of the Society whose constitution is provided for in this act. Art. 16. . Facultase the MINISTERY OF ECONOMY AND ARTWS AND PUBLIC SERVICES to exercise the powers defined in Article 15 of Law No. 23,696, and 12, for the purpose of a better execution of the mode of privatization provided for in this Decree. Art. 17. . Explain to the Society whose constitution is provided for in the present act of payment of registration fees, fees, taxes and charges applicable to the instruments to be granted as a direct or indirect consequence of compliance with the provisions of this act and the Bases and Conditions to be approved in order to transfer to the Private Sector its shareholder package.

Invite the Province of TUCUMAN to adopt the same criterion in the provincial order.

Art. 18. . Explain the Seal Tax established by Article 2 of Decree No. 114 of 29 January 1993 to all acts or contracts by which the domain of property is transferred, which are held following the aforementioned corporate constitution or which are carried out on the basis of the privatization provided for by this act. Art. 19. de Please note that the corporate reorganization set out in the present decree lacks fiscal interest and provides for the referral of tax credits of any origin and nature of which national official bodies are responsible against WATER and ENERGIA ELECTRICA SOCIEDAD OF THE STATE with respect to the business unit composed of HIDROELECTRIC COMPLEMENTS THE CADILLAL, ESCABA and PUEBLO VIEJO, originated in facts, acts or operations that occurred on the basis of compliance with the provisions of this decree. Art. 20. ). Determine that the DOS BY SCIENTO (2 %) of the share capital of the Society whose constitution is available in this act, will be subject to the Participated Property Program and that it may be acquired, originally, the personnel of AGUA and ENERGIA ELECTRIC SOCIEDAD OF THE STATE that is subject to dependency relationship in HIDROELECTRICA TUCUMAN SOCIEDAD ANON. Art. 21. . Note for the implementation of the Participated Property Program among the employees of the Society whose constitution is provided by this decree, who meet the requirements of Article 22 of Law No. 23,696, a maximum period of UN (1) year, from the transfer of the shareholder of the said Company to the awarde. Acquiring employees who have opted to join the Participated Property Program shall sign within the specified time limit, the respective General Transfer Agreement in which the actions corresponding to the Program, representative of the DOS BY CIENTO (2 %) of the social capital of HIDROELECTRICA TUCUMAN SOCIEDAD ANONIMA (HIDROELECTRICA TUCUMAN S. A). Art. 22. El The time limit for adherence to the Program by the employees of the Society mentioned in the preceding article will be CIENTO OCHENTA (180) days, to be counted from the moment it defines the last paragraph of Article 6 of this act. Art. 23. . Contact the Bicameral Commission established by Article 14 of Law No. 23.696. Art. 24. El The present decree shall apply from the date of its dictation. Art. 25. . Communicate, publish, give to the National Directorate of the Official Register and archvese. . MENEM. . Carlos V. Corach. . Domingo F. Cavallo.

NOTE: This Decree is issued without annex I. Unpublished documentation can be consulted at the Central Headquarters of this National Directorate (Suipacha 767, Capital Federal).

Annex II

SOCIAL STATUS

HIDROELECTRICA TUCUMAN S. A.

PART I

NOMBRE, LEGAL REGIME, DEOMICILIO AND DURATION

ARTICLE 1 . The Society is called "HIDROELECTRICA TUCUMAN S. A. " and is constituted according to the regime established in Chapter II, Section V, Articles 163 to 307 of Law No. 19.550 (t. 1984) and the corresponding act of creation.

ARTICLE 2o la The legal domicile of the Society is fixed in the City of BUENOS AIRES, in the direction that the Board establishes. The legal domicile may not be transferred outside this city without the prior authorization of the SECRETARIAT OF ENERGIA and COMMUNICATIONS, and the TUCUMAN PROVINCIA.

ARTICLE 3o . The term of duration of the Society will be NOVENTA and NEW (99) years, counted from the date of registration of this Statute. This period may be reduced or extended by resolution of the Extraordinary Assembly.

PART II

SOCIAL OBJECT

ARTICLE 4o . The Society aims at the production of electricity and its commercialization in block by using the HIDROELECTRIC COMPLEJOS THE CADILLAL, ESCABA and PUEBLO VIEJO located in the Perimeter of concession that grants the NATIONAL EXECUTIVE PODER. In developing its activities it will meet the priorities set out in Article 15 of Law No. 15,336. The Society may undertake all such activities as may be necessary for the fulfilment of its social object, subjecting its action to the terms and limitations set out in Acts No. 15,336 and No. 24,065. To this end, you will have full legal capacity to acquire rights, to enter into obligations and to exercise all acts that are not prohibited by the laws, these Statutes, the decree by which this Society was constituted, the Pledge of Bases and Conditions of the International Public Competition for the Sale of the NOVTA and OCHO for the purpose (98 %) of the actions of HIDROELECTRICA TUCUMAN S.A.

PART III

AND ACTION

ARTICLE 5o . The initial social capital is of DOCE MIL PESOS ($ 12,000), represented by SIETE MIL OCHENTA (7.080) ordinary actions, nominative, not endosable Class "A", of UN ($ 1) PESO nominal value each and entitled to UN (1) vote for action, CUATRO MIL SEISCIENTOS

La SECRETARIAT OF ENERGIA and COMMUNICATIONS subscribes to and integrates into this event, SEIS MIL (6,000) Actions Class "A" and DOSCIENTS BARENTA (240) Class Actions "C", the TUCUMAN PROVINCIA subscribes and integrates CINCO MIL SEISCIENTAS CARENTA (5,640) THE STATE subscribes and integrates in its entirety into this act, CIENTO VEINTE (120) Actions Class "A".

On the date when the transfer of all the actions is perfected, the object of the International Public Contest for the Sale of the NOVENTA and OCHO by CIENTO (98 %) of the actions of HIDROELECTRICA TUCUMAN S. A. to the adjudicator, or prior to the same, the social capital will be increased in such amount that reflects the incorporation of the assets and liabilities that the SECRETARIA The increase in Capital will be represented by Class "A", "B" and "C" actions that will be issued in the proportion indicated in this article.

The Class "C" shares corresponding to the social capital of the Society, including those resulting from the so-called increase, representative of the DOS FOR SCIENT (2 %) of the social capital, will remain in the possession of the SECRETARIAT OF ENERGIA and COMMUNICATIONS until the Participated Property Programme provided for in Chapter III of Law No.23,696. The Class "C" shares for which your purchaser has completed the payment of the purchase price may become shares Class "B" if so decided by a Special Assembly of shareholders of Class "C", by simple majority of votes.

ARTICLE 6o acciones The issue of shares corresponding to any other increase in capital, as long as the conversion envisaged in the last paragraph of the preceding article has not been operated, it must be made in the proportion of CINCUENTA and NUEVE BY CIENTO (59 %) of shares Class "A", TREINTA AND NUEVE BY SCIENTO (39 %) of shares Class "B" and DOS CIENTO (2.

The shareholders Classes "A" and "B" shall have the right of preference and to increase in the subscription of the new actions that the Society issues, within its own Class and in proportion to their respective shareholders. The unsubscribed remnant may be offered to third parties.

As long as the Class "C" shares are not converted into Class "B" shares, in the face of an increase in capital, the Class "C" shares will be offered to the purchasing employees and, if there is a surplus, by priority order, to the other employees who have not entered the Prior Participated Property Program and to the Reserve, Guarantee and Reward Fund. Before offering third parties the Class "C" actions resulting from the increase, those who enjoy the right of preference in respect of this kind of actions, a period of SETENTA DOSCIENTS (270) days for their exercise.

ARTICLE 7 . The actions must always be scriptural. Actuaries and provisional certificates issued shall contain the provisions of Articles 211 and 212 of Act No. 19,550 (t. 1984).

ARTICLE 8 . The actions are indivisible. If there is co-ownership, representation for the exercise of rights and the fulfilment of obligations must be unified, without prejudice to the provisions regarding the actions of the Participated Property Programme.

ARTICLE 9o . Representative titles of more than one action can be issued. The limitations to the ownership and the transferability of the actions must be stated in the provisional or definitive titles that the Society issues, in particular the limitations that result from the Bases and Conditions of the International Public Contest for the Sale of the NOVENTA and OCHO by CIENTO (98 %) of the actions of HIDROELECTRICA TUCUMAN S. A.

ARTICLE 10. . The shareholders Class "A" will not be able to transfer or give in usufruct their shares during the first CINCO (5) years counted from the TOMA DE POSESION or SIGN IN VIGENCE without having the prior approval of the SECRETARIA DE ENERGIA and COMMUNICATIONS. The respective request shall indicate the name of the buyer or beneficiary of the restricted act, the number of actions to be transferred or given in usufruct, the price, and the other conditions of the operation. If within the ninety-nine days of the request for approval the SECRETARIAT OF ENERGIA and COMMUNICATIONS did not manifest, it will be understood that the request was approved. The limitations and procedures for the transfer contemplated in the International Public Contest for the sale of NOVENTA and OCHO by CIENTO (98 %) of the actions of HIDROELECTRICA TUCUMAN S. A will also apply.

ARTICLE 11. . Except the case expressly provided in the Pliego of the International Public Contest mentioned above, none of the actions of the Class "A" may be prepared or in any manner given in guarantee without having the prior approval of the SECRETARIA DE ENERGIA and COMMUNICATIONS. If within the TREINTA (30) days of the request for approval, the SECRETARIAT OF ENERGIA and COMMUNICATIONS did not manifest, it will be understood that the request was accepted.

Any transfer of actions, tax or clothing that is carried out in violation of the provisions of these Statutes shall be invalid.

ARTICLE 12. ). In the event of a moratorium on the integration of actions, the Society may take any of the measures authorized in the second paragraph of Article 193 of Law No.19.550 (T. 1984).

ARTICLE 13. . Within the framework of the Participated Property Programme referred to in Article 5, the Society shall issue, in favour of its employees in relation to dependency, whatever its hierarchy, Bonuses of Participation for the Staff in the terms of Article 230 of Law No.19.550 (t. 1984), in such a way as to distribute among the whole of the beneficiaries in proportional form, the MEDIO FOR SCIENTO (0.5 %) of the profits made by lawful. The bonds shall be distributed among employees on the basis of their remuneration, antiquity and family charges, as provided by the competent Public Authority. The share of the bonds shall be paid to the beneficiaries at the same time that the dividends are paid to the shareholders or that they are due to be paid if their distribution has been approved. The representative titles of the Staff Participation Bonuses should be handed over by the Society to its holders.

These Personal Participation Bonuses will be personal and intransferable and their title will expire with the extinction of the working relationship, whatever its cause, without giving it the right to grow the other Bonists.

The Society will issue a sheet numbered by each holder, specifying the amount of bonds that correspond to it; the title will be necessary to exercise the right of the bond holder. Each payment will be recorded in the body of the document. The terms of issuing the bonds will only be modified by the Special Assembly convened in the terms of Articles 237 and 250 of the Commercial Societies Act. The share of the holders of the bonds will be computed as expense and enforceable in the same conditions as the dividends.

PART IV

OF ACTIONISTIC SSAMBLES

ARTICLE 14. . The Ordinary or Extraordinary Assemblies will be convened by the Board or the Fiscal Commission in the cases provided for by law, or when any of these organs judge it necessary or when required by shareholders of any Class representing at least CINCO FOR SCIENTY (5 %) of the social capital. In the latter case the request will indicate the topics to be dealt with and the Board or the Fiscal Commission will convene the Assembly to be held within the maximum period of CUARENTA (40) days of receipt of the request. If the Board and the Fiscal Commission fails to do so, the call may be made by the authority of the Comptroller or judicially.

The Assemblies will be convened by publications during CINCO (5) days, with DIEZ (10) days in advance at least and no more than TREINTA (30) days in the Official Gazette, and in UNO (1) of the most widely distributed newspapers of the ARGENTINA REPUBLIC. The character of the Assembly, date, time and meeting place and the Agenda should be mentioned. The Assembly in the second call, for having failed the first, must be held within the TREINTA (30) following days, and the publications will be made by THREE (3) days with OCHO (8) at least in advance.

Both calls can be made simultaneously. In the event of a simultaneous call, if the Assembly was quoted for the same day, it should be at an interval not less than UNA (1 h.) time to the one set for the first.

The Assembly may be held without publication of the call when shareholders representing the totality of the social capital are assembled and decisions are adopted unanimously from actions entitled to vote.

ARTICLE 15. . When the Assembly should adopt resolutions that affect the rights of a Class of Action, the consent or ratification of this Class shall be required, which shall be provided in the Special Assembly governed by the rules laid down in these Statutes for the Ordinary Assemblies.

ARTICLE 16. La The constitution of the Ordinary Assembly in first call requires the presence of shareholders representing the majority of shares entitled to vote.

In the second convocation, the Assembly shall be deemed constituted regardless of the number of actions entitled to vote. Resolutions in both cases will be made by the absolute majority of the votes present that may be issued in the respective decision.

ARTICLE 17. La The Extraordinary Assembly meets in first call with the presence of shareholders representing the SETENTA FOR SCIENT (70 %) of shares entitled to vote.

In the second call, the participation of shareholders representing the TREINTA and CINCO per CIENTO (35 %) of shares with the right to vote is required.

The resolutions in both cases will be made by the absolute majority of the votes present that may be issued in the respective decision. When it comes to the extension, reconduction, public offer or withdrawal of the contribution of the shares that make up the capital of the Society, fundamental change of the object, total or partial reintegration of the capital, merger or split, even in the case of being an incorporated company, or of the termination or resolution of the Contract of Concession granted to the Society, both in first and second call, the resolutions will be adopted by the vote of the OCHENTA plural.

ARTICLE 18. Toda Any reform of statutes must be approved by the SECRETARIAT OF ENERGIA and COMMUNICATIONS, and the Assembly must consider and approve the reform "ad referendum" of the Secretariat. If within the ninety-nine days of the request for approval, the SECRETARIAT OF ENERGIA and COMMUNICATIONS shall not be manifested, it shall be understood that the request was approved.

Until such authorization is granted, the resolution adopted by the Assembly will not be effective against the Society, partners and/or third parties.

ARTICLE 19. . To attend the Assemblies, shareholders must submit communication to the Society for registration in the Assemblies Assistance Book, with THREE (3) business days in advance, at least to the date set for the Assembly. The shareholders may be represented by president, in accordance with Article 239 of Law No.19.550 (t. 1984).

The Assemblies shall be presided over by the President of the Board or its substitute; in its absence, by the person who designates the respective Assembly. When they are summoned by the judge or the authority of the Comptroller, they shall be presided over by the official they determine. The Special Assemblies shall, as applicable, be governed by the provisions of this Title, and subsidiarily by the provisions contained in Act No. 19.550 (T. 1984).

PART V

OF ADMINISTRATION AND REPRESENTATION

ARTICLE 20. La The Society Administration will be in charge of a Directory composed of SIETE (7) Headlines and SIETE (7) Alternate Directors, who will replace the headlines exclusively within their own Class and in accordance with the order of their designation. The term of your choice is from UN (1) exercise. The shareholders of Class "A", both in Ordinary Assembly and in Special Shareholders, will have the right to choose CUATRO (4) Headlines and CUATRO (4) alternates.

The shareholders of Class "B", both in Ordinary Assembly and in Special Shareholders, will have the right to choose DOS (2) Headlines and DOS (2) alternates.

The Class "C" shareholders will have the right to choose UN (1) Director and UN (1) Deputy Director. This right shall be maintained as long as the share of ownership assigned to the Participated Property Programme does not decrease in more than one ACCENT (40 per cent) in accordance with article 18 of Decree 584 of 1 April 1993.

ARTICLE 21. Los Headlines and alternate directors will remain in their positions until their replacements are appointed.

ARTICLE 22. . At its first meeting after the meeting of the Assembly that renews the members of the Board, the Board shall designate from among its members UN (1) President and One (1) Vice-President.

ARTICLE 23. . If the number of vacancies in the Directory does not appear validly, even if the total number of alternate directors of the same class has been incorporated, the Fiscal Commission shall designate the substitutes, who shall serve until the election of new holders, for which purpose it shall be called to the Ordinary Assembly or Class, as appropriate, within the 10 days of the appointments made by the Fiscal Commission.

ARTICLE 24. . In guarantee of the performance of their duties, the Directors will deposit the sum of MIL PESOS ($ 1,000) in cash or securities, which will be deposited in the Society until TREINTA (30) days after the management of the same is approved. This amount may be modified in the terms and conditions set by the Assembly.

ARTICLE 25. . The Directory will meet at least one (1) time per month. The President or the person who replaces him or her will be able to convene meetings when he or she considers it appropriate or when requested by any Director or the Fiscal Commission. The call for the meeting will be made within the CINCO (5) days of receipt of the order; in its absence, the call may be made by any of the Directors.

The Board meetings shall be convened in writing and notified to the address denounced by the Director at the Society, with an indication of the day, time and place of celebration, and shall include the topics to be dealt with; topics not included in the call may be discussed if the presence of all its members is verified and the inclusion of the topics proposed is approved by the unanimous vote of those.

ARTICLE 26. El The Directory will session with the presence of the absolute majority of the members who make it and will take resolutions by a majority of votes present.

ARTICLE 27. . The Vice-President will replace the President in the event of resignation, death, inability, inability, temporary or definitive removal or absence of the latter, a new President must be elected within the TEN (10) days of the cow.

ARTICLE 28. La The appearance of the Vice-President to any of the administrative, judicial or corporate acts requiring the presence of the President entails the absence or impediment of the President and compels the Society, without any communication or justification.

ARTICLE 29. . The Board has the broadest powers and powers for the organization and administration of the Society, without other limitations than those resulting from the law, the Decree that constituted this Society, the concession that is granted to this Society and the present Statute.

It is empowered to grant special powers, in accordance with Article 1881 of the Civil Code, to operate with official or private credit institutions, to establish agencies, branches and any other kind of representation within or outside the country; to grant one or more persons, judicial powers, including to criminally complain, with the object and extension that it deems appropriate; to appoint managers and employees, to establish their retribution, to remove them and to give them the appropriate powers; The legal representation of the Society shall be exercised indistinctly by the President and the Vice-President of the Board, or its substitutes, who may absolve positions in judicial, administrative or arbitral headquarters; this, without prejudice to the authority of the Board to authorize such acts to other persons.

ARTICLE 30. ). The remuneration of the members of the Board shall be fixed by the Assembly, having to conform to the provisions of Article 261 of Law 19.550 (T. 1984).

ARTICLE 31. El The President, the Vice-President and the Directors will respond personally and in solidarity to the poor performance of their functions. Those who had not participated in the deliberation or resolution, and those who had participated in the deliberation or resolution or met it, shall be exempt from responsibility, shall make written record of their protest and report to the Fiscal Commission.

PART VI

OF FISCALIZATION

ARTICLE 32. . The control of the Society will be exercised by a Fiscalizing Commission composed of THREE (3) Headlines that will last one (1) exercise in their functions. TRES (3) Supplementary Syndrome shall also be appointed to replace the holders in the cases provided for in Article 291 of Law No.19.550 (T. 1984).

The incumbent and alternate syndicates will remain in their positions until their replacements are appointed. The shareholders of Class "A", shall have the right to choose DOS (2) Title and DOS (2) Supplementary Syndicates and shareholders of Class "B" and "C" considered to that effect only as belonging to a single class of shares, shall have the right to choose A (1) Title Syndicate and A (1) Supplementary Syndicate.

ARTICLE 33. La The Fiscalizing Commission will meet at least UN (1) time a month; it will also be quoted at the request of any of its members or of the Board, within the CINCO (5) days of making the request to the Chairman of the Fiscalizing Commission or the Board, as appropriate.

All meetings shall be notified in writing to the domicile that each Syndicate indicates when assuming its functions.

The deliberations and resolutions of the Fiscalizing Commission shall be transferred to a record book, which shall be signed by the Trustees present at the meeting.

The Procurator ' s Commission shall secede with the presence of its THREE (3) members and adopt resolutions by a majority of votes, without prejudice to the rights conferred by the law on the dissident Syndicate.

It will be presided by one of the Synods, chosen by majority of votes at the first meeting of each year on that occasion will also be chosen as a substitute for the case of vacance for any reason. The President represents the Fiscal Commission to the Board.

ARTICLE 34. ). Remuneration of the members of the Fiscalizing Commission shall be fixed by the Assembly, having to conform to the provisions of Article 261 of Law No. 19.550.(t. 1984).

PART VII

BALANCES AND ACCOUNTS

ARTICLE 35. El The social exercise will close on December 31 of each year. To that date, the Inventory, the General Balance, the State of Results, the State of Evolution of the Neto Heritage and the Memory of the Directory will be made in accordance with the legal requirements, statutory provisions and technical norms in the field.

ARTICLE 36. Las Liquid and realized utilities will be distributed as follows:

(a) CINCO BY CIENTO (5 %) until reaching the VEINTE BY CIENTO (20 %) of the capital subscribed at least for the legal reserve fund.

(b) Remuneration of the Board members, and of the Fiscalizing Commission, within the limits set by Article 261 of Law No.19.550 (t. 1984).

(c) Payment of participations in the Staff Participation Bonuses.

(d) Voluntary reservations or forecasts that the Assembly decides to constitute.

(e) The remnant that turns out will be divided as dividend of shareholders, whatever their Class.

ARTICLE 37. . The dividends will be paid to shareholders in proportion to their respective shares, within the THREE (3) months of their approval.

ARTICLE 38. Los The cash dividends approved by the Assembly and not charged prescribe in favor of the Society after three (3) years after making them available. In such cases, they shall include a special reservation, from which the Directory may be available.

PART VIII

OF THE LIQUIDATION OF SOCIEDAD

ARTICLE 39. ). The liquidation of the Society, whatever its cause, shall be governed by Chapter I, Section XIII, Articles 101 to 112 of Law No.19.550 (T. 1984).

ARTICLE 40. La The liquidation of the Society will be carried out by the Board or the liquidators designated by the Assembly, under the supervision of the Fiscal Commission.

ARTICLE 41. El The remnant, once the liability has been cancelled, and the liquidation costs, will be distributed among all shareholders, without distinction of classes or categories, and in proportion to their holdings.

PART IX

TRANSITORY CLAUSULATIONS

ARTICLE 42. . Until the NATIONAL EXECUTIVE PODER transfers the ownership of the actions object of the contest to the awarde of the International Public Contest for the sale of the NOVENTA and OCHO by SCIENTO (98 %) of the actions of HIDROELECTRICA TUCUMAN S. A., the Directory and the Syndicature of the Society will be unipersonal and will be composed of One (1) holder and one (1) alternate.

ARTICLE 43. . As long as the Class "C" actions are owned by the National State by the incumbent and alternate Syndicate, who as a class right they have, will be appointed by the General SINDICATURA OF NATION or by the agency that replaces it.