Bs. As., 12/11/96
VISTO is requested by the NATIONAL COMMISSION ON ATOMIC ENERGY, and
That one of the objectives of public sector reform is to equip the NATIONAL STATE divisions of an organization that places them in a position to act with the level of efficiency and agility appropriate to the current circumstances.
The NATIONAL STATE reserves for itself the control, regulation and promotion of nuclear activities. Within these activities, the irrenunciable powers of the NATIONAL STATE, of the productive or operational functions must be distinguished.
That the significance and diversity of activities covered by the NATIONAL COMMISSION ON ENERGIA ATOMICA, make it advisable to optimize the use of resources and achieve greater efficiency in obtaining useful results to society.
The supply of fuels to NUCLEARES ATUCHA I, EMBALSE And ATUCHA II and radioisotope research and production reactors for which the production of critical inputs should be ensured, in particular the provision of natural or enriched uranium dioxide.
That in that regard it becomes indispensable that the operational and productive activities of the CICLE DE COMBUSTIBLE AREA of the NATIONAL COMMISSION OF ENERGIA ATOMICA, unfold within a legal structure that allows you to operate smoothly, to better meet the objectives assigned by the NATIONAL EXECUTIVE PODER.
That the regime of the anonymous society is an appropriate instrument to equip the aforementioned activities of the NATIONAL COMMISSION OF ATOMICA ENERGY with the appropriate operational agility and to allow the participation of private capital.
That the overall objective of the adequacy of the NATIONAL COMMISSION ON ATOMICA ENERGY, starting with Decree No. 1540/94, is to achieve a functioning of the productive activities in line with the economic transformations proposed by the NATIONAL GOVERNMENT.
What is convenient, based on the objectives sought, to transform the current operational and productive activities of the COMBUSTIBLE AREA of the NATIONAL COMMISSION OF ENERGIA ATOMICA in anonymous society.
That the incorporation of private capital into nuclear activities is being successfully implemented and it is appropriate to extend it to other areas of the above-mentioned productive sectors, for which it is necessary to define the rules governing their participation.
That the proposed transformation tends to preserve the integrity of the country ' s nuclear activities, achieved through CUARENTA and CINCO (45) years of effort, in order to consolidate and develop them according to current management guidelines.
That the process of transformation should be based on legal norms that guarantee equity, effectiveness and transparency.
That the rule in this decree has a significant political significance for being strictly concerned with nuclear energy.
That the measure provided falls within the powers granted to the NATIONAL EXECUTIVE POWER by Article 99, Subparagraph 1) of the NATIONAL CONSTITUTION, Law No. 23,696 and Article 59 of the Sealing Tax Act (T. 1986 and its amendments).
THE PRESIDENT OF THE ARGENTINA NATION
RIGHT:Article 1 s Disposal the transformation of the operational and productive sectors of the COMBUSTIBLE AREA of the NATIONAL COMMISSION OF ATOMICA ENERGIA in DIOXITEK SOCIEDAD ANONIMA, in order to ensure the production of natural and enriched uranium dioxide, the supply of fuel elements to NUCLEARES ATUCHA I, ATUCHA II and EMBALSE CENTRALES and to the radioisotope research and production reactors can be guaranteed. Determine that the Society whose constitution is available shall be governed by the Statutes which are approved as Annex I to the present, and as provided for in Chapter II, Section V, Articles 163 to 307 and concordants of Law No. 19.550 (T. 1984). Art. 2o DE Delay yourself in the NATIONAL COMMISSION OF ENERGIA ATOMICA, the powers necessary to execute, on behalf of and on behalf of the NATIONAL EXECUTIVE POWER, acts leading to the implementation of the global transformation plan approved by this decree. Art. 3o a Authorize the NATIONAL COMMISSION OF ENERGIA ATOMICA to propose the necessary budgetary adjustments and redistributions, to integrate the corporate capital of the Anonymous Society that is created by the present, in accordance with the existing rules on budgetary modifications. Art. 4o , In DIOXITEK SOCIEDAD ANONIMA, the NATIONAL COMMISSION OF ENERGIA ATOMICA will be the holder of class actions "A", by a TREINTA AND OCHO FOR SCIENT (38 %) of the Social Capital. NUCLEAR MENDOZA SOCIEDAD DEL ESTADO will be the holder of class actions "B", by a UNO FOR SCIENT (1 %) of the Social Capital. The class actions "C", by a CINCUENTA AND ONE BY CIENTO (51 %) of the Social Capital are subject to privatization. Until such time as the latter are deprived, they will be the holder of the NATIONAL COMMISSION OF ATOMICA ENERGIA who will exercise the corporate rights. The "D" class actions, for a TEN BY SCIENTO (10 %) of the Social Capital will be acquired within the Participated Property Program (Article 21, Law No. 23.696). Until the transfer is made, the NATIONAL COMMISSION OF ATOMICA ENERGIA will be the holder of the corporate rights. Art. 5o . 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. Please refer to the holder of the NATIONAL COMMISSION OF ATOMICA ENERGIA or to the official in which he delegates, to sign the corresponding public deeds and to subscribe and integrate the initial capital with the powers to perform all those acts that are necessary for the formation and commissioning of the Society. Art. 6th ). Please refer to the corresponding registration before the General INSPECTION OF JUSTICE and other relevant Public Records, in order to accompany the publication of this act in the Official Gazette to the provisions of Article 10 of Law No. 19.550 (t. 1984). Art. 7o El The Board of Directors of the Society whose constitution is provided by this act, until it is deprived, will be composed of THREE (3) Directors and THREE (3) Supplements to be appointed by the Assembly of Shareholders on the proposal of the NATIONAL COMMISSION OF ATOMICA ENERGY in its capacity as holder of class shares "A" and UN (1) Director Title and UN (1) Suplente by class shareholders "B". At the time of the transfer of the shares of the "D" Class, the latter will be added to the latter UN (1) Director and UN (1) Suplente por dicha Clase de acciones. These Directors are exempt from providing the guarantee set out in Article 256 of Law No. 19.550 (t. 1984). Art. 8o La The NATIONAL COMMISSION OF ATOMICA ENERGY is authorized to transfer to DIOXITEK SOCIEDAD ANONIMA the assets and contracts linked to the COMBUSTIBLE CYSICAL AREA. You may also transfer corporate shares of your ownership. Add to the NATIONAL COMMISSION OF ENERGIA ATOMICA to determine the value of the assets transferred for the purpose of defining the capital of the Society according to the emerging criterion of Article 96 of Law 24.065. Art. 9th . Also transfer to the aforementioned Society, depending on its operational needs, the personnel currently in the AREA CICLO DE COMBUSTIBLE of the NATIONAL COMMISSION OF ATOMICA ENERGIA, whose list will be determined by Resolution of that Agency. The transfer of such personnel from other areas of the NATIONAL COMMISSION ON ATOMIC ENERGY may also be made available, which later analyses show that they are suitable for the management of the society constituted by this act. Art. 10. . The hierarchical or highly qualified staff of the NATIONAL COMMISSION ON ATOMIC ENERGY, to be performed in society, may be framed as provided for in Article 13, Subparagraph II, Subparagraph I (e), of Decree No. 3413 of 28 December 1979, where the reasons for the service make it appropriate. Art. 11. La NATIONAL COMMISSION OF ENERGIA ATOMICA may modify the capital of the Society by incorporating other assets of its ownership, which is convenient to link to the development of the activities. The increase in corporate capital will be assessed on the criteria set out in Article 96 of Law No. 24.065. Art. 12. todos All the documentary, legal and accounting requirements established in the Resolution of the General INSPECTION OF JUSTICE No. 6 of 24 December 1980 on the registration of the capital increases of the Society as a result of the provisions of this act. Art. 13. . 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. 14. . The Society created by this act will develop its nuclear activities subject to the laws and decrees in force in the matter, and to the rules, requirements and conditions of the licences, permits or authorizations issued by the NATIONAL ENTER NUCLEAR in accordance with its powers and competence in radiological and nuclear safety, safeguards and physical protection. Art. 15. s The activities of the CICLO DE COMBUSTIBLE AREA carried out by the Society established pursuant to Article 1 of the present, in direct or associated with other entities, are subject to privatization in their different aspects under the following guidelines:
(a) NATIONAL STATE through NATIONAL NATIONAL REGULAR NUCLEAR, reserves the functions of regulation and control of nuclear activities that take place throughout the territory of the ARGENTINA REPUBLIC or under its jurisdiction or control.
(b) The NATIONAL COMMISSION OF ENERGIA ATOMICA will be the Authority for the Implementation of such privatization.Art. 16. . Please notify the HONORABLE CONGRESS of the NATION of the provisions of Article 15 of this Decree for the purpose of its approval by parliamentary procedure of preference. Art. 17. . Communicate, publish, give to the National Directorate of the Official Register and archvese. . MENEM. . Jorge A. Rodriguez. Susana B. Decibe. . Roque B. Fernández.
DIOXITEK SOCIEDAD ANONIMA
PART I - DENMINATION
ARTICLE 1 O DIOXITEK SOCIEDAD ANONIMA, originated in the transformation of operational and productive sectors of the COMBUSTIBLE AREA of the NATIONAL COMMISSION OF ENERGIA ATOMICA shall be governed by Act No. 19.550, Chapter II, Section V, Articles 163 to 307 (T. 1984), other applicable legal and regulatory rules and the present Statute.
ARTICLE 2o . The legal domicile of the Society is fixed on Avenida del Libertador 8250 de la Ciudad de Buenos Aires, without prejudice to which it may establish regional administrations, delegations, branches, agencies or any kind of representation within or outside the country.
ARTICLE 3o . The term of duration of the Society is established in CIEN (100) years since the registration of its Statute in the Public Registry of Commerce.
PART II - OBJECT
ARTICLE 4o O DIOXITEK SOCIEDAD ANONIMA will aim to carry out by itself, through third parties or associated with third parties, the supply of uranium dioxide, natural or enriched, for the manufacture of fuels for nucleoelectric plants and research reactors, performing the actions necessary to keep optimized the technologies associated with the fuel cycle, the formation of human resources, as well as the industrialization, transport and marketing of the resulting products, direct or importing them In order to better meet these objectives, it may be established, associated with or participating in private societies or any other legal framework.
ARTICLE 5o : To fulfill its object the Society may:
(a) 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, give them a guarantee and encumber them, including with garments, mortgages or any other real right and constitute bonds on them, associate with persons of visible or legal existence, conclude contracts of accidental company or
(b) To conclude all types of contracts and to enter into obligations, including borrowing other obligations, with official or private banks, national or foreign, international credit agencies and/or any other kind, to accept appropriations, commissions and/or mandates and to grant them, to grant commercial credits linked to their turn.
(c) To emit, in the country or abroad, after a resolution of extraordinary assembly, musttures, negotiable obligations, and other debts in any currency with or without a security right, special or floating.
(d) To carry out all kinds of legal acts and operations whatever their legal, even financial, character, that they do to the object of the Society, or are related to it, since, for the purpose of fulfilling its object, the Society has full legal capacity to acquire rights, to undertake obligations to give and receive subsidies and to exercise acts that are not prohibited by the laws or by this Statute.
PART III - CAPITAL - ACTION
ARTICLE 6 ). The Social Capital is fixed in the sum of MIL PESOS SETECIENTOS ($ 700,000). Capital may be increased to its quantum by decision of the Ordinary Assembly, pursuant to Article 188 of Law No. 19.550, not governing such a limit if the Society is authorized to make public tender 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, and may delegate to the Board the authority to set the time of emissions, as well as to determine the form and conditions of payment of the actions, and may also make any other delegation admitted by law.
ARTICLE 7o . The Social Capital is represented by SIETE MIL (7000) shares of CIEN PESOS ($ 100) of nominal value each. The actions will be ordinary and nominative, not endosable, transferable only after unanimous authorization of the Board. Each action shall be entitled to one vote. The actions of Class "A" shall be subscribed in full by the NATIONAL COMMISSION OF ATOMICA ENERGY and also the actions of Class "C" and Class "D" until the transfer of the same is made to those who are awarded. The actions of the Class "B" will be subscribed by NUCLEAR MENDOZA SOCIEDAD DEL ESTADO. The Class "D" shares will be acquired within the Participated Property Program (Article 21, Law No. 23.696). In the event that the Board unanimously authorizes the transfer of all or part of the actions of the Class "B", or of the Class "C", to equal conditions with the eventual third parties concerned, the other partners of the Society, to prorrata, in proportion to their respective holdings of shares, and with the right to increase, in the same proportion on the part of the liquified one by which the other partners not authorized Only the party by which, ultimately, the right of preference is not exercised shall be transferred to third parties, whose incorporation into the Society shall be approved by the Board unanimously. All these mentions will be transcribed into actions. The Society in future capital increases may issue preferred actions without a vote. Both actions and provisional certificates issued shall contain the mentions of Article 211 of Law No. 19.550 and shall be signed in accordance with Article 212 of the Act. The Society may issue representative global certificates of more than one action.
ARTICLE 8 ). Ordinary actions will be divided into the following classes and proportions: Class "A" the TREINTA AND OCHO BY SCIENT (38 %), Class "B" the UNO by SCIENTO (1 %), Class "C" the CINCUENTA AND ONE BY SCIENTY (51 %) and Class "D" the TEN (10 %). The holders of each kind of stock shall, in the same proportion established here, subscribe and integrate the successive extensions of the Social Capital that may be available. This mention will be transcribed in actions.
ARTICLE 9o . When it occurs mora in the integration of the Capital, the Directory will intimate the partner in arrears to integrate it within a not greater period of TREINTA (30) days, with the acrecidas that correspond. Its non-compliance will result in any of the consequences provided for in Article 193 of Law No. 19.550, as decided by the Board. If the expiry or sale of the subscription rights in arrears is available, the actions involved will be offered to the other partners, who may subscribe them in proportion to their respective participations in the conditions of Article 8 of this Statute, within a not greater period of TREINTA (30) days after the Board informed them of the fact. Only if the remaining partners did not make use of this preference will the directory proceed to the sale to third parties.
PART IV - NEGOTIABLE OBLIGATIONS
ARTICLE 10. La The Ordinary Assembly will decide on the issue of negotiable obligations, and may delegate in the Directory, all or some of the emission conditions.
PART V - DIRECTION AND ADMINISTRATION
ARTICLE 11. La The management and administration of the Society will be in charge of a Directory consisting of NUEVE (9) members, who will be appointed: THREE (3) holders and THREE (3) alternates for the actions of the Class "A"; UN (1) holder and UN (1) alternate for the actions of the Class "B"; CUATRO (4) holders and CUATRO (4) alternates for the actions of the Class "C", UN (1) holder and UN (1) subs Supplementary Directors may be appointed to fill the vacancies of the holders when they occur, either by absence, resignation, licence, inability, inability, or death, upon acceptance by the Board of the replacement case when it is temporary. Until the transfer of the Class "C" and Class "D" shares is made to the awardee, the Board will be composed of the members of the Classes "A" and "B".
ARTICLE 12. La The election of the Directors of each category shall be made by the shareholders of the same by independent vote within the General Assembly. In the event of the absence or impediment of the Headmasters by a class of actions, they may only be replaced by the alternates chosen by the same kind of actions. The Directors at their 1st meeting should designate UN (1) President and UN (1) Vice-President to replace the first in case of absence or impediment. The President and the Vice-President shall be elected from among the Directors of Class "A". The Board works with the presence of SEIS (6) of its members and resolves by more than half of the votes present, having the President or who replaces it with decisive vote in the event of a tie. All resolutions will be settled in a Book of Acts. The Directors may be represented at the Board meetings by another Director, through a letter of power, without prejudice to the full maintenance of the headlines. The Supplementary Directors shall replace in the event of absence, even simple, the respective holders, when they have been fervently convened and do not attend the meeting or use the right to be represented by another Director. The Board shall be cited in a fruitful and timely manner, except in cases of urgency. The time and date of the next meeting will usually be set at each meeting. In the emergency meetings without prior quoting, the presence of at least UN (1) Director of Class "A" should be counted to take decisions that require unanimity, or upon approval by the Directors of Class A. The Directory will meet at least once every THREE (3) months or when requested by THREE (3) of its members at least or any of the Trustees. Without prejudice to the maintenance of the quorum and majority necessary for the Board resolution, for the approval of the detailed points below, the presence of UN (1) Director of Class "A" of actions is required, who or who shall expressly approve them.
(a) Conduct of technical assistance contracts with entities, companies or contracts that affect essentially and relate to the specific manufacturing process. In order to determine whether it is one such case, one of the Directors of the Actions Class "A" will be notified of the decision to hire technical assistance and the Directors of the Class "A" actions will have to pronounce, within DOS (2) working days on whether it is an assumption that essentially affects the above-mentioned manufacturing processes. In the event of silence it will be considered that it is not one of such assumptions.
(b) Commitments for the provision of nuclear inputs.
(c) Purchase, sale, marketing, transfer or transfer of technology.
(d) Purchase of goods and services from the fuel cycle and related supplies abroad.
(e) Allocation of funds for research, development and choice of projects.
(f) Fixing the organizational structure of the Society to the level of Managers even with dispensing of the designations.
(g) Disposal of goods that are in service affect the production of the Society.
(h) Participation of the Society in other societies or consortiums.
(i) Presentation, promotion and/or development by the Society of new activities in the country or abroad.
(j) Recruiting technologies related to the new activities referred to in subparagraph (i) above.
(k) Designation and replacement of the Quality Assurance Officer and those responsible for the sectors that make compliance with the international commitments made in the nuclear area by the ARGENTINA REPUBLIC.
(l) Designation and removal of the Production Manager and General Manager.
(ll) Establish the basic lines for the preparation and approval of the annual economic budget and the profit and losses account at the beginning of each year.
(m) Contracts under which the Society, acting on its own behalf and on its own behalf, assumes responsibility as a principal contractor in works or activities of magnitude related to the provision of turnkey supplies or facilities.
(n) Inclusion of any of the issues set out in this Article in the Order of the Day of the respective General Assemblies.
ARTICLE 13. . If the number of vacancies in the Directory does not validly sessitize even with the Supplementary Directors, the Trustees shall designate prospective directors whose terms of reference will extend until the election of new Directors by the Assembly.
ARTICLE 14. El The Vice-President shall replace the President in case of resignation, death, incapacity, inability, removal or temporary or definitive absence of the latter. In all cases, except in temporary absence, the Board shall elect a new President within the SESENTA (60) days of the cow.
ARTICLE 15. El The Directory will be with the presence of the President or who replaces it and with the majority of the members who integrate it, adopting its resolutions by the vote of the majority of those present and in accordance with Article 12. For the purpose of acquitting positions, recognizing documents in trials, inquiring or declaring in administrative proceedings, the Society may be represented by any Director, Manager or A-Power, duly instituted.
ARTICLE 16. El The Board shall have broad powers to organize, direct and administer the Society, without other limitations than those resulting from the laws applicable to it, the present Statute and the Assemblies Agreements, corresponding to it:
(a) Exercising the legal representation of the Society through the President or the Vice-President, if any, without prejudice to the general and special mandates granted by which such representation may be exercised by third parties, if so provided by the Board.
(b) Confer special powers, including those listed in Article 1881 of the Civil or General Code, as well as to criminally complain and revoke them when they believe it necessary.
(c) Buy, sell, assign, exchange and give or take in asdato all kinds of movable and immovable property, commercial and industrial establishments, aircraft, rights, including trademarks, invention patents and technologies, constitute servitudes, as an active or passive subject, mortgages, garments or any other real right and, in general, perform all other acts and hold, within or outside the country, contracts that are binding,
(d) To associate with other persons of visible or legal existence, in accordance with the existing legislation and to conclude with them contracts of accidental society or in participation, or of transient union of companies, for the realization of one or more specific businesses or operations or of groupings of entrepreneurial collaboration.
(e) Bring to the national or foreign authorities whatever is necessary for the fulfilment of the purpose of the Society and coordinate its activities and operations with other visible or legal persons.
(f) To approve the staffing of staff, make permanent or temporary appointments and establish their retributions, provide promotions, passes, transfers and relocations and apply the penalties that may correspond, and may delegate some of these powers to the General Manager.
(g) Prior to the resolution of the Assembly, issue within or outside the country, in national or foreign currency, musttures, negotiable obligations and other debt instruments with a security right, special or floating, in accordance with the applicable legal provisions.
(h) Translating all kinds of issues judicially or extrajudicially, engaging in arbitrators or friendly commissars, promoting and answering all kinds of judicial and administrative actions and assuming the role of a criminal or correctional complaint, granting all kinds of bails and extending jurisdictions within or outside the country, waiving the right to appeal or accruing, acquitting or opposing positions in trial, making novations, granting or waiting.
(i) Conduct all types of operations with banks and official, private or mixed financial entities of the country or abroad.
(j) Carry out operations and hire loans, loans and other obligations with official or private banks, international credit institutions and agencies or any other kind, persons of visible or legal existence, the country or abroad.
(k) 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.
(l) To approve and submit to the Assembly for consideration the report, inventory, general balance and state of results of the Society, proposing annually the destination of the profits of the Exercise.
(ll) To approve the contracting regime of the Society, which will ensure the attendance of offenders, transparency and publicity of procedures.
(m) To have, if it deems appropriate and necessary, the creation and integration of the Executive Committee, to establish its functions and limits of its performance within the powers granted by this Statute and to dictate its Internal Regulations.
(n) To resolve any doubt or question that might arise in the application of this Statute, for which purpose the Board is vested with wide powers without prejudice to giving account, in due course, to the Assembly.
(in) Dictate your own Internal Regulations.
(o) Request and maintain the contribution, in exchanges and markets of national and international values, of their actions.
The above enumeration is declarative and non-binding and, consequently, the Board has all the powers to administer and dispose of the goods of the Society and to hold all acts that they do to the social object, except the exceptions provided for in this Statute, including by specially appointed agents, for purposes and with the scope of powers that, in each particular case, be determined.
ARTICLE 17. , They are the powers and duties of the President or, as appropriate, the Vice-President:
(a) To exercise the legal representation of the Society in accordance with Article 268 of Law No. 19.550 and to comply with the laws, the present Statute and the resolutions adopted by the Assembly and the Board.
(b) To convene and chair meetings of the Board with a vote in all cases and double vote in the event of a tie.
(c) To execute, in the event that reasons of emergency or necessity, peremptory render impracticable the citation of the Board, the acts reserved therein, without prejudice to its obligation to report at the first meeting to be held.
(d) Sign letters of exchange as a booker, acceptant, endosante and avalista, release and endosar cheques and grant payment and other circulatory titles and trade papers against funds of the Society, without prejudice to the delegations of signatures or powers that the Board has conferred.
PART VI - FISCALIZATION
ARTICLE 18: The control of the Society will be exercised by a Fiscalizing Commission composed of THREE (3) Summary and THREE Synods (3) Supplementary Syndrome, UN (1) Title and One (1) Supplement shall be appointed by the General SINDICATURA OF NATION and DOS (2) Titles and DOS (2) Supplements by the Class "A" actions. The synods shall be appointed by the Assembly for a period of THREE (3) exercises that may be re-elected indefinitely and shall have the powers set forth in Act No. 19.550 and in the existing legal provisions.
PART VII - GENERAL ASSEMBLY
ARTICLE 19. . Ordinary or Extraordinary Assembly shall be convened, as appropriate, to consider matters set out in Articles 234 and 235 of Law No. 19.550. the calls shall be made in accordance with the existing legal provisions.
ARTICLE 20. . Shareholders can be represented in the act of the Assembly in question, by granting a mandate in private instrument with their signature certified in judicial, notarial or bank form, duly legalized. The Meetings of Shareholders shall be chaired by the President of the Board or, failing that, the person designated by the Assembly.
ARTICLE 21. . Rigen el quórum and majority determined by Articles 243 and 244 of Law No. 19.550 according to the class of Assembly convocation and matters in question, except as to the quorum of the Extraordinary Assembly in second call, which will be considered constituted regardless of the number of actions present with the right to vote.
PART VIII - BALANCE AND ASSESSMENT
ARTICLE 22. El The social exercise will begin on 1 April of each year and will end on 31 March of the following year, to which date the Inventory, the General Balance and the Account of Gains and Loss must be made, in accordance with the legal provisions in force and technical regulations in the matter. The Assembly may modify the closing date of the exercise by enrolling the relevant resolution in the Public Register of Commerce and communicating it to the control authorities. Liquid and realized utilities will be distributed according to the following detail:
(a) CINCO FOR SCIENTY (5 %) until reaching the VEINTE FOR SCIENTY (20 %) of the Social Capital, for the Legal Reserve Fund.
(b) Remuneration to the Board and Trustees, as appropriate.
(c) The balance, in whole or in part, as a dividend to ordinary shareholders or to optional reserve funds or to a new account or to the destination to be determined by the Assembly.
The dividends must be paid in proportion to the respective integrations, within the OCHENTA SCIENT (180) days of their approval by the Assembly and the right to their perception prescribes in favor of the Society to the THRE (3) years counted since they were made available to the shareholders.
PART IX - LIQUIDATION
ARTICLE 23. La The liquidation of the Society, originated in any cause which is governed by Chapter 1, Section XIII of Law No. 19.550.