Productive Finance Act Impulse To Finance Small And Mediumsized Enterprises

Original Language Title: LEY DE FINANCIAMIENTO PRODUCTIVO IMPULSO AL FINANCIAMIENTO DE PYMES

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image start infoleg site The Ministry of Justice and Human Rights
LAW ON PRODUCTIVE FINANCING

Law 27440

Boost to SME financing.

The Senate and Chamber of Deputies of the Argentine Nation, meeting in Congress, etc.

Law:

Production Finance Law

Title I

Boost to SME financing

Article 1-In all commercial transactions in which a Micro, Small or Medium-sized Company is required to issue original electronic vouchers (invoice or receipt) to a large undertaking, in accordance with the rules laid down by the Federal Government of Public Revenue, an autarquic entity in the field of the Ministry of Finance, it will be required to issue "Electronic Credit Factures MiPyMEs", in the terms laid out in the following articles, in replacement of the mentioned ones vouchers.

The scheme approved in this Title shall be optional for commercial operations between Micro, Small and Medium-sized Enterprises.

The Federal Administration of Public Revenue will regulate the use of referrals for the transfer of goods, the establishment of a maximum period for the issue and shipment of the "Electronic Credit Invoice", which may not exceed the last working day of the current month corresponding to that of the issue of the reference.

Art. 2-Facultate to the implementing authority in conjunction with the Federal Administration of Public Revenue to implement a regime equivalent to the standard in this law, for the purposes of authorizing the companies not included in the same to issue Similar documents to the 'MiPyMEs Electronic Credit Invoice'.

Art. 3 °-Create the "Register of Electronic Credit Invoices MiPyMEs" that will operate in the field of the Federal Administration of Public Revenue in which the information provided in points (a) to (f) of the present article will be established corresponding to the "MiPyMEs Electronic Credit Invoices", as well as their cancellation, rejection and/or acceptance and relevant annotations.

The Federal Administration of Public Revenue shall establish the forms and conditions under which such registration shall take place.

The transactions carried out by the subjects reached by the present regime shall not be met by the prohibitions of Article 101 of Law 11.683, with the scope to be established by the regulations.

The regulations may provide (i) the obligation to register all the "MiPyMEs Electronic Credit Invoices" in a register to be specially created for such purposes; and (ii) the creation of an information regime of " Credit Invoices Electronic MPyMEs ' in order to enable all actors to access the information of the payments of the scheme set up by this Title.

Art. 4 °-The "MiPyMEs Electronic Credit Invoice" shall constitute an executive title and non-card value, in accordance with the terms of Article 1850 of the Civil and Commercial Code of the Nation, when it meets all the following requirements:

(a) are issued in the framework of a contract for the sale of goods or the location of furniture, services or work;

(b) Both contracting parties are domiciled in the national territory;

(c) a period for the payment of the price higher than 15 (15) days running from the date of receipt of the "MiPyMEs Electronic Credit Invoice" at the electronic address of the obligor to the payment shall be agreed between the parties;

(d) the purchaser or the licensee acquires, stores, uses or consumes the things, services or works to integrate them, directly or indirectly, in a process of production, processing, marketing or delivery to third parties, generic or specific.

Also, where a period for payment of the lower price than that arising from point (c) of this Article has been agreed, and the same has not been registered, the cancellation or express acceptance of the obligation in the " Register of Invoices of Electronic Credit MPyMEs ", the" Electronic Credit Invoice MiPymes "issued in a timely manner, will become" executive title and non-card value " from the expiration of the period of fifteen (15) days running from its reception in the the electronic address of the obligor to the payment, at which time it will have a new maturity It will be fifteen (15) days run for the purpose of being negotiated.

The debit and credit notes that adjust the operation and therefore to the "Electronic Credit Invoice" issued, must be generated within the period of fifteen (15) days run from the receipt of the said invoice at the address electronic tax of the obligation to pay, until express acceptance, whichever occurs first.

Article 5-The minimum requirements for invoices to constitute "MiPyMEs Electronic Credit Invoices" shall be as follows:

(a) Place and date of issue;

b) Consecutive and progressive numbering;

(c) a certain maturity date for the payment obligation;

(d) the corresponding Uniform Banking Key-CBU-or "Alias";

e) Identification of the parts and determination of their Unique Tax Identification Keys (CUIT);

(f) The amount to be paid in numbers and letters. If there are debit and/or credit notes, which modify the original payment amount, you must settle in the "MyPymes Electronic Credit Invoice Register" the total amount to be negotiated;

(g) Emission by means of the invoicing systems enabled by the Federal Administration of Public Revenue by users validated in their computer system;

(h) Identification of the consignment of consignment of relevant goods, if any;

(i) In the text of the "MiPyMEs Electronic Credit Invoice", it must be expressed that it shall be deemed to be accepted if, at the expiry of the period of 15 (15) days run from its receipt in the electronic address of the buyer or the client, no their total rejection or acceptance has been registered; and that if, at the expiration of the said deadline, the cancellation has not been registered, the same shall be deemed to constitute an executive title, in the terms of Article 523 of the Civil Procedure Code and Commercial of the Nation and concordant. Likewise, the "MiPyMEs Electronic Credit Invoice" must express that its acceptance, express or tacit, will imply full conformity for the transfer of the information contained in the document from the " Register of Electronic Invoices MiPyMEs " to third parties, in case the seller or locator opts for its cession, transmission or negotiation.

The Federal Administration of Public Revenue shall establish the procedures by which the requirements laid down for the manufacture of "MiPyMEs Electronic Credit Invoices" must be completed; and the accompanying rules shall be are necessary for the implementation of the "MiPyMEs Electronic Credit Invoice" scheme.

The establishment of the electronic tax domicile is mandatory for the subjects covered by this scheme.

The omission of any of the requirements produces the inability of the "MyPyMEs Electronic Credit Invoice" as both an executive title and non-card value, as well as a commercial document.

Art. 6 °-All the "MiPyMEs Electronic Credit Invoices" that would not have been cancelled or accepted and that would not have been registered in the "Registration of Electronic Bills MyPyMEs", within the maximum period of fifteen (15) days running from their receipt at the electronic address of the buyer or the licensee, shall be considered tacitly accepted for the total amount to be paid, constituting an executive title and a non-card value for that amount.

Art. 7 °-Entiendase by "large company" those whose total annual sales expressed in pesos exceed the maximum values set out in resolution 340 dated August 11, 2017 of the Secretariat of Entrepreneurs and Small and Medium-sized Enterprises Company of the Ministry of Production and the modifications which in the future are raised, in the terms of Article 1 ° of Title I, of Law 25,300.

Art. 8 °-The buyer or the licensee shall be obliged to accept the electronic credit invoice MiPyMEs, except in the following cases:

(a) Damage to the goods where they are not issued or delivered on their own account and at risk;

(b) Vicians, defects and differences in quality or quantity, duly verified;

(c) Divergences in the time limits or prices stipulated;

(d) No correspondence with the services or work actually contracted;

(e) The existence of formal vices causing their inability, which will result in the inability of the electronic credit invoice MiPyMEs as both an executive title and a non-card value, as well as a commercial document;

f) Lack of delivery of the goods or service;

g) Total cancellation of the electronic credit invoice MiPyMEs.

The rejection of the electronic credit invoice MiPyMEs caused by the causals provided for in points (a) to (f) of this article, must be effected within the period stipulated in article 1.145 of the Civil and Commercial Code of the Nation and to register with the electronic credit invoice register MiPyMEs.

Art. 9 °-The acceptance of the electronic credit invoices MiPyMEs will be unconditional and irrevocable, not admitting the protest.

Likewise, neither the bookseller of an electronic credit invoice MiPyMEs, nor its successive acquirers will be guarantors of their payment.

Art. 10. In order to pay the electronic credit invoices MiPyMEs, prior to the expiration of the time limit set out in article 4 (c) of the present, only any of the means of payment authorized by the Bank may be used Central to the Argentine Republic, it is expressly prohibited to restrict its negotiability by any means.

Cancellations made prior to the acceptance of the "MiPyMEs Electronic Credit Invoices" will be oponnable as long as they have been informed by the obligor to the payment in the "Registration of Electronic Credit Invoices MyPyMEs".

Art. 11.-The "MiPyMes Electronic Credit Invoices" accepted expressly or tacitly, and which have not been accredited in a Collective Deposit Agent, can only be cancelled by means of payment authorized by the Central Bank of the Republic of Argentina. When the "MiPyMEs Electronic Credit Invoices" have been accredited in a Collective Deposit Agent, they can only be cancelled in full, by electronic transfer to the bank account identified by the Banking Key Uniform (CBU) or "Alias" of the Collective Deposit Agent or agents that perform similar functions as set out in the regulations.

For the purposes of carrying out the cancellation provided for in the preceding paragraph, the Federal Administration of Public Revenue shall notify through the electronic address of the obligor to the payment, the Uniform Banking Key (CBU) or the "Alias" of the Agent of Collective Deposit, as well as the Code or Reference Number for the "MyPymes Electronic Credit Invoices" which is attached, which will constitute, for all legal purposes, the new domicile of payment.

Art. 12.-The "MiPyMEs Electronic Credit Invoices" may be negotiated in the markets authorized by the National Securities and Exchange Commission in accordance with the rules that this body will dictate in its character as an enforcement authority. public in accordance with the terms of Law 26,831 and its amendments and shall apply to them the tax treatment corresponding to marketable securities with a public offer.

Art. 13.-The "MiPyMEs Electronic Credit Invoices" may also be negotiated by means of tools or computer systems that facilitate the realization of factoring, cession, discount and/or negotiation of invoices. Such tools or computer systems shall not be considered "Markets" in the terms of Article 2 of Law 26,831, nor shall they require prior authorization and/or to operate the National Securities and Exchange Commission, as long as they participate only in quality. of buyers, acquirers, transferee or endoscopies the financial institutions subject to the regime of Law 21,526 and its modifications and authorized by the Central Bank of the Argentine Republic, as well as the non-financial suppliers of credit.

For the purposes of the preceding paragraph, non-financial credit providers shall be those legal persons who, without being a financial institution in accordance with the Financial Entities Act, carry out such activities as principal or ancillary-offer of credit to the general public, providing in a usual way financings reached. Also included in this concept are the mutual associations, cooperatives and non-financial companies issuing credit cards and/or purchasing-whatever their legal nature-,

Article 14.-Any "MiPyMEs Electronic Credit Invoice", once accepted expressly or tacitly, and credited to a Collective Deposit Agent or agents that perform similar functions as established in the regulations, will circulate as a title independent and autonomous value and shall be transferable, in the forms and conditions established by the National Securities and Exchange Commission.

Art. 15. The implementing authority and the National Securities and Exchange Commission shall establish the procedures for the negotiation and transmission of the "MiPyMEs Electronic Credit Invoices", which may limit them to electronic means.

The "MiPyMEs Electronic Credit Invoices" which are constituted by virtue of the provisions of the penultimate paragraph of Article 4 °, shall only be transmissible once they have been accepted or expressly accepted.

Art. 16. Once the "MiPyMEs Electronic Credit Invoice" is accepted, either expressly or tacitly, the seller or locator may request the Federal Administration of Public Revenue to report the same in a Collective Deposit Agent or agents. which comply with similar functions as laid down in the rules, approved in accordance with Law 26,831 and amending them.

For such purposes, the seller or locator must express his or her will to the "MyPyMEs Electronic Credit Invoices Register".

The credit of the "MiPyMEs Electronic Credit Invoices" does not transfer to the Agent of Collective Deposit or agents that fulfill similar functions as established in the regulations the property nor the use of the same. The Agent of Collective Deposit or agents that perform similar functions as established in the regulations shall not be liable for the formal defects nor for the authenticity or validation of the signatures inserted in the " Invoice of Credit Electronics MiPyMEs " and only assumes the function of preserving and guarding them and carrying out the operations and accounting records derived from their transactions.

In no case shall the Agent of Collective Deposit or agents who perform similar functions as established in the regulations be obliged to pay the "MiPyMEs Electronic Credit Invoices".

The "MiPyMEs Electronic Credit Invoice" that has been transferred to a Collective Deposit Agent or agents that perform similar functions as established in the regulations for the purposes of their negotiation, will not be able to re-enter the "Registration of Electronic Credit Invoices MyPyMEs".

Art. 17. It shall be null and void to endorse, to assign, to negotiate and/or to transfer the "MiPyMEs Electronic Credit Invoices", carried out by those who accept them as well as by any of its successive acquirers.

Art. 18. No transfers of the "MiPyMEs Electronic Credit Invoices" accepted during the three (3) business days prior to the date of its expiration may be made.

Art. 19. In the absence of payment of an "Electronic Credit Invoice" at maturity, the bookseller or subsequent acquirer, will have against the payment and its guarantors, the direct exchange rate for all that can be demanded in the provisions of Articles 52 and 53 of Decree Law 5,965 dated 19 July 1963, ratified by Law 16,478, without prejudice to any other action which may be brought under specific law.

It may take such action even before the expiry of the period against the guarantor in the event of competition or bankruptcy of the obligation to pay or where an order for an embargo on his assets has been unsuccessful.

In order to allow the advance action to be issued, it will be necessary to submit:

(a) in the case of competition or bankruptcy of the obligation to pay, the opening judgment of the insolvency proceedings in question;

(b) If an embargo on the goods of the obligor has been unsuccessful, the corresponding judicial record shall prove that circumstance.

Article 20.-The creditor of a "MyPymes Electronic Credit Invoice" shall be inapplicable, any personal exception which may have been opposed to the bookseller or transferor of the same.

Article 21.-The Financial Information Unit and the Central Bank of the Republic of Argentina should be sent to determine the corresponding directives for the purpose of implementing this Regime.

Art. 22.-The invoices issued by public service providers, invoices issued to final consumers, and commercial operations by means of the "MiPyMes Electronic Credit Invoices" scheme are excluded from the "MiPyMEs Electronic Credit Invoices" Scheme. consignors and/or commission agents.

Also, the invoices issued to the national, provincial and municipal governments and to the State-owned public bodies are exempted from this Scheme unless they have adopted a corporate form,

Article 23.-Facultate the implementing authority to establish, as a general rule, exceptions and exclusions to the 'MiPyMEs Electronic Credit Invoices' scheme, to amend the time-limits provided for and/or to implement an equivalent system which empowers companies not included in the same issue to issue similar documents to the 'MiPyMEs Electronic Credit Invoice'.

The implementing authority shall prescribe the regulatory and interpretative measures necessary for the implementation of this scheme, taking the actions necessary to adapt it to the commercial customs and customs in force. are compatible, including commercial operations by means of consignors and/or commission agents, payments in quotas and the contracts provided for in Chapter 15 of Title IV of the third book, of the Civil and Commercial Code of the Nation.

Art. 24. The national executive branch shall designate the authority of application of this Regime, and may authorize the delegation of specific powers in a body with a rank not lower than the Secretariat.

The implementing authority, together with the Federal Administration of Public Revenue, may authorise the express or tacit acceptance of the "MiPyMEs Credit Electronic Credit Invoice" for an amount less than that of the total expressed as the (f) of Article 5 of this Law. Such removal shall be such as to achieve the aliquots by retention and/or perception regimes which may correspond.

Article 25.-After the cancellation of the corresponding holds and/or perceptions, the balances between issuers and acceptors of the "MiPyMEs Electronic Credit Invoice" must be restored.

For the purposes of this scheme, the withholding tax and/or tax and/or social security shall be carried out by the debtor of the "Credit Invoice-Electronic MyPymes", without any such obligations being attributed to the transferee. or acquirer of the same. In accordance with the rules in force, the debtor of the "MiPyMEs Electronic Credit Invoice" will have the character of a withholding agent and, if necessary, will be subject to a passive perception.

The provisions contained in Law 24,760 and Decree-Law 5.965/63, ratified by Law 16.478, apply to the "Electronic Credit Invoice" as long as they do not object to the provisions of this law.

Article 26.-Substitute Article 284 of the General Law on Societies, which shall be worded as follows:

Designation of syndicates

Article 284: It is in charge of one or more syndicates appointed by the shareholders ' assembly. Equal number of alternate members shall be chosen.

Where the company is referred to in Article 299-except in the cases provided for in points 2 and 7 and in the case of SMEs under the special scheme Pyme regulated by the National Securities and Exchange Commission-the trade union must be collegiate in odd number.

Each action shall in all cases give rights to a single vote for the election and removal of the syndicates, without prejudice to the application of Article 288. Any clause to the contrary is null.

Expenditence

Companies that are not included in any of the assumptions referred to in Article 299 and those that make a public offer of guaranteed marketable bonds, in accordance with the Scheme established by the National Securities and Exchange Commission, may dispense with the trade union if it is provided for in the statute. In such a case, the partners have the right of comptroller, which is conferred by Article 55. When the amount indicated by the increase of capital is exceeded the amount indicated by the assembly that it will resolve it must designate a receiver, without the necessary reform of the statute.

Title II

Boost to mortgage financing and savings

Article 27.-Substitute Article 39 of Law 24,441 and its amendments, which shall be worded as follows:

Article 39: Mortgage bills are issued by the debtor, and are filed by the Registry of the Inmovable Property that corresponds to the jurisdiction where the mortgaged property is located, on paper that ensures its unalterability, under the signature of the debtor, the scribe and an authorized official of the registry, leaving the issue on record in the same seat of the mortgage. Mortgage bills shall contain the following statements:

(a) the name of the debtor and, where appropriate, the owner of the mortgage;

(b) Name of the creditor;

(c) Monto of the obligation incorporated in the letter, expressed in national or foreign currency. In the event that the mutual mortgage has been constituted within the framework of a derogation from the provisions of Articles 7 and 10 of Law 23,928 and its modifications and additions, the letters shall state that the amount of the the obligation is subject to the corresponding update clause;

(d) Drawings and other stipulations in respect of the payment, with the respective coupons, except as provided for in Article 41 for the letters susceptible to variable redemptions;

(e) The place in which the payment is to be made;

(f) Compensatory and Punitorious Interest Rate;

(g) the location of the mortgaged property and its registration and cadastral data;

(h) provide for the annotation of payments of capital or income services or partial payments;

(i) the express indication that the holding of the capital and interest coupons credits their payment, and that the creditor is obliged to deliver them and the debtor to require them;

(j) Others laying down the rules to be laid down.

It shall also be recorded in the letters of the amendments to be agreed with respect to the claim. Mortgage bills can also be scriptural.

Article 28-Substitute Article 49 of Law 24,441 and its amendments, which shall be worded as follows:

Article 49: Persons authorised to make public offer as a trustee or to administer common investment funds may issue debt securities and/or certificates of participation that have as collateral mortgage letters or constitute funds common with them, in accordance with the regulatory provisions to be laid down.

Article 29-Substitute Article 70 of Law 24,441, and its amendments, which shall be worded as follows:

Article 70: The rules of this Article and Articles 71 and 72 shall apply, where rights are given as components of a portfolio of present or future credits, for:

(a) Ensure the issuance of securities by public offering or any other financing;

(b) constitute the asset of a company, in order for it to issue securities publicly available and whose depreciation and interest services are guaranteed with that asset;

(c) Constituency of the assets of a financial trust or a common fund of credit.

Article 30.-Substitute Article 72 of Law 24,441, and its amendments, which shall be worded as follows:

In the cases provided for in Article 70:

(a) Notification to the debtor is not necessary provided that there is contractual provision in the sense. The transfer shall be valid from its date;

(b) Only the derogation based on the credit invalidity or the payment documented prior to the date of the transfer shall remain against the transferee;

(c) In the case of a financial institution issuing securities secured by a portfolio of transferable securities held in it, the entity shall be the fiduciary owner of the assets. However, the appropriations in no case will integrate their assets.

In the absence of a contractual forecast as set out in subparagraph (a), the publication on the electronic site of the National Securities and Exchange Commission shall be admitted as a means of reporting to the debtor on the basis of the rules that To this effect, the agency will dictate.

Article 31.-Substitute Article 24 (2) of Law 20.091, by the following text:

They are prohibited:

1) Plans called tontinaries, spills and those that include drawing.

(2) The cover of risks arising from pure financial credit operations, with the exception of mortgage finance transactions, which may be covered, provided that this does not imply an increase for the holders of such operations; credits, and in the terms of the regulations that dictate to this effect the Superintendence of Insurance of the Nation.

Art. 32. Insurance policies for cases of death, whether or not they include capitalization, and retirement insurance in all its modalities may be updated by the Reference Stabilization Coefficient as established in the Article 27 of Decree 905/2002, ratified by Article 71 of Law 25,827 and by other indexes approved by the current regulations, without application of Articles 7 ° and 10 of Law 23,928 and Article 765 of the Civil Code and Commercial of the Nation.

Title III

Amendments to Law 26,831

Article 33.-Substitute Article 1 of Law 26,831, which shall be worded as follows:

Article 1 °: Object. Principles .

The purpose of this law is the development of the capital market and the regulation of marketable subjects and securities within that market.

They are fundamental objectives and principles that inform and guide the interpretation of this system, its complementary and regulatory provisions:

a) Promote the participation of investors, trade union associations, associations and chambers of business, professional organizations and all public saving institutions in the market for investors, especially by promoting mechanisms to promote national savings and their channelling towards productive development;

(b) Strengthening the mechanisms for the protection and prevention of abuse against investors in the context of the consumer's right to use the right of the consumer;

(c) Promote access to the capital market for small and medium-sized enterprises;

(d) To promote the creation of a federally integrated capital market, through mechanisms of access and connection, with standardized communication protocols, of the computer systems of the different areas of negotiation, with the most high standards of technology;

(e) Promoting the simplification of the negotiation for users and thus achieving greater liquidity and competitiveness in order to obtain the most favourable conditions at the time of the implementation of the operations;

(f) Reducing systemic risk in the capital markets by means of actions and resolutions with a view to safer markets in accordance with international best practices;

(g) To promote the integrity and transparency of the capital markets;

(h) Propender financial inclusion.

Article 34.-Substitute Article 2 of Law 26,831, which shall be worded as follows:

Article 2 °: Definitions. In this law and its regulatory provisions, the following definitions shall apply:

Concerted action: Coordinated action of two (2) or more persons, according to an agreement or formal or informal understanding, to cooperate actively in the acquisition, holding or disposal of shares or other securities or convertible shares in shares of an entity whose marketable securities are admitted to the public offering, whether acting through any such person, through any partnership or other associative form in general, or through other persons to them related, linked or under their control, or who are holders of voting rights on behalf of those.

Agents for the administration of collective investment products: Companies, managers of Law 24.083 and their modifications, to the financial trustees governed by Chapter 30 of Title IV of the Civil and Commercial Code of the Nation and its amendments and to the other entities which carry out similar functions and which, at the discretion of the National Securities and Exchange Commission, must register in this character for its action in the framework of the operation of investment products collective.

Risk rating agents: Entities registered with the National Securities and Exchange Commission for the provision of services for the classification of marketable securities, and for other types of risks, with related activities falling under the jurisdiction of the aforementioned body and complementary to the development of this purpose.

Placement and distribution agents: Human and/or legal persons registered with the National Securities and Exchange Commission to develop channels for the placement and distribution of marketable securities, in accordance with the regulations that establish the Commission.

Brokerage agents: Legal persons registered with the National Securities and Exchange Commission to put in relation to two (2) or more parties for the conclusion of business on marketable securities, without being bound to any of them by collaboration, subordination or representation (first part of point (a) of Article 34 of Annex I to lev 25.028).

Agents for the custody of collective investment products: Depository Societies of Law 24.083 and their amendments registered with the National Securities and Exchange Commission (NComisión Nacional de Valores), developing the functions assigned by the applicable laws and those that The body shall be determined by

Clearing and clearing agents: Legal persons registered with the National Securities and Exchange Commission to intervene in the settlement and clearing of transactions with marketable securities registered in the framework of markets, including under its the jurisdiction of any such activity, in accordance with the rules established by the National Securities and Exchange Commission.

Trading agent: Legal persons authorised to act as intermediaries of marketable securities in markets under the authority of the body, any related and complementary activities carried out by them, in accordance with the rules these effects establish the National Securities and Exchange Commission.

Central depositary of marketable securities: Legal persons registered with the National Securities and Exchange Commission to receive collective and regular deposits of marketable securities, to provide custody, settlement and payment of loans the securities deposited and in custody and those other activities that the National Securities and Exchange Commission shall establish in accordance with the terms of Law 20,643 and its amendments and this law.

Producer agents: Human and/or legal persons registered with the National Securities and Exchange Commission to develop activities for the dissemination and promotion of marketable securities under the responsibility of a registered agent, in accordance with the regulations for these purposes to be established by that body.

Registered Agents: Natural persons and/or legal persons authorized by the National Securities and Exchange Commission for registration within the corresponding records created by the aforementioned commission, to cover the activities of negotiation, placement, distribution, brokering, settlement and clearing, custody and collective deposit of marketable securities, management and custody of collective investment products, risk rating, and all those that, at the discretion of the National Securities and Exchange Commission, it is appropriate to register for the development of the capital.

Clearing houses: Limited companies authorized by the National Securities and Exchange Commission, in accordance with the rules established by the National Securities and Exchange Commission, whose social object consists in the settlement and clearing of transactions authorized by the National Securities and Exchange Commission, fulfilling the role of central counterparty, and can develop related and complementary activities.

Controlling, controlling group or control groups: natural or legal persons who hold, directly or indirectly, individually or jointly, as the case may be, a participation in any title in the share capital or securities with the right to vote which, in law or in fact, in the latter case if in a stable manner, grants them the necessary votes to form the social will in ordinary assemblies or to elect or revoke the majority of the directors or directors of surveillance.

Entities for the registration of derivative transactions: Limited companies that are primarily intended to comply with the functions provided for in the applicable regulations and which are authorized by the National Securities and Exchange Commission for such purposes.

Reserved or privileged information: Any specific information relating to one (1) or several negotiable securities, or to one (1) or several issuers of marketable securities, which has not been made public and which, if made or has been made public, could influence or have materially influenced the conditions or the price of placement or the course of negotiation of such marketable securities.

Markets: Limited companies authorized by the National Securities and Exchange Commission with the main object of organizing transactions with marketable securities that have a public offering, the activities of which are under the jurisdiction of the agency. related and complementary to the development of this purpose.

Capital Market: This is the area where negotiable securities or other instruments previously authorized are publicly offered, so that, through negotiation by authorized agents, the public will carry out legal acts, all under the supervision of the National Securities and Exchange Commission.

Public offering: Invitation to persons in general or to sectors or groups determined to carry out any legal act with negotiable securities, made by issuers, by their holders or by single-person organizations or companies dedicated exclusively or partially to the trade of those, by means of personal offers, journalistic publications, radio-telephone, telephone or television broadcasts, cinematographic projections, placement of posters, signs or posters, programs, electronic media including the use of mail electronic and social networks, circulars and printed communications or any other dissemination procedure.

Products of collective investment: Common Funds of Investment of Law 24.083 and its modifications, to financial trusts governed by Chapter 30 of Title IV of Title IV of the Civil and Commercial Code of the Nation and its modifications and all other capital market vehicles that apply to the National Securities and Exchange Commission for authorization for public offering issues. The National Securities and Exchange Commission shall have jurisdiction exclusively in respect of financial trusts that are authorized by that body to make public offer of their marketable securities and in respect of financial trustees. participating in such a character in the said trusts.

Record of derivatives transactions: It is the registration, in accordance with the rules governing the National Securities and Exchange Commission, of derivative contracts concluded on a bilateral basis outside the markets authorised by that body. This registration shall be carried out by the entities for the registration of derivative transactions, as defined in this law. In the absence of registration entities, the same may be carried out by the markets and/or clearing houses.

Marketable securities: Titles securities issued both in the form of a card as well as all securities incorporated in an account record including, in particular, the credit or representative of credit rights, the shares, shares of common investment funds, debt securities or certificates for the participation of financial trusts or other collective investment vehicles and, in general, any investment or investment value or contract homogeneous and fungible credit, issued or grouped in series and negotiable in the same manner and with effects similar to securities securities; whereas, by virtue of their configuration and transmission arrangements, they are likely to be subject to widespread and impersonal traffic on the financial markets. Also included in this concept are futures contracts, options contracts and derivatives contracts in general that are recorded in accordance with the rules of the National Securities and Exchange Commission, and the payment cheques. deferred, certified fixed term time deposits, credit invoices, certificates of deposit and warrants, notes, letters of exchange, mortgage letters and all securities eligible for secondary trading in markets.

Article 35.-Substitute Article 3 of Law 26,831, which shall be worded as follows:

Article 3: Creation of marketable securities: Any legal person may create and issue marketable securities for trading on a market of the types and under the conditions of its choice, including the rights conferred on its holders and the other terms and conditions to be laid down in the act of issue, provided that there is no confusion with the type, denomination and conditions of the marketable securities provided for in particular in the legislation in force. For the purposes of determining the scope of the emerging rights of the negotiable value thus created, the instrument of creation, the act of issuance and the registration of the registrants must be placed before the competent authorities of comptroller.

Article 36.-Substitute Article 4 ° of Law 26,831, which shall be worded as follows:

Article 4 °: Conflicts of interest. Persons participating in the process of placing a marketable securities issue may only acquire or offer to buy, directly or indirectly, such marketable securities, as well as others of the same kind or series, or to purchase them, in the cases and conditions established by the National Securities and Exchange Commission.

The rules shall lay down the conditions for the subjects referred to in the preceding paragraph to be able to sell, directly or indirectly, marketable securities, or the rights to sell them, to the broadcaster to which they are linked. the process of placement in which they are involved, for the duration of their participation in the process, in order to avoid the artificial formation of prices or other practices sanctioned by this law.

Article 37.-Substitute Article 9 ° of Law 26,831, which shall be worded as follows:

Article 9 °: Impediments. They may not be members of the Board of the National Securities Commission:

(a) the shareholders or those who have been part of the management, administration or audit bodies or in any way provide services to entities subject to the regulation and supervision of the National Securities and Exchange Commission at the time of their designation and during the previous 12 (12) months;

(b) Those who are affected by the inabilities provided for in points 1, 2 and 3 of Article 264 of the General Law of Societies 19.550, t. or. 1984 and its amendments;

(c) Employees or officials of any distribution of the national government and those who have other positions or posts rented or paid in any form, which depended on the national, provincial, and provincial governments of the Autonomous City of Buenos Aires. Air or municipal, including its legislative and judicial powers at the time of its appointment. Career civil servants may retain their posts in which case they must apply for a licence. They are not included in the provisions of this paragraph who exercise their teaching;

(d) Those who do not credit the requirements of suitability and professional experience in the matter as laid down in the regulations. The fulfillment of these requirements in the process of the appointment of each director must have the agreement of the Senate of the Nation. The national executive branch will be able to make appointments in committee for the term of treatment of the nomination by the Senate of the Nation.

Article 38-Substitute Article 11 of Law 26,831, which shall be worded as follows:

Article 11: Quorum and majorities. The Board of the National Securities and Exchange Commission will hold a session with the majority of the members, without requiring them to be in the same chamber if they are communicated by means of simultaneous transmission of sound, images and words, according to the rules which the body will dictate to this effect. The president or, where appropriate, the vice president in the absence of the president, has a vote in the case of a tie, as long as the board is fully formed.

Article 39.-Substitute Article 12 of Law 26,831, which shall be worded as follows:

Article 12: Exceptional situations. Where exceptional circumstances prevent the board of the National Securities Commission from being validly sessioned for lack of a quorum or urgent resolutions need to be adopted, the chairman shall, together with at least two (2) directors, They shall be able to adopt them in accordance with the mechanisms established by Article 11 of this Law and shall be able to adopt them by themselves and under their responsibility ad referendum of the directory to which they shall report in their first session.

Article 40-Substitute Article 14 of Law 26,831, which shall be worded as follows:

Article 14: Sources. Allocation and redistribution of funds.

I. Sources. For its operation, the National Securities and Exchange Commission shall have the following resources:

(a) the resources allocated to it by the General Budget Law of the National Administration for the current financial year;

(b) the resources received in respect of one (1) audit and control fee and two (2) tariffs for the authorization of the public offering of marketable securities and registration of the various agents, markets, clearing houses and entities the registration of derivatives that are under the supervision of the National Securities and Exchange Commission (NComisión Nacional de Valores) and three (3) of other services that the agency provides to the persons under its supervision. The amounts of these resources shall be set by the Ministry of Finance, on a proposal from the National Securities and Exchange Commission;

c) The donations or legacies that are entrusted to him and the income of his property.

II. Allocation and redistribution of funds. The said body shall have extensive powers to allocate and redistribute the funds corresponding to it under this Article.

Article 41-Substitute Article 16 of Law 26,831, which shall be worded as follows:

Article 16: Exemption. The National Securities and Exchange Commission will be able to provide for the reduction or exemption of the tax and control fees and the authorization duties for emissions by small and medium-sized enterprises, including cooperatives, in the terms of the rules applicable to such undertakings.

Article 42.-Substitute Article 18 of Law 26,831, which shall be worded as follows:

Article 18: Staff. The appointment, hiring, suspension and removal of the staff corresponds to the board of the National Securities and Exchange Commission.

Article 43.-Substitute Article 19 of Law 26,831, which shall be worded as follows:

Article 19: Privileges. The National Securities and Exchange Commission shall be the enforcement and comptroller authority of this law and shall, for this purpose, have the following functions:

a) In direct and immediate form, supervise, regulate, inspect, supervise and punish all natural and/or legal persons who, for any reason, reason or circumstance, develop activities related to the public offering of securities negotiable, other instruments, operations and activities referred to in this law and other applicable rules, which are subject to competition by the National Securities and Exchange Commission. The body may require the markets and clearing houses to carry out supervisory, inspection and audit functions on its participating members. Such a requirement shall not involve a delegation of powers to the markets and clearing houses by the National Securities Commission;

(b) Carry out the registration, grant, suspend and revoke the authorisation of the public offering of marketable securities and other instruments and transactions;

(c) to keep the register of all subjects authorised to offer and publicly negotiate negotiable securities, and to establish the rules to which they are required to comply and those who act on behalf of them;

(d) to carry out the registration, grant, suspend and revoke of the authorization to operate the markets, clearing houses, registered agents and other human and/or legal persons who for their activities linked to the capital market; and The criterion of the National Securities and Exchange Commission falls under its jurisdiction. The register shall be public and shall be the responsibility of the said body and shall include all the markets, clearing houses, agents and other human and/or legal persons who, for their activities linked to the capital market, and the criterion of the National Securities and Exchange Commission falls under its jurisdiction;

(e) Approve the statutes, regulations and any other general rules dictated by the markets and clearing houses and review their decisions, either on their own initiative or at the request of a party, as soon as the measures relating to the regulated activity are concerned which they provide or which may affect their benefit;

(f) Fulfill the functions delegated by law 22.169 and its modifications to the legal persons reached by that law in matters of corporate control;

(g) to dictate the regulations to be complied with by natural and/or legal persons and entities authorized under the terms of point (d), from their registration and to the absence of the respective registration;

(h) Dictate the rules to be complied with for the authorization of marketable securities, capital market instruments and transactions, and up to the discharge thereof, having the power to lay down the provisions to be applied. necessary to supplement those arising out of the different laws and decrees applicable to them, as well as to resolve cases not foreseen and to interpret the rules there included within the prevailing economic context, for the development of the market of capital;

(i) to declare irregular and ineffective, for administrative purposes, acts subject to their supervision when they are contrary to this law, to the other applicable laws, to the regulations issued by the National Securities and Exchange Commission, to the statutes, provisions laid down by entities and approved by the body;

(j) Promote the defence of the interests of investors;

(k) establish minimum standards for training, accreditation and registration for staff of registered agents or for natural and/or legal persons carrying out tasks related to advice to the public investor;

(l) Determine the minimum requirements to be met by those who provide audit services to persons subject to their supervision;

(m) to promote the development and strengthening of the capital market by creating or, where appropriate, the creation of products deemed necessary for this purpose;

(n) Organize and administer files and records relating to the activity of the National Securities and Exchange Commission itself, or data obtained in the exercise of its functions for the recovery of information relating to its mission, being able to celebrate agreements and contracts with national, international and foreign bodies in order to be integrated into information networks of such a nature, for which to be taken into account as a necessary and effective condition reciprocity in accordance with the provisions laid down in Articles 25 and 26 of this Law;

(o) To fix the property requirements to be credited by the human and legal persons subject to their supervision;

(p) To provide additional rules on the prevention of money laundering and the financing of terrorism, in accordance with the rules laid down by the Financial Reporting Unit, acting in the field of the Ministry of Finance, which applies to the capital market and controls its compliance; this, without prejudice to the duty to give the said unit the due intervention that it is responsible for in the matter of sanctioning and to provide to this the collaboration demanded by the law 25.246 and its amendments. The National Securities and Exchange Commission shall regulate the way in which the penalties applied by the Financial Reporting Unit for the prevention of the laundering of assets and the financing of terrorism shall be disseminated in respect of the subjects acting under the jurisdiction of that body;

q) To regulate the way in which the information and supervision required by this law will be effected, may require the entities subject to their jurisdiction to implement those mechanisms that it deems appropriate for more effective control of the conduct described in this law;

(r) Establish information systems and requirements for differentiated public offering;

(s) determine the conditions under which registered agents, which are legal persons, may be entitled to carry out more than one activity under the competence of the National Securities and Exchange Commission, after inclusion of the same within their social object, for the purposes of their registration in the respective records of the agency;

(t) Fiscalize the objective and subjective fulfillment of the laws, regulations and regulations regarding the scope of this law;

(u) to exercise all other functions which may be granted to him by the applicable laws, decrees and regulations;

(v) Set the requirements for suitability, moral integrity, probity and solvency to be met by those who aspire to obtain authorization from the National Securities and Exchange Commission to act as markets, clearing houses and registered agents as well as members of its administrative and audit bodies, as appropriate;

w) Create new categories of registered agents and modify existing ones, as well as eliminate those created by their own regulations;

(x) To fix the maximum tariffs that may be collected by the markets, clearing houses, derivatives trading entities and registered agents taking into account, inter alia, the competitiveness of the capital market of the the region in relation to the tariffs set in other countries. This power shall be exercised in cases where, at the discretion of the body, special situations so require;

(y) to lay down rules aimed at promoting the transparency and integrity of the capital markets and to avoid situations of conflicts of interest therein; and

z) Evaluate and dictate regulations to mitigate situations of systemic risk.

Article 44.-Substitute Article 20 of Law 26,831, which shall be worded as follows:

Article 20: Correlative powers. In the context of the competition established in the previous article and taking into consideration the protection of the interests of the minority shareholders and the holders of debt securities, the National Securities and Exchange Commission may:

(a) Request reports and documents, conduct investigations and inspections on human and legal persons subject to their audit, quote, take information and testimonial statements, instruct summaries and impose sanctions on them. terms of this law;

(b) require the competent judge to assist the public force;

(c) Require the competent judge to search private places for the purpose of obtaining the records and information necessary for the performance of his audit and investigation tasks;

(d) initiating judicial proceedings and judicially claiming compliance with their decisions;

(e) to report crimes or to constitute a criminal complaint;

(f) to request all types of information from public bodies and any natural or legal persons deemed necessary for the performance of their duties, who will be obliged to provide them within the term to be fixed to them under Warning of law. This provision shall not govern the Financial Reporting Unit.

Article 45.-Substitute Article 23 of Law 26,831, which shall be worded as follows:

Article 23: Delegation. The Board of the National Securities and Exchange Commission may delegate to the holders of its regional headquarters the exercise of the powers it determines in each case.

In the case of sanctions, regional headquarters will be able to deal with all kinds of summaries, but the application of penalty penalties can only be decided by the board of the National Securities and Exchange Commission.

Article 46.-Substitute the name of Chapter I, Title II, of Law 26,831, which shall be renamed as follows:

Chapter I

Markets. Guarantees. Clearing and clearing agents.

Compensating cameras. Arbitration Courts


Article 47.-Substitute Article 29 of Law 26,831, which shall be worded as follows:

Article 29: Requirements. The National Securities and Exchange Commission shall regulate the requirements that the markets and the clearing houses must meet for the purposes of their authorisation to operate and their registration in the relevant register.

Article 48.-Substitute Article 30 of Law 26,831, which shall be worded as follows:

Article 30: Registration. The markets and clearing houses authorized by the National Securities and Exchange Commission for registration in the registry shall observe compliance with all the requirements established by the National Securities and Exchange Commission during the term of validity. of your registration. The markets and clearing houses shall refrain from operating as such, when they incur any non-compliance with the requirements, conditions and obligations laid down by the body, without the need for prior notification.

Failure to comply with any of the requirements, conditions and obligations regulated by the body shall give rise to the preventive suspension of the market and the clearing house, as appropriate, until such events have occurred. It is advisable to review the measure, without prejudice to any application to the offenders of the penalties provided for in Article 132 of this Law.

Article 49.-Substitute Article 31 of Law 26,831, which shall be worded as follows:

Article 31: Legal form. The markets shall be constituted as public limited liability companies within the framework of the public offering of shares and shall list their shares in an approved market. The National Securities and Exchange Commission shall establish, by means of regulations, the maximum holdings accepted by a shareholder and the nominal value and the amount of votes conferred by each action. A shareholder may not hold, directly or indirectly, individually or jointly, as the case may be, a participation for any degree in the capital or securities with the right to vote which, in law or in fact, gives them the necessary votes to form the social will in assemblies or to elect or revoke the majority of the members of the administrative and/or audit bodies. These limitations shall not apply where the shareholder is another market, and the National Securities and Exchange Commission shall grant authorisation on the basis of each particular situation.

Article 50.-Substitute Article 32 of Law 26,831, which shall be worded as follows:

Article 32: Markets .

I. Functions.

The markets should provide for the following main functions, in accordance with the characteristics of their specific activity and other functions determined by the rules of the National Securities and Exchange Commission:

(a) Dictate the regulations for the purposes of enabling the action in their field of agents authorized by the National Securities and Exchange Commission, not being able to demand for these purposes the accreditation of the quality of the market shareholder, allowing a open and fair access to all participants;

(b) to authorize, suspend and cancel the listing and/or negotiation of marketable securities in the form that their regulations have;

(c) to provide for regulatory standards to ensure the accuracy of the price recording and of the negotiations;

(d) to lay down the rules and measures necessary to ensure the reality of the operations carried out by its servants;

(e) Issue regulations containing measures of good order to ensure the normal functioning of the negotiation and fulfilment of the obligations and burdens assumed by the registered agents which must be subject to the prior consideration of the National Securities and Exchange Commission for the purposes of its approval;

(f) Constituency tribunals, as provided for in Article 46 of this Law;

(g) Issue newsletters;

(h) to administer trading systems of marketable securities which are operated on them;

(i) Register derivative contracts concluded outside the markets authorised by the National Securities and Exchange Commission;

(j) Administer by itself or by third party settlement systems and/or compensation of transactions according to the different trading segments authorized by the National Securities and Exchange Commission. In the case of administration of the settlement and clearing of the guaranteed trading segments, the markets shall perform the functions assigned to the clearing houses provided for in Article 35 of this Act or agreements with entities authorised for that purpose; and

(k) exercise supervision, inspection and audit functions of the participating agents and of the operations carried out in the field of such agents.

II. Total or partial delegation of functions.

The privileges provided for in points (b), (f) and (g) above may be exercised by the market or partially or wholly delegated to a qualified entity as to its knowledge for the purpose of carrying out such activities, which shall be be authorized by the National Securities and Exchange Commission.

Article 51.-Substitute Article 35 of Law 26,831, which shall be worded as follows:

Article 35: Compensating cameras .

I. Functions.

In accordance with the terms of the regulations of the National Securities and Exchange Commission, the clearing houses shall have the following functions, without prejudice to other functions established by that body:

(a) to administer systems for clearing and settlement of marketable securities transactions;

(b) to require the participating agents to provide the initial margins, their replacement, the assets to be used as collateral and the currency to ensure their operation;

(c) to receive and administer the guarantees granted by the participating agents;

(d) Establish requirements for the participation of its staff;

(e) Maintain and administer guarantee funds to use against non-compliance with the participating agents;

(f) Register derivative contracts concluded outside the markets authorised by the National Securities and Exchange Commission;

(g) issuing regulations containing measures of good order to ensure the normal functioning of settlement and clearing and the fulfilment of the obligations and burdens assumed by the participating agents, which must be subject to after consideration by the National Securities and Exchange Commission for the purposes of its approval; and

(h) exercise supervision, inspection and audit functions of the participating agents and of the operations carried out in the field of such agents.

II. Property and Liquidity Requirements of the Compensating Chambers.

The National Securities and Exchange Commission shall establish the capital and liquidity requirements of the clearing houses as well as their risk management systems which shall include at least the credit, counterparty, credit risks, market, liquidity, operational and legal.

Article 52-Substitute Article 36 of Law 26,831, which shall be worded as follows:

Article 36: Tariff. The rights and duties levied by the markets and the clearing houses and other registered agents, subject to the maximums to be established by the National Securities and Exchange Commission, which may be differentiated according to the class, shall be free. of instruments, the character of small and medium-sized enterprises of the broadcasters or the quality of small investor.

Article 53-Substitute Article 39 of Law 26,831, which shall be worded as follows:

Article 39: Trading systems. The trading systems of marketable securities under the public offering regime to be carried out on the markets should ensure the full validity of the principles of investor protection, equity, efficiency, transparency, non-fragmentation and Reduction of systemic risk. The markets will establish the respective regulations, which must be approved by the National Securities and Exchange Commission.

The National Securities and Exchange Commission shall require that the markets in which marketable securities are listed and/or traded and the clearing houses establish access and connection mechanisms, with standardized communication protocols information on the different areas of negotiation and/or clearing and settlement and/or custody. It may also require the establishment of trading systems that tend to be used in the negotiation of marketable securities to be used to negotiate with the interference of offers with the priority of the price.

Article 54-Substitute Article 40 of Law 26,831, which shall be worded as follows:

Article 40: Guarantee of operations. In accordance with the regulations of the National Securities and Exchange Commission, the markets must establish with absolute clarity, in their statutes and regulations, in which cases and under what conditions those entities guarantee the fulfillment of the operations that in they are made or registered.

Where the market or the clearing house is guaranteed to comply with the transactions, it shall act as the central counterparty, in accordance with the rules governing the National Securities and Exchange Commission.

In this case, the market or the clearing house, as appropriate, shall liquidate any operations pending the agent in the form of a preventive or bankrupt competition. If the settlement results in a balance in favour of the accused or failed, it shall be deposited in the respective judgment.

Art. 55.-Rule 42 of Law 26,831.

Art. 56.-Substitute Article 44 of Law 26,831, which shall be worded as follows:

Article 44: Regulations. The National Securities and Exchange Commission shall approve all the regulations provided by the markets and the clearing houses and registration entities prior to their entry into force. The markets and clearing houses must at all times maintain their regulations appropriate to the rules of the National Securities and Exchange Commission.

Article 57-Substitute Article 45 of Law 26,831, which shall be worded as follows:

Article 45: Guarantee funds. The markets and/or the clearing houses shall constitute, as amended by the National Securities and Exchange Commission, guarantee funds intended to cover commitments not met by their participating agents and originating in operations guaranteed. These funds must be organized under the fiduciary figure or other figure approved by the National Securities and Exchange Commission and will conform to the best international practices in this field. The sums accumulated in these funds must be invested in the form and conditions established by the National Securities and Exchange Commission, which will determine the appropriate security, profitability and liquidity criteria.

The sums allocated to all the guarantee funds of this article and the latter, as well as their income, are exempt from taxes, taxes and any other tax burden, including the Value Added Tax, the tax to which reference to the first article incorporated under Article 25 of Title VI of Law 23.966 and the Tax on Credits and Debts in bank accounts and other operations not resulting from the application of the provisions of the Second paragraph of Article 2 (2) of Law 25,413 and its amendments. The provinces and the Autonomous City of Buenos Aires are invited to adhere to the respective exemption of their taxes.

Article 58-Substitute Article 47 of Law 26,831, which shall be worded as follows:

Article 47: Registration. To act as agents, the subjects must have the authorization and registration of the National Securities Commission, and must comply with the formalities and requirements that for each category establish the same regulatory path.

Art. 59.-Substitute Article 52 of Law 26,831, which shall be worded as follows:

Article 52: Advertising of records. The National Securities and Exchange Commission shall publish the records in accordance with the rules governing them, detailing the different categories where the agents are registered.

Article 60.-Substitute Article 53 of Law 26,831, which shall be worded as follows:

Article 53: Secret. Registered agents must keep secret of the operations they perform on behalf of third parties as well as their names. They shall be relieved of this obligation by judicial decision rendered by courts competent in processes linked to those operations or to third parties related to them, as well as when required by the National Securities and Exchange Commission, the Central Bank of the Argentine Republic, the Financial Information Unit and the Superintendency of Insurance of the Nation in the framework of investigations of its functions. These three (3) last entities will make notice of the requirement to the National Securities and Exchange Commission at the same time as the exercise of the right granted to them.

The secrecy shall not govern the information which, in compliance with its functions, requests the Federal Administration of Public Revenue, an autarchic entity acting in the orbit of the Ministry of Finance, of a particular or general nature and referred to one (1) or several specific subjects or not, even if they are not under audit. However, in the case of securities, the information required may not relate to ongoing or pending clearing or settlement operations.

Article 61-Substitute Article 55 of Law 26,831, which shall be worded as follows:

Article 55: Liability. The registered agent, as appropriate by virtue of the activities that he carries out, shall be liable to the market for any sum that the entity has paid on its own.

As long as you do not regulate your situation and prove that you have mediated fortuitous or force majeure, you are disabled to operate.

Article 62.-Substitute Article 56 of Law 26,831, which shall be worded as follows:

Article 56: Disciplinary action. The registered agents are subject to the exclusive disciplinary competence of the National Securities and Exchange Commission, to which the clearing markets and chambers must report any failure to make their member agents liable audits and controls of supervision, supervision and control carried out by such markets and clearing houses on them in the terms of the regulation to be issued by the National Securities and Exchange Commission. The deliberate omission or lack of due diligence in the control of the authorised agents by the markets, clearing houses and entities for the registration of derivatives transactions shall be sanctioned by the said body.

Article 63.-Substitute Article 57 of Law 26,831, which shall be worded as follows:

Article 57: Risk rating agents. The National Securities and Exchange Commission shall establish the formalities and requirements to be met by entities applying for registration as risk rating agents, including the rules of the provisions of this law and determining the class of organisations which may carry out this activity.

The National Securities and Exchange Commission may include in this register the public universities authorized to function as such for the purposes of their performance, setting the requirements that they must prove considering their nature.

Risk rating agents may not provide audit, consultancy and/or advisory services to contracting entities or entities belonging to their control group.

Article 64.-Article 62a is incorporated into law 26,831, which shall be worded as follows:

Article 62a:

I. In the event of an increase in equity capital or convertible negotiable obligations offered by public offering in the terms of this law and subject to compliance with the two (2) conditions set forth in the second paragraph of the the right of preference referred to in Article 194 of the General Law of Societies 19.550, t.o. 1984 and its amendments and in Article 11 of Law 23,576 and its amendments shall be exercised exclusively by means of the the placement procedure to be determined in the prospectus for a corresponding public offering without application of the the time limit laid down in that Article; the holders of shares and convertible debentures, beneficiaries of the right of preference, priority in the award to the amount of the shares corresponding to them percentages of holdings. This shall be provided that the purchase orders submitted by the shareholders or holders of convertible debentures, beneficiaries of the right of preference, are (i) at the price resulting from the placement procedure or at a price determined to be equal to or greater than that given subscription price in the public offering; and/or (ii) the shareholders or holders of convertible negotiable debentures eligible for the right of preferences manifest their intention to subscribe the shares to the placement price to be determined in accordance with the placement used.

The two (2) conditions referred to in the preceding paragraph shall be: (i) the inclusion of an express provision in the social status; and (ii) the approval of the shareholders ' assembly which approves each issue of marketable shares and obligations convertible.

Unless the statute of the companies establishes the opposite, in no case shall the right to abide be applied.

II. Legal persons incorporated abroad may participate in all the assemblies of shareholders, including-but without limitation-those referred to in this Article, of companies authorized to make public offer of their shares to through duly instituted leaders, without any other requirement.

Article 65.-Substitute Article 79 of Law 26,831, which shall be worded as follows:

Article 79: Audit Commission. In companies covered by the system of public offering for debt securities or securities, all members of the Fiscalising Commission must be independent of the quality of their shares.

Companies that make public shares of shares and have an Audit Committee may dispense with the Fiscalizing Commission. In this case, the members of that committee shall have the privileges and duties conferred by Article 294 of the General Law of Societies 19.550, t.o. 1984 and its amendments.

The decision to eliminate the Fiscalizing Commission corresponds to the extraordinary assembly of shareholders that, in the first or second convocation, must have at least the presence of shareholders representing seventy-five percent. (75%) of the shares with the right to vote. Resolutions in all cases will be taken by the favorable vote of seventy-five percent (75%) of the voting shares, without applying the plurality of votes.

If the Fiscalizing Commission is dispensed with, all the members of the Audit Committee must meet the requirements of suitability and experience, as well as the system of inabilities and incompatibilities, required for the union members in the Articles 285 and 286, and concordant, of the General Law of Societies 19,550, t.o. 1984 and its amendments, resulting in the responsibilities provided for in Article 294 of that law applicable.

Article 66.-Substitute Article 82 of Law 26,831, which shall be worded as follows:

Article 82: Subject matter and subjects of the public offering. Securities issued or grouped in series may be the subject of a public offer which, by having the same characteristics and granting the same rights within their class, are offered in a generic manner and are individualised at the time of the the respective contract and all financial instruments authorized by the National Securities and Exchange Commission.

They may make public offering of marketable securities or other financial instruments the entities that issue them and the registered agents authorized for these purposes by the National Securities and Exchange Commission.

The said body may lay down rules establishing and regulating specific cases in accordance with which an offer of marketable securities is deemed not to constitute a public offer but a private one, for which it may take into account the means and mechanisms for dissemination, offering and distribution and the number and type of investors to whom the offer is intended.

Article 67.-Substitute Article 83 of Law 26,831, which shall be worded as follows:

Article 83: Securities issued by public entities. The public offering of negotiable securities issued by the Nation, the provinces, the Autonomous City of Buenos Aires, the municipalities, the autarquic entities, as well as the multilateral credit institutions of which the Argentine Republic is Member is not included in this law.

A public tender is considered to be subject to the provisions of this law, the negotiation of the negotiable securities referred to when it is carried out by a private human or legal person, subject to the conditions laid down in Article 2 of the Treaty. present law.

The public offering of marketable securities issued by foreign states, their political divisions and other entities of a foreign state in the territory of the Argentine Republic shall be authorized by the national executive branch, with the exception of the emissions of the national states of the member countries of the Common Market of the South (Mercosur), which will have automatic public offer on the condition of reciprocity.

Article 68.-Substitute Article 84 of Law 26,831, which shall be worded as follows:

Article 84: Procedure for authorisation. The National Securities and Exchange Commission must resolve the application for authorization to make public offer within thirty (30) working days from the time the entire documentation is collected to the satisfaction of the Commission. National Securities and no new orders or comments will be made.

When the time limit has expired, the person concerned may not have been issued. At fifteen (15) working days of filing this order if the National Securities and Exchange Commission has not acted, the authorization is deemed to be granted, unless the authorization is extended by the time limit by resolution. Such extension may not exceed 15 (15) working days from the date on which it is available. This new deadline is deemed to be granted.

The authorisation to make public offer of a certain amount of marketable securities, contracts, futures, futures or options of any nature or other financial instruments does not matter for the offering of other securities issued by the same issuer, even if they have the same characteristics.

The refusal may not be based on reasons of opportunity, merit or convenience.

Art. 69.-Repeal Article 85 of Law 26,831 and its amendments.

Art. 70.-Substitute Article 86 of Law 26,831, which shall be worded as follows:

Article 86: Scope and procedure. Any public offering for the acquisition of shares with the right to vote of a company whose shares are admitted to the public offering scheme, either on a voluntary or compulsory basis as provided for in the following Articles be carried out in accordance with the terms of this law and the regulations which the National Securities and Exchange Commission is required to provide, the rules of transparency and the principles of protection for the public investor in the system of public supply being applied.

The public offers of compulsory acquisition referred to in Articles 87, 91 and 98 of this Act shall (i) also include holders of subscription rights or options relating to shares, convertible debt securities or other similar marketable securities which, directly or indirectly, may be eligible for subscription, acquisition or conversion into shares with the right to vote; and (ii) for the whole of the shares with the right to vote and other marketable securities (a) they shall be entitled to shares with the right to vote, and shall not be subject to any conditions.

The procedure established by the National Securities and Exchange Commission shall ensure and provide for:

(a) equal treatment between shareholders in both economic and financial conditions and in any other condition of acquisition for all shares, securities or rights of the same class or class;

(b) compliance with the provisions on the equitable price, in accordance with the provisions of Article 88 of this Law;

(c) reasonable and sufficient time for the addressees of the offer to have the appropriate time to take a decision on the offer, as well as the method of calculating those time limits;

(d) the obligation to provide the investor with detailed information enabling him to take his decision with the necessary data and elements and with full knowledge of the cause;

(e) the irrevocability of the offer;

(f) the provision of guarantees for the fulfilment of the obligations arising from the offer;

g) The regulation of the duties of the administrative body-which is in place at the time of the announcement of the offer-to provide, in the interest of the company and all holders of negotiable securities to offer, its opinion on the offer and on the prices or consideration offered, which shall be founded and accompanied by one (1) or more independent valuation reports;

(h) the scheme of possible competing offers;

(i) the rules on the withdrawal or revision of the offer, prorating, revocation of acceptances, rules of best price offered and minimum period of offer, among others;

(j) The information to be included in the documentation to be included in an offer application document and a notice and package leaflet;

(k) the rules on the advertising of the offer and the related documents issued by the offeror and the directors of the company;

(l) In the case of tenders for the exchange of marketable securities, the rules governing the financial and accounting information of the issuer of the marketable securities offered in exchange to be included in the prospectus for the offer;

(m) The validity of the principle that the management body of the company is barred from hindering the normal development of the offer, unless it is the search for alternative offers or has received prior authorisation for that purpose of the extraordinary shareholders ' meeting for the duration of the offer;

(n) the company is not hindered by its activities by the fact that its marketable securities are the subject of an offer for a longer period of time;

(o) The derogations applicable to such a procedure.

Article 71-Substitute Article 87 of Law 26,831, which shall be worded as follows:

Article 87: Taking and Participation of Control.

I. Take control. It shall be required to make a public procurement offer at a fair price, which shall be fixed in accordance with the terms of Article 88 of this Law, who, individually or through concerted action in accordance with the term (a) in this law, it has, in an effective manner, achieved a controlling interest in a company whose shares are admitted to the public offering scheme.

II. Control participation, For the purposes of this Chapter, a person shall be understood to have, individually or in concert with other persons, a controlling interest when:

(i) Scope, directly or indirectly, a percentage of voting rights equal to or greater than 50% (50%) of the company, excluding from the basis of calculation the shares which, directly or indirectly, belong to the company affected; or

(ii) has reached a participation of less than 50% (50%) of voting rights of a company but acts as a controller, in accordance with the term defined in this law.

III. Deadline for submission. The offer will be filed with the National Securities and Exchange Commission as soon as possible and at most within one (1) month of the completion of the control participation.

Art. 72.-Substitute Article 88 of Law 26,831, which shall be worded as follows:

Article 88:

I. Fair price for takeover bids. The fair price of the public takeover bids required for takeover shall be the largest of the following:

(a) the highest price which the offeror or persons acting in concert with him would have paid or agreed upon for the negotiable securities which were the subject of the offer during the twelve (12) months prior to the date of commencement of the period during which he was the public procurement offer must be made; and

(b) the average price of the marketable securities which is the subject of the offer during the six months immediately preceding the date of the announcement of the transaction by which the change in the controlling interest is agreed, whichever is the sessions in which they would have been negotiated.

In relation to subparagraph (a) above, acquisitions of a non-significant volume in relative terms shall not be considered, provided that they have been made at the price of a listing, in which case it shall be at the highest price or paid by the other acquisitions in the reference period.

The price referred to in point (b) of this paragraph shall not apply to the public takeover bid for the control takeover, where the percentage of shares listed on a market approved by the Commission National Securities represents at least 25% (25%) of the social capital of the broadcaster and the conditions of liquidity determined by that body in its rules are met.

II. Fair price in the other cases of compulsory offers. In the case of public procurement tenders required under Articles 91 and 98, the following price criteria shall be considered:

(a) the highest price which the offeror or persons acting in concert with him would have paid or agreed for the negotiable securities which were the subject of the offer during the twelve (12) months prior to the intimation referred to in point (a) of the Article 91 or the unilateral declaration referred to in Article 91 (b) or withdrawal agreement in the case of Article 98 of this Law;

(b) the average price of the marketable securities covered by the offer during the immediately preceding six months prior to the intimation referred to in Article 91 (a) or the unilateral declaration referred to in Article 91 (b); or withdrawal agreement in the case of Article 98 of this Law or from the date on which the offer is made;

(c) the equity value of the shares, a special drawing-down balance being considered for the purposes of Article 98 of this Act;

d) The value of the company valued according to criteria of discounted funds flows and/or indicators applicable to comparable companies or businesses; and

e) The value of the company's liquidation.

It is established that the equitable price may in no case be less than the greater of the prices referred to in points (a) and (b) of this paragraph.

Where the public supply of compulsory acquisition is to be made without prior acquisition by the offeror, the fair price may not be lower than that calculated in accordance with the valuation methods contained in the point (b) of this paragraph, the preceding rules of price adjustment being applicable in the cases concerned.

III. Integration of the equitable price. For the purposes of determining the equitable price, the offeror shall include the full amount of the consideration that in each case has paid or agreed to pay the offeror, applying, for a purely enunciative title, the following rules:

(a) In the event that the purchase and sale were to be carried out by a right of option to buy or sell or other derivatives, the price of the sale shall be added to the premium paid under those options and derivatives, the higher price being applied add the premium paid;

(b) Where the acquisition of the securities has been effected through an exchange or conversion, the price shall be calculated as the weighted average of the market prices of the indicated values at the date of acquisition;

(c) Where the acquisition includes any additional compensation at the price paid or agreed upon or when a payment deferral has been agreed, the price of the offer may not be less than the higher than the amount corresponding to such compensation or deferred payment.

IV. Valuation report. The offeror must submit, in the terms of the regulations of the National Securities and Exchange Commission, a report on the methods and criteria applied to determine the equitable price.

These criteria shall be taken into account in a joint or separate manner and with justification of their respective relevance at the time the offer is made and in duly substantiated form in the prospectus of the offer, and in all cases must be the approval of the administrative and audit bodies and of the Audit Committee of the offeror, if any, and with the opinion of the selling shareholders in respect of paragraph III (c). Integration of the Equitable Price.

V. Objection to the price. The National Securities and Exchange Commission may, within the time limit laid down by the rules governing the body, object to the price offered in accordance with the provisions of the preceding paragraphs where one of the following circumstances occurs:

(a) the negotiation of the marketable securities of the offeree company in the reference period has been affected by the payment of a dividend, a corporate transaction or an extraordinary event allowing a correction to be made; objective of price;

(b) the negotiation of the securities of the company concerned in the reference period shall provide prima facie evidence of manipulation, which shall motivate the initiation of an investigation and/or summary procedure by the National Securities and Exchange Commission;

(c) that the acquisitions of the reference period include any additional compensation at the price paid or agreed, in which case the price of the offer may not be less than the higher price to include the amount corresponding to the compensation.

The National Securities and Exchange Commission may, if the conditions laid down in its rules and at the well-founded request of the offeror, with the exception of the public procurement offers, apply to paragraphs 1 (b), and (II) of this Article where the offeree company is demonstrably in serious financial difficulties in accordance with the provisions of the assessment which arise from the rules governing the body.

The National Securities and Exchange Commission must take particular account of the decision-making process which sets the price of the offer, in particular the prior information and the basis of that decision, as well as the fact that the decision has been requested by the Commission. the opinion of an independent expert assessor and the favourable opinion of the Audit Committee and the administrative and audit bodies of the issuing company of the marketable securities covered by the offer. The National Securities and Exchange Commission will issue a procedure to be applied for cases where the agency objects to the price, which will include the way in which the offeror will be able to challenge the objection of that commission.

Mandatory takeover bids may not be launched until the objections that the National Securities and Exchange Commission may have with respect to the price offered in the terms of this article as well as to others are resolved. aspects of the documentation submitted.

The lack of objection of the price by the National Securities and Exchange Commission, within the time limit laid down in the regulations, does not prejudice the right of shareholders to challenge in judicial or arbitral headquarters the price offered. For the challenge of the price for the shareholders will be established in article 96 of this law.

VI. Price in the voluntary takeover bids. In the case of a voluntary takeover bid, the offeror may fix the price at its discretion without applying the rules set out in this Article and in Article 98 of this law relating to the fair price. Without prejudice to this, the offeror shall comply with all other obligations laid down in this law and in the regulations issued by the National Securities and Exchange Commission.

Article 73.-Substitute Article 89 of Law 26,831, which shall be worded as follows:

Article 89: Incompliance. In the event of non-compliance in the formulation of a public tender of compulsory acquisition, the National Securities and Exchange Commission, after intimation to the obligors to comply with the provisions of this Chapter, shall have the auction of the shares acquired, without prejudice to any other sanctions which may be imposed, in addition to the fact that the National Securities and Exchange Commission may decide that persons who do not comply with the obligation to make a public offer of the acquisition does not exercise the political rights deriving from the actions of the company whose exercise of the right to exercise the right to exercise the right to exercise such rights.

It shall be understood that it is in breach of the obligation to make a public procurement tender who (1) does not present it within the prescribed maximum period, (2) the present with manifest irregularities in accordance with the criteria contained in the (3) the present outside the maximum period established; and/or (4) does not specify it within the time limit set by the rules of the National Securities and Exchange Commission since the acquisition of the public offering is mandatory.

Article 74-Substitute Article 90 of Law 26,831, which shall be worded as follows:

Article 90: Universal scope. The system of public supply of acquisition regulated in this chapter includes all the companies that are authorized by the National Securities and Exchange Commission as broadcasters in the system of public offering of shares.

Article 75.-Substitute Article 91 of Law 26,831, which shall be worded as follows:

Article 91: Supposed. The provisions of this Chapter apply to all public limited companies whose shares are authorized by the public offering granted by the National Securities and Exchange Commission.

Where an anonymous company is subject to almost total control:

(a) Any minority shareholder may, at any time, intimate the controlling person to make an offer of purchase to all minority shareholders at a fair price in accordance with the terms of paragraph (II) of the Article 88 of this law;

(b) Within the period of six (6) months from the date on which it is under the near-total control of another person, the latter may issue a unilateral declaration of willingness to acquire the entire remaining share capital held by the third parties.

Article 76.-Substitute Article 93 of Law 26,831, which shall be worded as follows:

Article 93: Right of minority shareholders. The controlling person is intimated to make all the minority shareholders an offer of purchase, if the controlling person agrees to make the offer, he may choose to make a public offer of purchase or to use the method of the The acquisition declaration is regulated in this chapter.

In the event that the controlling person is an anonymous company with trading in its shares and these shares are publicly offered in markets of the country or abroad authorized by the National Securities and Exchange Commission, the controlling company, In addition to the cash offer, it will be able to offer to the entire minority shareholders of the society under control almost total that they opt for the exchange of their shares for shares of the controlling society. The controlling company shall propose the exchange ratio on the basis of the balance sheets drawn up according to the rules established for the merger balances. The exchange ratio should also be supported by the opinion of one (1) or more independent evaluators specialized in the field. The National Securities and Exchange Commission will regulate the requirements for minority shareholders to exercise the option.

After sixty (60) working days from the intimation to the controlling person without the person making a public offer to acquire shares or the acquisition statement, the shareholder may demand that his/her shares be declared as actions have been acquired by the controlling person and the court or tribunal has jurisdiction to determine the fair price in money of its shares, in accordance with the criteria of Article 88 (II) of this Law and that the person The controller is condemned to pay.

In any of the cases provided for in this Article, even for all the purposes set out in the preceding paragraph, or to challenge the price or the exchange ratio, the procedural rules laid down in Article 96 of this Law shall be governed by the law, the proceedings are pending in the judicial or arbitral proceedings.

Article 77.-Substitute Article 94 of Law 26,831, which shall be worded as follows:

Article 94: Declaration of willingness to acquire the entire remaining capital. The unilateral declaration of willingness to acquire the entire remaining social capital held by third parties referred to in Article 91 (b) of this Law, called the acquisition declaration, must be settled by the the administrative body of the controlling legal person or carried out in a public instrument in the case of physical persons. It is a condition of validity of the declaration that the acquisition includes all the shares in circulation, as well as all other securities convertible into shares held by third parties.

The acquisition declaration shall contain the fixing of the equitable price in accordance with Article 88 (II) of this law which the controlling person shall pay for each remaining action held by third parties. Where appropriate, it shall also contain the fixing of the equitable price to be paid for each convertible title. For the determination of the equitable price shall be as set out in article 98 (d) of this law. If the person controls an anonymous company with the negotiation of its shares and other conditions laid down in the second paragraph of Article 93 of this Law, it may offer the minority shareholders the option of exchange of shares there. provided for, under the same conditions laid down therein.

Within five (5) working days from the date of issue of the declaration, the controlling person shall notify the company under almost total control of the acquisition statement and submit the request for withdrawal of the offer. publishes the National Securities and Exchange Commission and the markets in which its shares are listed.

The acquisition declaration, the value fixed and the other conditions, including the name and address of the financial institution referred to in the following paragraph, shall be published for three (3) days in the Official Market Bulletin where the List of actions, in the Official Gazette of the Argentine Republic and in one (1) of the most circulation newspapers in the Republic of Argentina. Publications should be immediate according to the frequency of each media.

Within five (5) business days counted from the compliance by the National Securities and Exchange Commission, the controlling person is required to deposit the amount corresponding to the total value of the shares and other convertible securities. included in the acquisition declaration, in an account specially opened to the effect in a financial institution in which it is admitted that the Fund of Sustainability of the Integrated System of the Argentine Social Security System can make investments in the form of fixed-term deposits. In the case of exchange offers, the securities representative of the shares accepted in exchange by the minority shareholders who have expressed their will in this regard shall be deposited in the accounts of the entities authorized by the National Securities Commission. The deposit must be accompanied by a listing of the minority shareholders and, where appropriate, the holders of the other convertible securities, with an indication of their personal data and the amount of shares and amounts and, where appropriate, of shares in exchange that corresponds to each one. The National Securities and Exchange Commission shall have the means to keep the public, the list of financial institutions admitted for the purpose of the deposit, up to date and publicly available.

Article 78.-Substitute Article 96 of Law 26,831, which shall be worded as follows:

Article 96: Impeachment of the equitable price. Within three (3) months from the date of the last publication referred to in the first paragraph of Article 94 of this Law, any minority shareholder and, where applicable, any holder of any other convertible title, may challenge the value assigned to the shares or convertible securities or, where applicable, the proposed exchange ratio, on the grounds that the value assigned by the controlling person is not an equitable price.

In the case of public procurement bids as referred to in Articles 87, 91 and 98 of this Law, minority shareholders may object to the price since the announcement of the offer and the filing of the withdrawal request and until the deadline for objection to be given by the National Securities and Exchange Commission in accordance with the rules governing such effects.

After the time limits indicated above, which shall give rise to the expiry, the published valuation shall be determined in respect of the minority shareholder who has not contested. The same applies to the holder of convertible securities which he has not contested.

The proceedings of the contested decision do not alter the full transfer of the shares and the securities convertible in favour of the controlling person, except in the case of the tenders laid down in Articles 87, 91 and 98 of this Law, which do not may be specified until the prior authorization of the National Securities and Exchange Commission is obtained. During the process of impeachment, all the rights corresponding to the actions and the convertible, patrimonial or non-patrimonial titles correspond to the controlling person.

The dispute may be brought before the arbitral tribunal on the market in which the company has negotiated or before the ordinary courts with jurisdiction in the business of the company's domicile. All the challenges presented by the minority shareholders and, where appropriate, the holders of other convertible securities, will be accumulated for their processing before the same court. The process of impeachment shall be suspended until the expiry of the period of validity referred to in the first paragraph of this Article or until all the legitimate persons have initiated the action of impeachment.

To this end all shareholders or holders of other convertible securities which have not voluntarily withdrawn the funds from the account referred to in the last paragraph of Article 95 of this Law shall be deemed to have been entitled to such a purpose.

Of the challenge, which can only refer to the valuation given to the shares and, where appropriate, to the other convertible securities, as well as to the exchange ratio, if this is the case, the controlling person will be transferred for the period of ten (10) working days. The evidence must be provided with the initiating document and with the statement of defence. The arbitral tribunal or the judge, as appropriate, shall appoint the expert experts in the number which it considers to be relevant to the case and, after a further transfer for five (5) working days, it shall give judgment by setting the final fair price on the 15 (15) working days. The judgment is appealable and the appeal must be duly substantiated, within ten (10) working days. The transfer will be run for the same period, and the court of appeal must resolve within twenty (20) working days.

The fees of lawyers and experts shall be set by the arbitral or judicial tribunal, as appropriate, in accordance with the scale applicable to the incidents. Each party shall bear the fees of its lawyers and experts on the part or technical consultants. The fees of experts appointed by the court or tribunal shall always be the responsibility of the person under control except that the difference between the fair price sought by the court of appeal exceeds 30% (30%) of the offered by the controller, in which case the provisions of the first paragraph of Article 154 of the General Law of Societies 19,550 t.o. and its amendments shall apply.

In the case of a corresponding, within five (5) working days, after the final judgment has acquired the authority of res judicata, the controlling person shall deposit the account indicated in the last paragraph of Article 95 of this law. the amount of the price differences that have been determined. The default on the deposit shall be payable by the person in charge of a punishable interest equal to one and a half times the rate of charge in the commercial courts of the jurisdiction corresponding to the domicile of the company. If the arrears exceed thirty (30) days, any shareholder shall be entitled to declare the sale of their securities to be valid. In such a case, the controlling person shall return the ownership of the shares and other rights of the shareholder to his former state, in addition to his liability for the damages caused.

The minority shareholders and, where applicable, holders of other convertible securities, may withdraw the funds corresponding to their shares or convertible securities from the date of the accreditation of the latter deposit, plus the interests which have been subject to the respective amounts.

Art. 79.-Substitute Article 97 of Law 26,831, which shall be worded as follows:

Article 97: Voluntary withdrawal from the public offering scheme. Where a company, whose shares are admitted to the public offering schemes, agrees to withdraw it voluntarily, it shall follow the procedure laid down by the National Securities and Exchange Commission and shall, at the same time, compulsorily promote public offering for the acquisition of shares, subscription rights, convertible bonds in shares or options on shares in the terms provided for in the following Article.

The acquisition of the shares themselves must be made with profits made and liquid or with free reserves, when they are fully integrated, and for their depreciation or disposal within the period of Article 221 of the General Law of Companies 19,550 t.o. 1984 and its modifications, the company must prove to the National Securities and Exchange Commission that it has the necessary liquidity and that the payment of the shares does not affect its solvency. If such extremes are not established, and in cases of corporate control, the obligation provided for here shall be borne by the controlling company, which must prove identical extremes.

Art. 80.-Substitute Article 98 of Law 26,831, which shall be worded as follows:

Article 98: Conditions. The public supply of compulsory acquisition provided for in the preceding Article shall be subject to the following conditions:

(a) it shall be extended to all securities convertible into shares and other negotiable securities giving the right to their subscription or acquisition;

(b) It shall not be necessary to extend the offer to those who have voted in favour of the withdrawal in the assembly, who shall immobilize their securities until the time of acceptance determined by the regulation passes;

(c) In the explanatory prospectus to the public procurement tender, such circumstances shall be clearly expressed and the marketable securities which have been frozen shall be identified and the identity of the holders thereof; and

(d) comply with the rules of determination, information and objection and other provisions of the equitable price as set out in Article 88 and other applicable articles of this law.

Article 81.-Substitute Article 99 of Law 26,831, which shall be worded as follows:

Article 99: General Information System.

I. General information system. The persons referred to in this Article shall inform the National Securities and Exchange Commission in a direct, truthful, sufficient and timely manner, with the formalities and periodicity that they have the following facts and circumstances, without (a) to the detriment of the other who are regulated:

(a) the administrators of registered entities that make public offer of marketable securities and the members of their audit body, the latter in matters of their jurisdiction, about any event or situation that is of their importance (a) suitable to substantially affect the placement of marketable securities or the course of their negotiation. This obligation applies from the moment of filing of the application to make public offer of marketable securities and must be brought to the attention of the National Securities and Exchange Commission immediately. The administrative body, with the intervention of the audit body, must designate one (1) person to be responsible for relations with the market in order to carry out the communication and dissemination of information. referred to in this paragraph, giving account of the aforementioned designation to the National Securities and Exchange Commission and to the respective market and without the appointment to free the persons mentioned above in respect of the obligations which are established;

(b) agents authorised to act in the field of public supply, in respect of any event or unusual situation which is, by its importance, capable of affecting the development of its business, its responsibility or its decisions on investments;

c) Directors, administrators, syndicates, managers appointed in accordance with Article 270 of the General Companies Act, 19.550, t. or. 1984 and its amendments, and members of the supervisory board, holders and alternates, as well as controlling shareholders of issuing entities making public offering of their securities, on the amount and classes of shares, debt securities which are convertible into shares and options for the purchase or sale of both species of marketable securities held by the entity to which they are linked;

(d) the members of the rating board, directors, administrators, managers, syndicates or members of the supervisory board, holders and alternates, of risk rating agents, on the amount and classes of shares, securities representative of debt or options for the purchase or sale of shares held by companies authorised to make public offer of their marketable securities;

(e) Directors and officials of the National Securities and Exchange Commission, the markets, clearing houses, registration entities and other registered agents, on the amount and classes of shares, debt securities and options of the purchase or sale of shares held by companies authorised to make public offer of their marketable securities;

(f) any natural or legal person who, directly or through other natural or legal persons, or all persons belonging to any group acting in a concerted manner, acquires or extraneous shares of a holding company a public offering of marketable securities in an amount that implies a change in the holdings that make up the control group or control groups affecting its conformation, in respect of such an operation or set of operations carried out in a concerted manner without prejudice, where appropriate, to the compliance with the procedure laid down in Chapter II of this Title;

(g) any natural or legal person not included in the operation of the preceding paragraph which, directly or through other natural or legal persons, or all persons belonging to any group acting in a concerted manner, (a) acquire or dispose of any means of a broadcaster whose capital is included in the public offer scheme and which shall grant five per cent (5%) or more of the votes which may be issued for the purposes of the formation of the social will in the ordinary shareholders ' assemblies, in respect of such transactions, once it has been carried out the one by which the above limit was exceeded;

(h) any natural or legal person who holds covenants or agreements of shareholders whose purpose is to exercise the right to vote in a company whose shares are admitted to the public offering or to the company controlling it, whatever its form, including, by way of a merely enunciative, compacts which create the obligation of prior consultation to exercise the vote, limit the transfer of the corresponding shares or of marketable securities, attribute the rights of purchase or subscription of the (a) or provide for the purchase of those securities and, in general, for the purpose or effect of the financial year a joint influence on such companies or significant changes in the structure or relations of power in the government of the company, with respect to such covenants, conventions or changes. The same obligation to report shall, where they are a part of such pacts or have knowledge of them, the directors, administrators, syndicates and members of the supervisory board, as well as the controlling shareholders of such companies. the conclusion or execution of such agreements. Such covenants or agreements shall be filed with the National Securities and Exchange Commission. Compliance with the notification and submission of such covenants or agreements to the said body does not imply recognition of the validity of such agreements or agreements. In the event of non-compliance with the obligation to report, the covenants or conventions shall be of no value.

II. Scope of the Reporting Obligation. In the cases referred to in points (c), (d) and (e) of this Article, the scope of the reporting obligation shall reach both the holdings of their property and those which they directly or indirectly administer to such companies. and controlling companies, controlled or linked to them.

The duty to report shall be maintained at the end of the financial year for which it is designated and in the case of persons covered by points (c), (d) and (e) of this Article during the six (6) months following the effective cessation of its operations. functions.

The statements made by the persons referred to above before the National Securities and Exchange Commission shall, for the purposes of this law, have the effect of an affidavit.

Article 82-Substitute Article 105 of Law 26,831, which shall be worded as follows:

Article 105: Designation of the external auditor. The ordinary shareholders ' meeting, on the occasion of the approval of the accounting statements, shall designate to carry out the external audit functions corresponding to the new financial year to independent registered public accountants according to the criteria to be established by the National Securities and Exchange Commission. The assembly shall revoke the order when a justified cause occurs. Where the designation or its revocation is decided on a proposal by the administrative body, the Audit Committee shall have the following opinion.

For the case of a Small and Medium-sized Company defined in this way as the regulations of the National Securities and Exchange Commission, which does not have an Audit Committee, the prior opinion of the audit body must be required.

Article 83.-Substitute Article 106 of Law 26,831, which shall be worded as follows:

Article 106: Control over external auditors. The National Securities and Exchange Commission shall supervise the activity and shall ensure the independence of the external auditors and the professional associations of external auditors of those entities which make public offer of their securities and of the other participants in the capital market subject to their supervision, without prejudice to the competence of the professional councils as regards the supervision of the professional performance of their members.

Article 84-Substitute Article 107 of Law 26,831, which shall be worded as follows:

Article 107: Information system for penalties. The Professional Councils of Economic Sciences shall report to the National Securities and Exchange Commission immediately on the penalties applied to the public accountants of their registry that comply with audit functions related to states. accounting officers of persons subject to the control of the National Securities and Exchange Commission.

Article 85.-Substitute Article 108 of Law 26,831, which shall be worded as follows:

Article 108: Faculties for the comptroller of the external auditors. For the purpose of fulfilling its duties, the National Securities and Exchange Commission shall have the following powers:

(a) to keep a register of the external auditors and associations of auditors that audit the accounting statements of the entities subject to their control;

(b) Establish the audit standards and the review charges to be met by the external auditors;

(c) Establish quality control standards and independence criteria to be followed and respected by external auditors and associations of university professionals from external auditors;

(d) to organise a system of supervision of the quality control of the external audits of entities making public offering of their marketable securities;

(e) to require, on a regular or occasional basis, the external auditors of all entities subject to the control of the National Securities and Exchange Commission, professional associations of auditors and professional boards, data and information relating to acts or events related to their activity in relation to audits, carrying out inspections and requesting clarifications;

f) In cases where the rights of the minority shareholders may be affected and at the request of shareholders representing a percentage of not less than 5% (5%) of the social capital of the company making public offer of its shares, the National Securities and Exchange Commission may, after the opinion of the audit body and the Audit Committee of the company and whenever it warns verisimilitude of the damage invoked to the shareholders, to ask the society for the designation of one (1) external auditor proposed by them for the completion of one (1) or several particular tasks or limited in time, at the expense of the persons concerned; and

(g) Impose sanctions on the external auditors in the terms of Articles 132 et seq. of this Law.

Article 86.-Substitute Article 109 of Law 26,831, which shall be worded as follows:

Article 109: Integration. In companies that make public offer of their shares, an Audit Committee shall be set up which shall operate in a collegiate manner with three (3) or more board members and the majority of which shall necessarily have the status of independent, in accordance with the criteria to be determined by the National Securities and Exchange Commission. These criteria shall determine that, in order to be qualified as an independent, the director must be independent of the company as well as of the controlling shareholders and must not perform executive functions in the company.

The Audit Committee may operate with the members present or communicated to each other by means of simultaneous transmission of sound, images and words when provided for in the social status. It is understood that only the present members of the committee shall be counted for the purposes of the quorum unless the statute provides otherwise. The statute shall establish the manner in which the participation of members at a distance shall be recorded in the minutes. In the case of distance meetings of the Audit Committee, the minutes shall be drawn up and signed within five (5) working days of the meeting by the members present and the representative of the audit body.

Art. 87.-Substitute Article 111 of Law 26,831, which shall be worded as follows:

Article 111: Operations. The markets shall disclose to the general public on a daily basis the record of each transaction, indicating the type of transaction, the identity of the negotiable value and the amount, price, hour, minute and second of the transaction. operation. Markets should have this same information available in real time. The National Securities and Exchange Commission shall prescribe a regulation for the purposes set out in this Article.

Article 88.-Substitute Article 132 of Law 26,831, which shall be worded as follows:

Article 132: Sanctions.

I. Applicable penalties. Natural and legal persons of any kind who infringe the provisions of this Law and their regulations, without prejudice to the criminal or civil liability in which they incur, shall be liable for the following penalties:

(a) "receipt", which may be accompanied by the obligation to publish the operative part of the decision in the Official Gazette of the Argentine Republic and up to two (2) national circulation newspapers at the expense of the subject;

b) Multa of pesos a hundred thousand ($100,000) to pesos one hundred million ($100,000,000), which may be raised up to the five-fold of the profit obtained or of the injury caused as a result of the illicit action, if any of them will result greater;

(c) Disablement of up to five (5) years to perform functions as directors, administrators, syndicates, members of the supervisory board, independent auditors or external auditors or managers of authorised markets and registered or registered agents; of any other entity under the supervision of the National Securities and Exchange Commission;

(d) Suspension of up to two (2) years for the public offering or, where appropriate, the authorization to act in the field of public supply. In the case of mutual funds, it will be possible only to carry out common administrative acts and to attend to requests for rescue of cuotasides, which may sell to that end the assets of the portfolio with the control of the National Commission of Values;

(e) Prohibition to make public offers of marketable securities or, where appropriate, the authorisation to act in the field of the public offering of marketable securities.

II. Entry of the amount corresponding to the penalties. The amount corresponding to the penalty penalties shall be entered by the persons obliged to pay them within five (5) days after the date on which the decision imposing them is signed in administrative and/or judicial headquarters as appropriate. The resources from the fines applied by the National Securities and Exchange Commission will be transferred to the national treasury.

Art. 89.-Substitute Article 133 of Law 26,831, which shall be worded as follows:

Article 133: Guidelines for graduation. For the purposes of fixing the penalties referred to above, the National Securities and Exchange Commission must take particular account of the following graduation patterns: the magnitude of the infringement; the profits generated or the damages caused by the the infringer; the operative volume of the offender; the individual action of the members of the administrative and audit bodies and their involvement with the control group, in particular the independent or external membership of such bodies; organs. In the case of legal persons, directors, administrators, syndicates or members of the Supervisory Board and, as the case may be, managers and members of the Board of Directors shall be jointly and severally liable for those who have been determined. individual responsibility in the commission of the sanctioned conduct.

Art. 90.-Substitute Article 134 of Law 26,831, which shall be worded as follows:

Article 134: Interest on fines . The unpaid fines shall bear interest at the rate determined by the Ministry of Finance, which may not exceed in one and a half time the interest applied by the Banco de la Nación Argentina, an autarchic entity acting in the field of the Ministry of Finance, in your discount operations for commercial documents.

Article 91.-Substitute Article 135 of Law 26,831, which shall be worded as follows:

Article 135: Prescription . The limitation of the actions that were born of the violations to the regime of this law and of Law 24.083 and its modifications will operate to the six (6) years of the commission of the fact that it configures it. That period shall be interrupted by the decision of the Board of Directors of the National Securities and Exchange Commission, which orders the opening of the administrative summary and the acts and proceedings of proceedings inherent in the substantiation of the summary, such the opening to the test, the closing of the probative period and the call to plead, with their respective notifications. The limitation of the fine shall be limited to three (3) years from the date of notification of the fine or from the date on which the fine is fixed, if it has been appealed.

Art. 92.-Substitute Article 138 of Law 26,831, which shall be worded as follows:

Article 138: Processing The substantiation of the summary will be a function of another dependency of the separate and independent National Securities Commission from which the proposal of charges is formulated. The sumarial dependency, once the summary has been substantiated, will elevate the actions to the directory with its recommendations for the consideration and decision of the same. Decisions by the National Securities and Exchange Commission (NComisión Nacional de Valores) instructing summary and during its substantiation shall be non-actionable but may be challenged when the respective appeal is filed, if the final decision is appealed.

Once the proposal of the charges has been formulated and in the form prior to the opening to the test of the sumarial procedure, a preliminary hearing will be held in order to receive the explanations of the accused and for the purpose of determining the facts questions, in order to give the principles of concentration, the procedural economy and the immediate effect a virtuality.

Art. 93.-Substitute Article 139 of Law 26,831, which shall be worded as follows:

Article 139: Complainant . Where the proceedings are initiated by complaint to the National Securities and Exchange Commission, the complainant shall not be considered part of the proceedings and shall not be able to access the proceedings.

The complaints submitted shall be dealt with in accordance with the rules laid down by the National Securities Commission.

The board of the said body may, after obtaining the opinion of the competent bodies, reject the complaint when the facts of its single exposure or of the preliminary examination have been made, that the facts do not cover the offences described in the law or in the applicable regulations.

Art. 94.-Substitute Article 140 of Law 26,831, which shall be worded as follows:

Article 140: Abbreviated procedure . The National Securities and Exchange Commission may provide, in the opening decision of the summary, the personal appearance of the parties involved in the summary procedure to the preliminary hearing provided for in Article 138 of this Law. require the explanations it deems necessary and even to discuss any discrepancies which may exist on matters of fact, in accordance with the act of the preliminary hearing. The summons shall include in particular the subject matter of the hearing. If the facts are accepted and the express recognition by those involved in the offending conduct and their responsibility is mediated, the National Securities and Exchange Commission may have the conclusion of the sumarial procedure. without further processing the application of the appropriate penalties.

Article 95.-Substitute Article 143 of Law 26,831, which shall be worded as follows:

Article 143: Resource. Competition.

I. Direct resources. It corresponds to the Federal Appeals Chambers with competence in commercial matters:

(a) Understand in the review of the sanctions imposed by the National Securities and Exchange Commission, including statements of irregularity and ineffectiveness for administrative purposes and the suspension or revocation of registrations or authorizations; and

b) Understand in the review of the refusals of registration and authorizations.

Article 96.-Substitute Article 144 of Law 26,831, which shall be worded as follows:

Article 144: Judged. Competition.

I. Judged. It is up to the federal courts with competence in commercial matters to understand in:

(a) the execution of tax rates, authorization duties and fines imposed by the National Securities and Exchange Commission;

(b) the requests for search warrants requested by the National Securities and Exchange Commission for the performance of its audit functions;

(c) other requests for judicial assistance for the execution of their decisions;

(d) Orders for the designation of auditors to be carried out by the National Securities and Exchange Commission, which shall be substantiated in the terms of the General Company Law, 19,550, t. or. 1984 and its amendments.

Art. 97.-Substitute Article 145 of Law 26,831, which shall be worded as follows:

Article 145: Sanctions appeal . The direct resources referred to in Article 143 (I) (a) of this Article shall be brought and founded before the National Securities and Exchange Commission within ten (10) working days of the notification of the contested act.

The action shall be brought and founded in writing before the National Securities and Exchange Commission within ten (10) working days of the notified measure and shall be granted with effect from the return, with the exception of the action against the imposition of fine suspensory effect. The National Securities Commission will forward the actions to the federal chamber with respect to the commercial matter, which will print the procedure provided for in the Civil and Commercial Code of the Nation for the Free Appeals. granted.

The National Securities and Exchange Commission will be a party to the appeal and the Public Ministry will act as a prosecutor of the law.

Art. 98.-Substitute Article 153 of Law 26,831, which shall be worded as follows:

Article 153: Advances by legal defense . In civil or criminal proceedings initiated against the officials of the National Securities and Exchange Commission for acts or omissions in the performance of their duties, the agency or the national state shall bring forward reasonable costs for legal assistance. requires the defense of the official as a result of the final decision of the legal actions. Where the official is responsible for the final judgment, the official shall be obliged to return the advances which he would have received with the corresponding interest. The National Securities and Exchange Commission shall regulate the procedure referred to in this Article.

The term "official" shall comprise the members of the Board and the other staff of the National Securities and Exchange Commission.

Title IV

Amendments to Law 24.083

Art. 99.-Substitute Article 1 of Law 24.083 and its amendments, which shall be worded as follows:

Names and main characteristics.

Article 1: The Common Fund for Investment is considered to be the property of several persons whose rights of co-ownership are recognized as being represented by cuotasides, which may be issued in a way or in a written form. These funds do not constitute companies and lack legal status. Common funds for open investment may be set up, which shall be integrated by (i) marketable securities with public offering and national, provincial, and municipal public securities of the Autonomous City of Buenos Aires and municipalities markets authorised by the National Securities and Exchange Commission, (ii) precious metals or certificates representing the same, (iii) domestic and foreign currency, (iv) derivative financial instruments, (v) instruments issued by financial institutions authorized by the Central Bank of the Republic of Argentina, including bank deposits, vi) a portfolio of assets that replicate stock and/or financial indices or a basket of assets and vii) those other assets, contracts and investments of a financial nature that are available to the National Securities and Exchange Commission. The amount of quota of the common open investment funds may be increased continuously, in accordance with their subscription, or decrease by reason of the bailouts produced in the terms of this law and the rules of the National Securities Commission.

Common funds for closed investment may also be set up, including those which will integrate their assets with (i) the assets authorised for the common funds of open investment, (ii) movable or immovable property, (iii) securities that have no offer public, (iv) credit rights of any nature and v) those other assets, contracts and investments that are available to the National Securities and Exchange Commission. These funds must be made up of a maximum amount of cuotasides, which may be increased in accordance with this law and in the regulations of the National Securities and Exchange Commission and will have a fixed term of duration, which may be extended in accordance with the terms of this law and regulations. The cuotasides of these funds may not be rescued, except by virtue of the exceptions provided in this law and in those that establish the regulations and must have public offer authorized by the National Securities and Exchange Commission. they are admitted to trading on a market authorised by that body.

Without distinction, closed and open common funds may be constituted in such a way as to replicate the behavior of a certain stock or financial index or a basket of assets. These funds must be publicly offered and listed on markets authorized by the National Securities and Exchange Commission. The characteristics and requirements for the formation of these funds, the offer, placement, subscription, negotiation and reimbursement of the cuotasides, as well as the conditions for its operation, limits and restrictions on investments will be determined by the National Securities and Exchange Commission in its regulations.

Common funds for open or closed investment may also be established, the object of which is the investment of voluntary savings intended for the withdrawal of their partisans, under the conditions and with the characteristics provided by the National Commission. of values in its rules.

The common investment funds may have a broad or specific investment object in the terms of this law and the regulations of the National Securities and Exchange Commission.

Common investment funds having one (1) or more specific investment objects shall use a denomination to enable them to identify such a characteristic and shall invest in assets related to that object in the percentages Minimum requirements for the regulation of the National Securities and Exchange Commission.

The common investment funds may issue different classes of cuotasties with different rights.

The quota may give co-ownership rights in accordance with the provisions of the first paragraph of this Article and may also be issued in respect of rent with a specified nominal value and an income calculated on that value for which payment shall be made. subject to the performance of the assets that are included in the fund under the terms and conditions of the regulations issued by the National Securities and Exchange Commission.

In no case will it be possible to hold the Cuotappartists responsible or liable for sums exceeding the fund.

The assets that make up the mutual funds are a separate patrimony of the assets of the managing company, the depository society and the quasi-partists. In no case will the quasi-partists, the managing society and the depository society be personally responsible for the obligations of the Common Investment Fund, the creditors of the Cuotappartists, the managing society and the society (a) Depository may exercise rights over the assets of the Common Investment Fund.

The common investment funds shall be governed by a regulation called the Management Regulation which shall have the content laid down in this Law and in the rules of the National Securities Commission.

The offer of the shares of the closed mutual funds will be made by means of a prospectus of public offer in the terms of this law, of Law 26,831 and its modifications and the regulations of the National Commission of Values. The prospectus for the public offering shall contain the content to be determined by the regulation of the said body. The use of the public offering prospectus for the open mutual funds shall not be mandatory unless required by the National Securities and Exchange Commission in its regulations. In accordance with the rules of the said body, the bodies of the common investment funds may not begin to act as such, nor will they be able to make efforts aimed at the placement of any of the common funds investment, until it has submitted the respective Management Regulation to that body in accordance with the terms laid down in Article 11 of this Law.

The placement of cuotasides of the common funds of investment may be carried out by the managing company, the depository society and/or through agents authorized by the regulations of the National Securities and Exchange Commission.

Article 100.-Substitute Article 2 of Law 24.083 and its amendments, which shall be worded as follows:

Article 2: The term "common fund" of open or closed investment, respectively, as well as the like, as determined by the rules of the National Securities and Exchange Commission, may be used only for the funds which are in accordance with the requirements of this law, the designation which allows them to be added shall be added.

Article 101-Substitute Article 3 of Law 24.083 and its amendments, which shall be worded as follows:

Management and administration. Custody

Article 3: The management and administration of the common investment funds shall be carried out by a public limited liability company which shall act with the name of the managing company or by a financial institution authorised to act as securities portfolio manager of the Financial Entities Act, 21,526, and its modifications and additions.

The custody of the assets of the mutual funds shall be carried out by a financial institution governed by the Financial Entities Act, 21,526 and its amending and complementary and shall act with the name of a depository company, with the specific obligations laid down in Article 14 of this Law.

I. The managing company of the common investment funds shall:

(a) to exercise the collective representation of the individual co-owners in respect of their interests and with respect to third parties, in accordance with the agreed contractual regulations and the applicable regulatory framework;

b) To administer the funds professionally with the diligence of the good businessman, in the collective interest of the Cuotappartists and in all cases prioritizing that interest;

(c) Conting with the minimum assets and complying with the other requirements laid down in the regulations of the National Securities and Exchange Commission.

II. Autonomy of the managing company. The managing company may not in any case have the same offices as the depository company, which must be totally independent. The managing company must operate with total autonomy of any other company, whether or not it develops the same activity, and must have such effects with the elements that prove it.

III. Functions of the managing company. Management companies may perform the following functions, as well as other functions determined by the National Securities and Exchange Commission: (a) management of common investment funds; (b) investment management; and (c) placement and distribution of any of the common funds of investment under his administration and/or under the administration of other management companies in accordance with the provisions of this Law, Law 26,831 and its amendments and the regulations which the National Securities Commission.

IV. Without prejudice to the rules governing the National Securities and Exchange Commission, the following provisions shall apply to the management of investments by the management companies:

(a) Investments administered by the managing company shall be recorded and accounted for separately from the operations of the mutual funds. Instruments, goods and contracts shall be identified in the internal registry, without the possibility of imposing embargoes and precautionary measures on all or part of the property of the clients, except for personal obligations of the clients and only on the of his property; and

(b) The administration of the investments must be carried out exclusively for the best convenience of each client.

V. The common investment funds shall be audited annually by independent external auditors in the terms of the regulations that the National Securities and Exchange Commission may issue. Without prejudice to other tasks assigned by the regulation, the external auditors shall give an annual opinion on the internal control mechanisms and the information systems.

Article 102-Substitute Article 4 (1) of Law 24.083 and its amendments, which shall be worded as follows:

Article 4 °: The managing company and the depository company are responsible, individually and separately, for the damages that could be caused to the Quotappartists for the non-compliance with the obligations inherent to each of them arising from the applicable rules, the management regulation and the prospectus for the public offering, with the provision that, in no case, each of these agents will be liable for the fulfilment of the obligations of the other.

Without prejudice to the obligations applicable to them under the General Corporations Act, 19,550, t.o. 1984 and its amendments, and this law, the directors, managers and members of the audit body of the managing company shall have the obligation to ensure that:

(a) The administrator complies with the provisions of the management rules of each fund;

(b) Information for the Quotapartist is true, sufficient and timely;

(c) The investments, valuations and operations of the funds are carried out in accordance with the law, the resolutions dictated by the National Securities and Exchange Commission and the provisions of the management regulations;

(d) transactions and transactions carried out are only in the best interests of the fund in question and for the exclusive benefit of the four-party members of the fund.

The directors, managers and members of the supervisory bodies of the managing company and the depository society will be responsible for their performance as such in the terms of the General Companies Act, 19,550, t. or. 1984 and its amendments.

In the terms of the regulations that the National Securities Commission will dictate to such effects, the managing company may hire investment advisers for its common investment funds.

Prohibit the directors, managers, proxies, and members of the supervisory bodies of the managing company from taking over any of the management and control bodies of the depository society and vice versa. The directors, managers, employees and members of the audit bodies of the management companies and the depository companies as well as their controlling shareholders and their directors, managers, employees and members of the the audit shall be obliged to comply with the obligations to provide the information given by the National Securities and Exchange Commission, as well as to comply with the restrictions established by the National Securities and Exchange Commission on operations directly or indirect assets shall be made up of assets equal to those forming part of the Common Investment Fund or those to be carried out by the Joint Investment Fund or its quota.

With the exceptions laid down in this law and in the regulations of the National Securities and Exchange Commission, it shall prohibit the managing company from making for the common funds of investment under its administration any type of operation with (i) its controlled, controlling, common, affiliated and related companies; and (ii) the Depositary and its controlled, controlling, common, affiliated and related companies.

Art. 103. -Article 4 (a) is incorporated into law 24.083 and its amendments, which shall be worded as follows:

Article 4 (a): The National Securities and Exchange Commission may provide that the managing companies have an independent director in the terms of the regulation of that body.

Article 104.-Substitute Article 5 of Law 24.083 and its amendments, which shall be worded as follows:

Article 5 °: The managing company may administer several common investment funds, in which case it shall:

(a) Adopt the measures leading to the total independence of the measures, which must be entered in the management regulation;

(b) Increase the minimum net worth by the percentage of the National Securities Commission's regulation for each additional fund it administers.

Article 105.-Substitute Article 6 of Law 24.083 and its amendments, which shall be worded as follows:

Article 6: The management of the Common Investment Fund should be in line with the investment objectives set out in the management regulation and, where appropriate, the detailed statements in the prospectus for the public offering.

In the event that the Common Fund for Open Investment consists of marketable securities, they must have a public offer in the country or abroad.

Common open investment funds must invest at least seventy-five percent (75%) in assets issued and traded in the country. For the purposes of this paragraph, the Certificates of Argentine Deposit (Cedears) shall not be considered, securities issued and traded in the country, with the exception of those Cedears whose underlying assets are not considered foreign nationals in accordance with the regulations of the National Securities and Exchange Commission.

The investment of the common funds closed in assets in which the common open investment funds may invest shall be governed by the provisions of the preceding paragraphs.

With respect to investment in assets in which only the common funds of closed investment may invest, they shall be located, constituted, originated, issued and/or located in the country as established by the rules of the National Securities Commission. Where there are international economic integration treaties to which the Republic of Argentina is a party, which prevent the integration of the respective capital markets and/or the National Securities and Exchange Commission has concluded agreements with the with respect to the competent authorities of the countries which are part of those treaties, the said body may provide that marketable securities issued in any of the Member States shall be regarded as assets issued and traded in the country for the purposes set out in this Article, subject to such marketable securities (a) shall be negotiated in the country of origin of the broadcaster on markets approved by the respective securities commissions or equivalent bodies.

Article 106.-Substitute Article 7 of Law 24.083 and its amendments, which shall be worded as follows:

Article 7 °: Bans.

I. Bans on the management of the common funds for investment. The management of the common investment funds cannot:

(a) Investing in marketable securities issued by the managing company and/or the depository company, or in the form of other common investment funds in such cases with the exceptions provided for in the rules of the National Commission of Securities, which shall be in particular care for the protection of the interests of the partisans in respect of commissions and expenses and for transactions with related companies of the managing company and the depository company;

(b) to acquire marketable securities issued by the controlling entity of the managing company and by the affiliated and affiliated companies of that entity, in a proportion greater than two per cent (2%) of the capital or the liability obligation of the controller, according to the case, according to the accounting information to be submitted according to the regulations of the National Securities and Exchange Commission. The actions acquired in this case shall be without the right to vote as long as they belong to the fund;

(c) Constituency of the portfolio with marketable securities representing a higher percentage than the national capital stock, equity and total liabilities of the same broadcaster or financial trust is available, as corresponds, in accordance with the accounting information to be submitted in accordance with the rules of that body;

d) Invest in a single title issued by the State with equal terms of issue in a percentage greater than that provided by the regulations of the National Securities and Exchange Commission. For such purposes, public titles with equal emission conditions shall be considered, the different series of the same title in which only the date of issue changes.

II. Exceptions. In the cases referred to in points (a) and (b) of paragraph I of this Article, the prohibition shall not be deemed to have been achieved by the prohibition of marketable securities for financial trusts in which the depository company shall act as a trustee.

The National Securities and Exchange Commission shall establish guidelines for the diversification and valuation of assets, liquidity and minimum dispersion to be met by the common funds of open investment.

Art. 107.-Article 7a is incorporated into law 24.083 and its amendments, which shall be worded as follows:

Article 7 (a): Common Investment Funds may be set up exclusively for Investors Qualified in terms established by the National Securities and Exchange Commission in its regulations to be considered by the International cooperation in this field. In particular, such a body shall take into account annual income and income requirements.

The Common Investment Funds referred to in the preceding paragraph shall be exempt from the investment limits and restrictions established in this law in accordance with the provisions laid down by the National Securities and Exchange Commission.

Art. 108.-Substitute Article 8 of Law 24.083 and its amendments, which shall be worded as follows:

Article 8 °: The limitations laid down in Article 7 of this Law may be temporarily exceeded when the rights of subscription or conversion are exercised, or dividends are collected in shares, and such limits must be re-established in the term that the National Securities and Exchange Commission has to regulate.

Article 109.-Substitute Article 9 of Law 24.083 and its amendments, which shall be worded as follows:

Article 9: They cannot integrate the administrative and audit bodies of the managing companies and deposit the funds: the persons subject to judicial interdiction, the non-rehabilitated or the non-rehabilitated, the minors or (b) disabled persons, those who are sentenced to a penalty of access to the public office for the exercise of disqualification, or for offences of offence and offenders referred to in Article 132 (c) and (d) of Law 26831 and their amendments.

Art. 110.-Substitute Article 10 of Law 24.083 and its amendments, which shall be worded as follows:

Trade union

Article 10: The members of the Fiscalizing Commission of the managing company are obliged:

(a) to certify the financial statements of the fund in the periods or periods as determined by the rules to be laid down by the National Securities and Exchange Commission;

(b) to permanently monitor the state of the portfolio;

(c) To report to the National Securities and Exchange Commission the irregularities in which, in its opinion, the managing company would have been incurred.

These duties are established without prejudice to the functions assigned to the syndicates by the General Companies Law, 19,550, t. or. 1984 and its amendments.

Article 111.-Substitute Article 11 of Law 24.083 and its amendments, which shall be worded as follows:

Management Regulation

Article 11: The management regulation shall be held by public deed or by private instrument with signatures ratified before the public write-in between the managing and depository companies, prior to the commencement of the operation of the Common Fund Investment and lay down the contractual rules governing the relations between the names and the individual co-owners. Where appropriate, the prospectus for the public offering shall be accompanied by the management regulation. The Management Regulation, and where appropriate, the prospectus for public tender, as well as any amendments which may be made to them, shall enter into force in accordance with the procedure laid down for that purpose by the National Securities and Exchange Commission, publication in terms of the regulations of the National Securities and Exchange Commission.

Article 112.-Substitute Article 12 of Law 24.083 and its amendments, which shall be worded as follows:

Article 12: The subscription to the Common Investment Fund (JF) includes, in full, adherence to the management regulation and to the prospectus for the public offering, if any. Both documents shall be made available to investors in the terms of the regulations of the National Securities and Exchange Commission.

Article 113.-Substitute Article 13 of Law 24.083 and its amendments, which shall be worded as follows:

Article 13: The management regulation should specify the following aspects and those other aspects that the National Securities and Exchange Commission may provide by means of the rules that dictate to such purposes:

(a) Policies and plans adopted for the investment of the equity of the Common Investment Fund, specifying the objectives to be achieved, the constraints on investments by type of asset and, including appropriations, the nature of investments and the the existence or non-existence of hedge against the risk of non-compliance;

(b) the rules and time limits for the receipt of subscriptions and orders for reshoots of cutouts and the procedure for the respective calculations;

(c) Limits on the management costs and the fees and fees to be collected in each case by the managing and depository companies as well as from the emerging of the placement and distribution of the cuottes; a limit must be set annual maximum percentage for any concept whose twelfth part applies to the net worth of the Common Investment Fund at the end of each month; except where the rules governing the management of the common funds for investment closed provide for successful fees. The expenses, commissions, fees and any charges made to the Joint Investment Fund shall not exceed the said limit, excluding only (i) the fiscal, legal and notarial costs, emerging in a direct, reasonable and justified manner, the exercise of the collective representation of the Cuotappartists of the Common Investment Fund, exercised pursuant to Article 3 (a) of this Law; and (ii) the duties, duties, and taxes corresponding to the negotiation of the assets of the fund or the operations related to the acquisition, sale, establishment of charges and other acts of disposal and administration of the assets of the fund;

(d) Conditions for the exercise of the right to vote in respect of shares and other transferable securities with the right to vote which shall include the fund;

(e) Procedure for the amendment of the management regulation;

(f) the term of the state of indivision of the fund or the constancy of being indefinitely;

(g) Causes and rules for the settlement of the fund and the basis for the distribution of the assets between the co-owners and the requirements for the dissemination of such settlement;

(h) the distribution system to the co-owners of the profits produced by the operation of the fund, if this arises from the objectives and the investment policy identified;

(i) Provisions to be taken on the grounds that the managing company or the depository company is not in a position to continue the functions attributed to them by this law or those provided for in the Management Regulation;

(j) Determination of the maximum ceilings to be charged for subscription and rescue costs.

In addition, in the case of closed joint investment funds, the management regulation should also include clauses relating to the provisions laid down in Article 24a of this Law.

Article 114-Substitute Article 14 of Law 24.083 and its amendments, which shall be worded as follows:

Deposit-Goods-Indivision

Article 14: The financial institution that is a Managing Company may not act as a Depositary Company for the assets that make up the Common Investment Funds that it administers in that character.

It is the responsibility of the Depositary Society:

(a) the perception of the amount of the subscriptions and the payment of the ransoms required in accordance with the requirements of this law, the regulations of the National Securities and Exchange Commission and the Management Regulations;

(b) The monitoring of compliance by the Managing Society with the provisions related to the procedures for the acquisition and negotiation of the assets belonging to the Fund, as provided for in the Management Regulation;

(c) the holding and deposit of marketable securities and other instruments representing investments, payment and recovery of accrued profits, as well as the proceeds of the purchase of securities and any other transactions inherent in such securities; activities.

Marketable securities and other instruments representing investments may be deposited with a collective warehouse agent or agents that fulfil similar functions as established by the rules in accordance with the provisions of the laws 26,831 and 20,643 and their amendments;

(d) to carry on its own or through a collective warehouse agent or agents who fulfil similar functions as laid down in the regulation, the registration of written or nominative cuotasides and, where appropriate, the issuing of the constances which request the cuotappartists;

(e) In the case of a closed Common Investment Fund, in addition to the functions set out in the preceding paragraphs of this Article, the Depositary Company shall:

I. Acting, where appropriate, as the owner and holder of the property, as appropriate, of the goods, for the benefit of the Cuotappartists and in accordance with the instructions of the Managing Society. The latter must give its assent to any act of acquisition, disposal and/or lien of the goods under administration.

II. Carry out in respect of the assets of the Common Investment Fund all the acts of administration and disposition that are necessary for its conservation, sale, exchange or swap, as appropriate, as well as the contracting of indebtedness and establishment of personal and real guarantees, including mortgage and garment, leasing and/or leasing, in accordance with the instructions issued by the Managing Company. The Management Regulation may assign these tasks directly to the Managing Society, without any other instrument.

III. Safeguard the assets of the Common Investment Fund.

The accounts for the Common Funds of Investment shall be individualized under the ownership of the Depositary Company with the attachment of the character which it magazine as a body of the Fund.

Article 115-Substitute Article 15 of Law 24.083 and its amendments, which shall be worded as follows:

Article 15: The indivision of the equity of a Common Investment Fund does not cease at the request of one (1) or several of the undivided co-owners, their heirs, right-holders or creditors, who cannot request their dissolution during the (a) the term of office of the Member State of the European Parliament and of the Council of the European Parliament and of the Council of the European Parliament.

The common investment funds may be merged and/or spun off subject to the prior authorization of the National Securities and Exchange Commission, governed by the guidelines, conditions and procedures to be set out in its regulation for these purposes. body.

Article 116-Substitute Article 16 of Law 24.083 and its amendments, which shall be worded as follows:

Article 16: Disengagement of the partners in the indivision of a Common Investment Fund operates exclusively for the rescue and recovery of any of the following in the terms of this law and the regulations of the National Commission of Values.

Article 117.-Substitute Article 17 of Law 24.083 and its amendments, which shall be worded as follows:

Article 17: The sums in national and foreign currency not invested, belonging to the Fund, must be deposited in financial institutions authorized by the Central Bank of the Argentine Republic, other than the depository company of the Common Fund of Investment in question and/or in international financial institutions meeting the conditions to be determined by the regulations of the National Securities and Exchange Commission. Without prejudice to this, deposits may be made in financial institutions acting as a Depositary Company solely for transactional purposes for the fulfilment of the functions of the Fund's organs, and in terms of to set the rules. In addition, non-invested foreign currency sums available abroad and those applied to other foreign currency transactions that are necessary for the operations of the common investment funds in the foreign markets should be deposited in the international financial institutions mentioned above with the limits and collections established by the National Securities and Exchange Commission.

Article 118.-Substitute Article 18 of Law 24.083 and its amendments, which shall be worded as follows:

Certificates

Article 18: Cuotalts issued by the Joint Investment Fund shall be represented by non-endurable, non-endurable co-ownership certificates, in which the rights of the owner of the co-ownership shall be established and shall be signed by the representatives of both bodies of the Fund by means of the procedure laid down in the rules of the National Securities and Exchange Commission. It will also be possible to issue written cuotasides, being in charge of the society would deposit the record of Cuotappartistas. The same certificate may represent one (1) or more cuotasides.

The closed common investment funds may issue global certificates for their deposit in collective deposit schemes.

Article 119-Substitute Article 19 of Law 24.083 and its " amendments, which shall be worded as follows:

Article 19: In the event of theft, loss or destruction of one (1) or more of the certificates, the provisions of the management regulations shall be carried out in accordance with the provisions of the Civil and Commercial Code of the Nation.

Art. 120.-Substitute Article 20 of Law 24.083 and its amendments, which shall be worded as follows:

Subscription and rescue of common open investment funds

Article 20: Subscriptions and bailouts of common open investment funds shall be carried out by valuing the Fund's net worth by means of the prices recorded at the end of the day on which they are requested and in accordance with the procedure to establish the regulations of the National Securities and Exchange Commission. In cases where subscriptions or bailouts are requested for days when there is no negotiation of the Fund's component securities, the price shall be calculated according to the value of the Fund's assets calculated with the prices recorded at the end of the year. the day on which the negotiation resumes. Where marketable securities and rights or obligations arising from future operations and options are traded on markets authorised by that body, the price of the day or, failing that, the price of the last day of the listing on the markets shall be taken. the largest volume of markets operated in that species and in the terms of the regulations of the National Securities and Exchange Commission.

The quota may be subscribed in kind, in accordance with the rules governing the National Securities and Exchange Commission.

Art. 121.-Repeal Article 21 of Law 24.083 and its amendments.

Article 122-Substitute Article 22 of Law 24.083 and its amendments, which shall be worded as follows:

Article 22: The Quotappartists of the Common Fund for Open Investment have the right to demand at any time the ransom, which must be carried out by the bodies of the Joint Investment Fund within three (3) working days of issued the order, against the return of the respective certificate. Without prejudice to this, the management regulation may provide for periods of time to request the respective bailouts or to set longer payment periods in the terms laid down in the regulations of the National Securities and Exchange Commission.

The longer periods for requesting the ransom and for making the payment of the ransom cash will relate to the purpose of the Fund and the impossibility of obtaining liquidity in smaller instalments, corresponding to the National Securities and Exchange Commission. by excessive time limits, the quota shall lack liquidity or the rescue should be prevented in a timely manner by establishing minimum holding times.

In exceptional cases, the rescue in kind may be paid in the terms established by the National Securities and Exchange Commission (NComisión Nacional de Valores).

Article 123-Substitute Article 23 of Law 24.083 and its amendments, which shall be worded as follows:

Article 23: The managing company is empowered to establish in the management regulation that the rescue shall be suspended, as a measure of protection of the Fund, where it is impossible to establish the value of the quota as a result of war, state of internal shock, bank or bank holiday or any other serious event affecting the markets authorised by the National Securities and Exchange Commission and/or the financial markets. The suspension of ransoms when exceeding three (3) days shall result from a decision of the said body.

Article 124.-Substitute Article 24 of Law 24.083 and its amendments, which shall be worded as follows:

Article 24: The subscribers of the quota shall enjoy the right to the distribution of the profits that the Common Investment Fund throws, when it is established by the Management Regulation.

Article 125. -Article 24a is incorporated into law 24.083 and its amendments, which shall be worded as follows:

Public offering, subscription and other provisions of the closed mutual funds

Article 24a: Cuotasides corresponding to the closed mutual funds shall be placed on a public offer as laid down in the rules of the National Securities and Exchange Commission and shall be listed on markets authorised by that body. The National Securities and Exchange Commission shall establish the requirements and procedures for the granting of the respective public offering authorization of the cuotasides of this type of funds.

In the terms laid down by that committee, the management regulation may provide for:

(a) the rescue of the quota before the expiry of the term of the Fund;

(b) the payment of the bailouts of the quota in kind;

(c) the increase in the quantity of cuottes issued;

d) The deferral of contributions to integrate the cuotalds;

e) The extension of the Fund's deadline.

The closed mutual funds may constitute charges and take into account the terms and conditions laid down in the regulations of the National Securities and Exchange Commission.

The said body will dictate regulations on the criteria for diversification, valuation and valuation, liquidity and minimum dispersion to be met by the Common Investment Funds closed.

Art. 126.-Article 24b shall be incorporated into law 24.083 and its amendments, which shall be worded as follows:

Assemblies

Article 24b: The managing companies shall submit to ordinary or extraordinary assemblies of the four-party members of each Joint Investment Fund Closed under their administration the matters referred to in this Article. Ordinary assemblies shall be held one (1) time per year within the first four (4) months following the closing date of each annual financial year. The extraordinary assemblies may be held at any time, when required by the needs of the Fund, in order to decide on the matters to be laid down in the law, the regulations of the National Securities and Exchange Commission and the Management Regulation of the Common Fund for Closed Investment.

It will be up to the ordinary assembly of four-party parties to take any matter provided for in the Fund's management regulations, which is not the same as an extraordinary assembly.

It is the subject of extraordinary assembly of any party that does not fall within the competence of the ordinary assembly, and in particular the following:

(a) the extension of the duration of the Fund. The assembly which deals with the extension of the Fund shall be held at least one (1) year before the expiry of the period laid down. Any party that is displeased with the decision to extend the period may request the redemption of its quotas, which shall be reintegrated with the value of its participation on the due date of the term or at the maximum end of one (1) year, counted from the date of the holding of the assembly, whichever is greater;

(b) the modification of the substantial clauses of the Fund's management regulation, in the terms proposed by the Managing Society, and other modifications as laid down in the management regulation;

(c) early settlement of the Fund;

(d) the replacement of the managing and/or depository companies;

(e) the increase in the quantity of cuotasides issued when the amount of the quota is not otherwise regulated in the management regulation.

The general law of companies 19,550 t.o. 1.984 and its modifications with respect to the convocation, quorum, attendance, representation, voting, validity and other questions of the assemblies will be applicable.

Article 127.-Substitute Article 25 of Law 24.083 and its amendments, which shall be worded as follows:

Tax treatment

Article 25: The tax treatment applicable to the common investment funds governed by this law and the investments made therein shall be that established by the corresponding tax laws, not applying conditions differentials from the general treatment receiving the same activities or investments.

The following tax treatment shall be the subject of the co-ownership and the cost of income of the common investment funds:

(a) The value added tax shall be exempt from the value added tax which may be involved in the issue, subscription, placement, transfer and income.

The tax treatment set out in the preceding paragraph shall apply where the securities are placed on a public offer.

Also, for the purposes of value added tax, credit additions to a Common Investment Fund shall not constitute taxable financial benefits or placements. Where the credit incorporated includes interest in financing, the taxable person for the tax for the benefit of the latter shall continue to be the transferor, unless the payment is to be made to the transferee or to whom he/she indicates, in which The case will be the one who will assume the quality of the taxable person.

Invite the provincial governments and the government of the Autonomous City of Buenos Aires to adopt measures similar to those established in this law, in the field of their respective competences and jurisdictions.

Article 128-Substitute Article 26 of Law 24.083 and its amendments, which shall be worded as follows:

Settlement

Article 26: In the Common Fund for Open Investment the settlement may be decided at any time by both bodies of the Fund, provided that there are reasonable grounds for doing so and the interests of the partisans are assured.

The simultaneous replacement of both bodies of the Fund shall be understood as an early settlement of the Fund, the measures corresponding to the said assumption being taken.

The settlement may not be performed until the decision is approved by the National Securities and Exchange Commission.

Art. 129.-Substitute Article 27 of Law 24.083 and its amendments, which shall be worded as follows:

Public dissemination

Article 27: The common investment funds shall comply with the information system determined by the regulations of the National Securities and Exchange Commission.

Art. 130.-Substitute Article 28 of Law 24.083 and its amendments, which shall be worded as follows:

Article 28: The dissemination of information provided for in the preceding article must be carried out in the terms of this Law, Law 26,831 and its amendments and the regulations of the National Securities and Exchange Commission.

Article 131-Substitute Article 29 of Law 24.083 and its amendments, which shall be worded as follows:

Article 29: Advertising and advertisements which practice the common funds for investment in the form of public dissemination must comply with the provisions of this Law and by Law 26,831 and its amendments and the rules of the Commission National of Securities, not being able to contain false statements or promises.

Art. 132.-Repeal Article 30 of Law 24.083 and its amendments.

Article 133.-Repeal Article 31 of Law 24.083 and its amendments.

Article 134.-Substitute Article 32 of Law 24.083 and its amendments, which shall be worded as follows:

Audit, supervision and registration

Article 32: The National Securities and Exchange Commission is responsible for the supervision, supervision and registration of the managing company and the Depository Society of the mutual funds. It shall also have the power to supervise other persons who are linked to the common investment funds as well as to all transactions, transactions and relationships of any kind relating to them in accordance with the requirements of this law, Law 26,831 and its amendments and the rules which the National Securities Commission establishes in its consequence. Such a body shall have the power to lay down the rules necessary to supplement the provisions of this law as well as the rules applicable to those activities, and to resolve cases not provided for in the present.

Article 135.-Substitute Article 33 of Law 24.083 and its amendments, which shall be worded as follows:

Article 33: If one of the organs of the Joint Investment Fund has ceased to meet the requirements of this law, the National Securities and Exchange Commission shall be required to regularise the situation within an unextended period of time to be issued to the effect. If this is not done, the corresponding summary will be initiated, with the suspension of activities of the society questioned. During the period of suspension, only acts of assistance to the attention of ransom requests may be carried out in respect of the Fund. If one of the organs of the Fund ceases to be active by decision of the respective control body or by another duly proven cause, the other body shall, at the request of the National Securities and Exchange Commission, propose to a replacement, taking charge of the bailouts to be filed in the interim, in accordance with the requirements of the management regulation; and if the replacement is not operated within the time limit set by the National Securities and Exchange Commission, the latter may take the measures which consider necessary for the protection of the interests of the Quotappartists, including the withdrawal of the authorisation to operate. If the simultaneous failure of the two (2) organs of the Fund is produced, the National Securities and Exchange Commission shall take the necessary measures to ensure that the liquidity of the cuotapis is maintained, and may appoint a financial institution. authorized by the Central Bank of the Republic of Argentina to carry out both the functions of the depository company of a Fund, and of liquidator, a designation that cannot be rejected. No substitution shall take effect until it has been approved by the National Securities and Exchange Commission and the formalities established.

Art. 136.-Substitute Article 34 of Law 24.083, which shall be worded as follows:

Article 34: Without prejudice to the specific oversight attributed by this law to the National Securities and Exchange Commission, the Managing and Depositary Societies will be subject to what it does to its members, to the competent bodies of the Nation and to the provinces. A managing company which is not a financial institution shall be regarded as falling within the provisions of Article 299 of the General Law of Companies 19.550, t. or. 984 and its amendments.

Art. 137.-Substitute Article 35 of Law 24.083 and its amendments, which shall be worded as follows:

Sanctions

Article 35: Violations of the provisions of this law, as well as the rules that the audit body will dictate, are liable to the penalties laid down in Law 26,831 and its amendments.

The penalties will be applied by the National Securities and Exchange Commission, following the application of the sumarial regime in law 26,831 and its modifications.

Art. 138.-Repeal Article 36 of Law 24.083 and its amendments.

Art. 139.-Repeal Article 37 of Law 24.083 and its amendments.

Article 140.-Substitute Article 38 of Law 24.083 and its amendments, which shall be worded as follows:

Article 38: Deadline. The National Securities and Exchange Commission shall set the time limits for the common operating investment funds and the management companies and the registered depositary companies to comply with the provisions of this law and the regulations. that the body dictates to the effect.

Article 141.-Repeal Article 39 of Law 24.083 and its amendments.

Title V

Guarantee agents for collective financing

Art. 142.-

I. Guarantee Agent . In financing contracts with two (2) or more creditors, the parties may agree to the formation of mortgage guarantees and loans in favour of a (1) collateral agent, who shall act for the benefit of the creditors and pro rata of their creditors. appropriations, in accordance with the powers and modalities laid down in the financing documents and in accordance with the instructions given to them by the beneficiaries of the guarantee. In such cases, the claims secured by the guarantee may be transferred to third parties, who will be beneficiaries of the guarantee on the same terms as the transferor, not being applicable as provided for in Article 2,186 of the Civil Code and Commercial of the Nation.

II. Opreadability . In the case of collateral or other guarantees, whether or not they are fiduciary, on present and future claims of the debtor's commercial turn or a guarantor, for the purposes of the oponability vis-à-vis third parties in the terms of Article 1,620 of the Code Civil and Commercial of the Nation, it will be sufficient the publication by the giving party of a notice of cession in the journal of legal publications of the jurisdiction of the society and in one of the newspapers of greater general circulation at national level giving account of the granting of the guarantee or the transfer of the security of the present and future credits to the agent; without, for such purposes, the specific notification to the transferred debtor.

Title VI

Amendments to Law 23,576 and its amendments

Article 143.-Substitute Article 1 of Law 23,576 and its amendments, which shall be worded as follows:

Article 1: Companies for shares, limited liability companies, cooperatives and civil associations incorporated in the country, and branches of companies for shares incorporated abroad in the terms of the Article 118 of the General Law of Societies 19.550, t. or. 1.984 and its amendments, may contract borrowings by issuing negotiable obligations, in accordance with the provisions of this law.

The provisions of this standard apply, in the form that the national executive branch rules, to the entities of the national state, the provinces and the municipalities governed by law 13,653 (text ordered by decree 4.053/55) and its amendments, the General Law of Societies 19.550 t. or. (Articles 308 to 314), Law 20.705 and the laws of the Member States.

Article 144.-Substitute Article 3 of Law 23,576 and its amendments, which shall be worded as follows:

Article 3: The obligations referred to in Article 1 of this Law may be issued with a floating, special or common guarantee. The guarantees are constituted by the manifestations that the issuer makes in the resolutions that have the issue and must register, when appropriate according to its type, in the relevant records. In the case of the provision of collateral for present and future claims, the notification to the debtors, the effects of the enforceability of such collateral and the transfer of the securities in respect of third parties in the terms of Article 1,620 of the Civil and Commercial Code of the Nation, will be practiced by the publication in the Official Gazette of the Argentine Republic of the notice referred to in article 10 of this law. This provision will also apply to collateral and fiduciary transfers in guarantee of present and future loans that guarantee marketable securities issued by the national state, the provinces, the Autonomous City of Buenos Aires. Air, the municipalities and the autarquics.

Registration in such registers or the publication of the notice describing the loans provided shall be credited to the comptroller's body prior to the commencement of the placement period. The collateral or mortgage guarantee shall be constituted and cancelled, by unilateral declaration of the issuer when a fiduciary is not present in the terms of Article 13 of this measure, and does not require acceptance by the creditors. The cancellation will only proceed if an average accounting certification of the total redemption or redemption of the guaranteed negotiable obligations, or the unanimous agreement of the obligationists. In the case of negotiable bonds with public offering, the compliance of the National Securities and Exchange Commission is also required.

They may also be guaranteed or guaranteed by any other means, including Reciprocal Guarantee (SGR) Companies, guarantee funds and/or unilateral guarantees under the terms of Article 1,810 of the Civil and Commercial Code of the Nation and by any other type of security provided for in the existing legal order. They may also be guaranteed by financial institutions covered by the respective law.

Negotiable obligations may be issued with limited and exclusive recourse to certain assets of the issuer but not to all of its assets, which may or may not be guarantees on such assets. In the event of non-compliance of the issuer, creditors shall have recourse only to those assets.

Article 145-Substitute Article 4 of Law 23,576 and its amendments, which shall be worded as follows:

Article 4 °: It is permitted to issue negotiable bonds denominated in foreign currency, being able to subscribe in national currency, foreign currency or in kind. In the event that the conditions of issue establish that the services of income and amortization are payable exclusively in foreign currency, the provisions of Article 765 of the Civil and Commercial Code of the Nation will not apply.

Article 146.-Substitute Article 7 of Law 23,576 and its amendments, which shall be worded as follows:

Article 7 °: Titles must contain:

(a) the name and address of the broadcaster, date and place of incorporation, duration and details of their registration in the Public Registry of Trade or relevant bodies, as appropriate;

(b) the serial number and the order number of each title, and the nominal value it represents;

(c) the amount of the borrowing and currency in which it is issued;

(d) the nature of the guarantee;

(e) the conversion conditions where appropriate;

(f) the conditions for redemption, including the mechanisms of subordination that may be agreed upon in the issue;

(g) the formula for updating the capital, where applicable; interest rate and time of payment;

h) Name and surname or denomination of the subscriber, if they are nominative; and

(i) Any other requirement laid down in the regulations of the National Securities and Exchange Commission.

They must be signed in accordance with Article 212 of the General Law of Societies 19,550, t. or. 1.984 and its amendments, Article 26 of Law 20.337, dealing with companies by shares, cooperatives or depository companies for the common funds of investment closed in their custody, respectively, and by the legal representative and a Member of the administrative body designated for that purpose, in the case of civil associations or branches of companies incorporated abroad, or, in the case of limited liability companies, by a manager and the liquidist, if it exists. In the case of written obligations, the data referred to in points (a) and (h) of this Article shall be entered in the proof of opening and the balance sheet, except in the case of negotiable obligations authorised to the public offering.

Article 147.-Substitute Article 9 of Law 23,576 and its amendments, which shall be worded as follows:

Article 9 °: In companies by shares, limited liability companies and cooperatives, the issuance of negotiable obligations does not require authorization of the statutes and may be decided by ordinary assembly, or by the body of administration of the company, thus preventing it from social status. Without prejudice to this, the issuer's income to the public offering of marketable securities shall be settled by assembly.

In the case of convertible bonds in shares, the issue is the responsibility of the extraordinary assembly, except in the companies authorized to the public offering of its shares, which can decide it in all cases by ordinary assembly.

In civil associations, the issue requires express authorization of the statutes and must be resolved by the assembly.

In the case of approval by the assembly, they may be delegated to the administrative body:

(a) in the case of simple obligations: the determination of all or some of its conditions of issuance within the authorized amount, including time, price, form and conditions of payment;

(b) in the case of convertible debentures: the fixing of the time of the issue; the price of the placement; form and conditions of payment; interest rate and conversion value, indicating the guidelines and limits to the effect.

The delegated powers should be exercised within five (5) years of the assembly. Upon this end, the assembly resolution shall be without effect in respect of the amount not issued.

Article 148.-Substitute Article 10 of Law 23,576 and its amendments, which shall be worded as follows:

Article 10: In the case of issuance of negotiable obligations with public offering, the broadcaster must draw up a notice to be published on the website of the National Securities and Exchange Commission and contain the data to be established by the regulatory that body. In the case of issuance of negotiable obligations placed privately, the broadcaster must draw up a notice to be published in the Official Gazette of the Republic of Argentina for one (1) day, with the same in the control body. The following information should be entered in the relevant Public Register, including the following information:

(a) the date of the meetings and meetings of the administrative body, where appropriate, in which the borrowing and its conditions of issue have been decided;

(b) the name of the broadcaster, address, date and place of incorporation, duration and details of its registration in the Public Registry of Trade or the corresponding body;

(c) the social object and the main activity developed at the time of the issue;

(d) the social capital and the net worth of the broadcaster;

(e) the amount of the borrowing and the currency in which it is issued;

(f) the amount of the debentures or debentures previously issued, as well as the amount of the debt with privileges or guarantees that the broadcaster has in return for the time of the issue;

(g) the nature of the security;

(h) the terms of depreciation;

(i) the formula for updating the capital in its case, type and time of interest payment;

(j) If the conversion formula, as well as the readjustment in the cases referred to in Articles 23 (b), 25 and 26 of this Law and the relevant part of the decisions of the governing and administration bodies, are convertible into shares, their case, relating to the issue set out in this article.

Art. 149.-Substitute Article 11 of Law 23,576 and its amendments, which shall be worded as follows:

Article 11: Shareholders who have a right of preference and who are entitled to subscribe to new shares may exercise it in the subscription of convertible debentures, the provisions of Articles 194 to 196 of the Law being applied General of Societies 19,550, t. or. The amendments and amendments thereto and Rule 62a of Law 26,831 and amendments thereto.

Shareholders disagree with the issuance of convertible debentures may exercise the right of recess under Article 245 of the General Law of Societies 19,550, t.o. 1.984 and its amendments, except in the companies authorized to the offer public of its shares and in the assumptions of the following Article.

Article 150-Substitute Article 13 of Law 23,576 and its amendments, which shall be worded as follows:

Article 13: The broadcaster may hold with an entity or an agent registered with the National Securities and Exchange Commission a convention for which it takes charge of defending the rights and interests that collectively correspond to the obligationists. during the term of the loan and until its total cancellation.

The contract may be used in public or private form.

Must contain;

(a) the particulars in Article 10;

(b) the powers and obligations of the representative;

(c) their declaration of having verified the accuracy of the data referred to in the act of issue;

(d) His remuneration, which shall be borne by the broadcaster;

(e) the other terms and conditions agreed by the parties.

Article 151-Substitute Article 14 of Law 23,576 and its amendments, which shall be worded as follows:

Article 14: The assembly of debenture holders shall be convened by the administrative body or, failing that, by the trade union or supervisory board of the company, when they deem it necessary or required by the representative of the (a) the obligation to carry out an obligation to carry out an obligation to carry out an obligation to carry out the business;

In the latter case, the request shall indicate the subjects to be dealt with and the assembly shall be convened to be held within forty (40) days of receipt of the request from the obligationists.

The call will be made in the form provided for in article 237 of the General Law of Societies 19,550, t. or. 984 and its amendments.

If the administrative, trade union or supervisory board fails to do so, the call may be made by the supervisory authority or by the judge.

The assembly shall be chaired by the representative of the obligationists; in the absence thereof, because he has not been appointed or because of his absence in the assembly or for any other reason, by whom he appoints the majority of the obligationists present in the assembly in a question on the basis of the nominal value of negotiable obligations represented therein.

In the event of impossibility of designation under the preceding paragraph, it shall be chaired by a member of the trade union or the Supervisory Board or in the absence thereof by a representative of the supervisory authority or by whom he designates the judge.

Articles 354 and 355 of the General Law of Societies, 19,550, t, shall apply in the other cases. or. 984 and its amendments.

The conditions of issue shall contain provisions regarding the quorum and majorities, establishing, where appropriate, those modifications or waivers of the conditions of issue that may be approved by the majorities established for the extraordinary assemblies, without the provisions of the section "Amendments to the Emission" of 354 of the General Law of Societies 19,550 t applicable to this case. or. 1.91 and its amendments, with regard to the requirement of unanimity.

The conditions of issue may establish a procedure to obtain the consent of the majority of the obligation of obligationists without the need of assembly, by means of a reliable means that assures all the obligationists the due information and the right to demonstrate. In such a case, any reference in this law to the assembly of debenture holders shall be understood as applicable to the alternative scheme.

Article 152.-Substitute Article 29 of Law 23,576 and its amendments, which shall be worded as follows:

Article 29: The securities representative of the negotiable obligations as well as the constances of their registration in written accounts under the terms of Article 31 of this Law give executive action to their holders to claim the capital, updates and interests and to execute the guarantees granted.

In the event of the execution of obligations issued with a special guarantee, the judge shall provide the summons of the holders of the same class and shall notify the National Securities and Exchange Commission when the securities are admitted to the public offering and to the stock exchanges. where they have authorised contributions.

In the case of a contest, bankruptcy or an out-of-court preventive agreement, the provisions of Law 25,589 shall apply.

Article 153-Substitute Article 31 of Law 23,576 and its amendments, which shall be worded as follows:

Article 31: Under the conditions for the issue of marketable debt securities, it is possible to provide that they are not represented in securities. In this case, they must be registered in accounts carried out in the name of their holders in a register of negotiable debt securities by the broadcaster, commercial or investment banks or securities cases.

The quality of the debenture is presumed by the constances of the accounts opened in the register of scriptural negotiable obligations. In all cases, the broadcaster is liable to the obligationists for the errors and irregularities of the accounts, without prejudice to the responsibility of the entity that carries them to the station, if any.

The broadcaster, bank or securities box should give the obligationist a proof of the opening of his account and any movement that enrolls in it. Any obligationist also has the right to be handed over at all times, the record of the balance of his account, at his expense.

For the purposes of its negotiation by the Securities Box System, the provisions of Law 20,643 and its amendments shall apply as appropriate.

The public offering of negotiable obligations is governed by the provisions of Law 26,831 and its amendments.

Article 154-Substitute Article 33 of Law 23,576 and its amendments, which shall be worded as follows:

Article 33: Any public offer of negotiable obligations carried out by cooperatives and civil associations requires prior authorization from the National Securities and Exchange Commission and in accordance with the rules governing the said body.

Article 155-Substitute Article 36 of Law 23,576 and its amendments, which shall be worded as follows:

Article 36: The following conditions and obligations shall apply to the tax treatment set out below, provided that the following conditions and obligations are met:

1. The issue of issues of negotiable obligations that are placed on the public offer, with the respective authorization of the National Securities and Exchange Commission.

2. The broadcaster shall ensure the application of the funds to be obtained through the placement of the negotiable obligations, investments in physical assets and capital goods located in the country, acquisition of trade funds located in the country, integration of working capital in the country or refinancing of liabilities, the integration of capital contributions in controlled or connected companies to the issuing company, the acquisition of social interests and/or financing of the rotation business of your business, the production of which applies exclusively to the destinations specified above, as has established in the resolution that the issue is available, and made known to the public investor through the prospectus.

3. The broadcaster must prove to the National Securities and Exchange Commission, in the time, form and conditions that it determines, that the funds obtained have been invested according to the approved plan.

Where the broadcaster is a financial institution governed by law 21,526 and its amendments and additions, it may allocate such funds to the granting of loans to which the borrowers shall provide the destination referred to in point (2), in accordance with the regulations governing the Central Bank of the Argentine Republic. In the same case, it shall be the financial institution which must accredit the final destination of the funds in the manner determined by the National Securities and Exchange Commission.

Title VII

Amendments to Law 20,643 and its amendments

Article 156-Substitute Article 30 of Law 20,643 and its amendments, which shall be worded as follows:

Article 30: For the purposes of this law, it is understood by:

(a) Contract for the collective deposit of marketable securities. The one concluded between a Central Depositary Agent of Negotiable Securities and a depositor, according to which the receipt of the negotiable securities by that person only generates an obligation to deliver to the depositor, or to whom it indicates, within the time limits and the conditions set out in the present or in its rules, equal amounts of marketable securities of the same species, class and issuer. This contract is governed by this law and the regulations of the National Securities and Exchange Commission;

(b) Depositary. The legal person authorized to carry out collective deposits in his or her order, self-employed or employed and which includes the persons referred to in Article 32 of this Law and those other authorized by the regulations of the National Commission of Values;

c) Central Depositary Agent for Negotiable Securities. It is the entity defined in Law 26,831 and its amendments and shall have the functions assigned to it in this Law;

(d) Committee. The owner of the negotiable securities deposited with a Central Securities Depositary Agent.

Article 157.-Substitute Article 31 of Law 20,643 and its amendments, which shall be worded as follows:

Article 31: The Central Depositary Agent of Securities shall have the following functions without prejudice to those other functions which the National Securities and Exchange Commission shall establish:

1. To receive collective and regular deposits of marketable securities, to the order of the depositors, on their own or foreign account.

2. Open accounts in the name of each depositor, which shall be subdivided into accounts and sub-accounts of the principals in accordance with Article 42 of this Law.

3. To provide services in the custody, conservation and transfer of marketable securities.

4. To provide services for the collection and payment of loans and payment of marketable securities.

5. To provide registration services. This includes, as a mere statement: (i) the initial entry, (ii) the registration of holders and transfers, (iii) the registration, lifting and/or enforcement of measures affecting marketable securities, and (iv) the reconciliation of records.

6. Issue certificates in the name of holders of negotiable securities for the participation in assemblies and/or exercise of their corporate rights under the terms of this law and the regulations of the National Securities and Exchange Commission.

7. To provide securities settlement services in accordance with the provisions of the National Securities and Exchange Commission.

8. To provide services to the agency for the registration and payment of negotiable securities, for the account and the order of the issuers thereof, in the terms of Articles 208, 213 and 215 of the General Law of Societies 19.550 t.o. 1984 and its amendments and other rules as applicable.

9. To provide transfer services against the payment of transactions with marketable securities in accordance with the rules of the National Securities and Exchange Commission.

10. To provide those other services that are related to the performance of their duties and are authorized by the National Securities and Exchange Commission.

Art. 158.-Incorporate as Article 31a to Law 20,643 and its amendments the following:

Article 31a: Without prejudice to the functions assigned pursuant to Article 31 of this Law, the Central Depositary Agent of Securities may, in accordance with the terms of the regulations issued by the National Securities and Exchange Commission:

1. To conclude cooperation agreements with external entities that fulfil similar functions.

2. Open custody and monetary accounts abroad for the performance of their duties.

3. To provide custodial agency services (known in English as "escrowagent") in connection with the settlement and closing of transactions of marketable securities held outside the markets and securities that are not offered public.

The Central Depositary of Securities shall provide information to depositors, account holders and other participants using the registration, custody and payment services on movements, balances and affections of securities. registered negotiable, in the terms and conditions set out in the regulations of the National Securities and Exchange Commission.

The Central Securities Depository Agent shall have appropriate management control procedures and systems to perform its functions.

Article 159-Substitute Article 32 of Law 20,643 and its amendments, which shall be worded as follows:

Article 32: The following entities may be authorized to act as depositors and other entities to determine the regulations of the National Securities and Exchange Commission;

(a) the clearing and clearing agents;

(b) the clearing markets and chambers approved by the National Securities and Exchange Commission;

(c) public and private financial institutions;

(d) the depository companies of the common investment funds, in respect of the marketable securities of these funds;

e) The Ministry of Finance through the Secretariat of Finance;

and

(f) Central depository institutions.

Article 160.-Substitute Article 33 of Law 20,643 and its amendments, which shall be worded as follows:

Article 33: The non-manifestation expresses contrary to the principal that it legally presumers its authorization for the collective deposit of the negotiable securities given to the depositor.

Article 161-Substitute Article 34 of Law 20,643 and its amendments, which shall be worded as follows:

Article 34: The collective deposit of marketable securities shall be made on the order of the depositors and on behalf of the principal. The qualities of depositor and principal may be met in a single person.

Article 162-Substitute Article 35 of Law 20,643 and its amendments, which shall be worded as follows:

Article 35: It may be the subject of a collective deposit and a regular deposit of marketable securities the public offering of which would have been granted by the National Securities and Exchange Commission and those issued by legal persons of a public nature.

Public and private transferable securities issued abroad may also be the subject of collective deposit in so far as they are registered with collective deposit entities authorised abroad, and the issuers of which do not belong to the territories or associated states considered as non-cooperating or at high risk by the Financial Action Group (FATF).

Article 163.-Substitute Article 36 of Law 20,643 and its amendments, which shall be worded as follows:

Article 36: As regards marketable securities issued in the form of a card, they shall not be impaired or subject to opposition. The Central Securities Depository Agent shall have the time limit set by the National Securities and Exchange Commission, which shall be counted from the time of the tradition, to verify whether the marketable securities are free of opposition and fulfil the formal conditions of their issuance as well if they correctly contain the rights incorporated in the document.

If any of these conditions are not met, the Central Securities Depositary Agent shall notify the depositor within the indicated time limit. The depositors shall respond to the Central Depositary Agent of Securities on the legitimacy of the marketable securities they deposit in it, to the improvement of the collective deposit, which will take place after the tradition of the transferable securities, and after the period referred to above without the Central Depositary of Securities Agent having made the relevant notification. The deposit shall not matter the transfer of domain of the negotiable securities in favor of the Central Depositary Agent of Securities, and shall only have the effects that are recognized in this law. In the case of marketable securities, the Central Securities Agent shall notify the issuer of the deposit of the contract for the purposes of the record book.

Article 164-Substitute Article 37 of Law 20,643 and its amendments, which shall be worded as follows:

Article 37: Nominative negotiable securities shall be eligible for the sole effect of the deposit and withdrawal thereof by the Central Depositary Agent of Securities.

Article 165.-Substitute Article 38 of Law 20,643 and its amendments, which shall be worded as follows:

Article 38: The Central Depositary Agent and the depositor shall keep the necessary records for the purposes that the rights of each depositor and principal may be individualised at any time, and shall be determined in a manner the legal status of the transferable securities held. To this end, the Central Depositary Agent of Securities shall record the transmissions, garment constitutions and withdrawal of marketable securities upon receipt of the respective orders from the depositors in the corresponding forms. The registrations that in this sense practice the Central Depositary Agent of Securities will replace the similar inscriptions in the records of the issuers, with the same effect in respect of these and the third parties.

Article 166.-Substitute Article 39 of Law 20,643 and its amendments, which shall be worded as follows:

Article 39: The depositor who receives from the principal negotiable securities for his collective deposit is obliged to return to his application the same amount of marketable securities of the same issuer and of the kind and class received, duly endorsed by the Central Depositary Agent of Securities in their favor if they are nominative, plus their accreances if they have them, but not the same negotiable securities.

Apart from the receipt they will deliver to the principal upon receipt of the negotiable securities, the depositors shall, within five (5) days thereafter, provide a document containing the terms and conditions laid down by the Regulation of the National Securities and Exchange Commission, which establishes that the collective deposit has been made.

Article 167-Substitute Article 40 of Law 20,643 and its amendments, which shall be worded as follows:

Article 40: The collective deposit of marketable securities establishes among the principal persons an undivided co-ownership of all securities of the same kind, class and issuer, deposited with the Central Depositary Values under this regime.

The nominal value of the marketable securities delivered in deposit shall be taken into account for the determination of the share corresponding to each co-owner.

The state of indivision in relation to the ownership of marketable securities in the collective deposit shall only cease in the cases in particular referred to in this law.

Article 168-Substitute Article 41 of Law 20,643 and its amendments, which shall be worded as follows:

Article 41: The collective deposit does not transfer to the Central Depositary Agent the property or the use of the transferable securities deposited, which shall only preserve and preserve the same and carry out the operations and registrations the accounting officers referred to in this law and their rules.

Article 169.-Substitute Article 42 of Law 20,643 and its amendments, which shall be worded as follows:

Article 42: The Central Depositary Agent of Securities shall open an account in the name of each depositor. Each of these accounts shall, in turn, be subdivided into as many accounts and sub-accounts as the reporting and class, species and issuer of marketable securities respectively.

Article 170-Substitute Article 43 of Law 20,643 and its amendments, which shall be worded as follows:

Article 43: The Central Depositary Agent of Securities shall always assume the responsibility arising from the obligations under his office.

Art. 171.-Substitute Article 44 of Law 20,643 and its amendments, which shall be worded as follows:

Article 44: The third, title V, Chapter 6 of the Civil and Commercial Code of the Nation shall be applicable to the regime established in this law.

Art. 172.-Derogase article 45 of Law 20,643 and its modifications.

Article 173.-Substitute Article 46 of Law 20,643 and its amendments, which shall be worded as follows:

Article 46: The depositor may not exercise the right to vote on the negotiable securities deposited in his order.

Article 174-Substitute Article 47 of Law 20,643 and its amendments, which shall be worded as follows:

Article 47: For the concurrency to assembly, exercise of voting rights, collection of dividends, interest, partial bailouts, capitalization of reserves or balances of revaluations or exercise of the right of subscription, the Central Depositary Agent of Securities issue, at the request of the depositors, certificates issued in the name of the principal in which the quantity, species, class and issuer of the marketable securities, name and address of the principal shall be indicated, the number of which may be omitted.

Article 175.-Substitute Article 48 of Law 20,643 and its amendments, which shall be worded as follows:

Article 48: When issuing the certificates, the Central Depositary Agent is obliged to keep a number of marketable securities equivalent to the respective share of the securities unavailable until the day following that set for the holding of the corresponding assembly. During this period the depositors may not make any money or withdrawals on behalf of those who have obtained a certificate of deposit for the assembly.

Article 176.-Substitute Article 49 of Law 20,643 and its amendments, which shall be worded as follows:

Article 49: By the collective deposit the Central Depositary Agent of Securities shall be entitled to receive dividends, interest or any other accretion to which the securities received may be entitled, and shall be subject to the timely collection of the same.

For its collection, the Central Depositary Agent of Securities may issue certificates representing the respective coupons, to which the issuers or paying agents must grant full faith.

The corresponding coupons must be destroyed by the Central Depositary Agent of Securities.

Article 177.-Substitute Article 50 of Law 20,643 and its amendments, which shall be worded as follows:

Article 50: Depositors must notify the principal of the new subscriptions to the principal persons in a timely manner and in a proper manner to give them preferential right to the transferable securities deposited.

The principals must decide on the exercise of the rights of subscription, and must instruct the depositors in this respect, and make available the necessary money.

In this case, the Central Depositary Agent of Securities shall make delivery to the depositors of the corresponding certificates so that they proceed in accordance with the instructions or, provided that the depositor specifically instructs them and make timely delivery of the corresponding sums, exercise the right of subscription, crediting the new titles in the account of the respective principal.

Art. 178.-Substitute Article 52 of Law 20,643 and its amendments, which shall be worded as follows:

Article 52: For the purposes of the perception of dividends and interest, exercise of the right of subscription, payment of expenses and commissions, as well as to deal with the fulfillment of any other erogation, the depositors will open in the Agent Central Securities Depository an account in money where they will be required to maintain sufficient provision.

The National Securities and Exchange Commission shall regulate the treatment of the liquid balances of money administered by the Central Depositary Agent in relation to the performance of its duties.

Art. 179.-Substitute Article 53 of Law 20,643 and its amendments, which shall be worded as follows:

Article 53: The principal may transmit, in whole or in part, his rights of co-ownership or constitute the right to pledge on his or her undivided part or a portion thereof. To this end, it must instruct the depositor to free the relevant orders against the Central Securities Agent. Such Agent shall practice the annotations within twenty-four (24) hours of receipt of the written order from the depositor. From that moment on, the transfer of the rights or the constitution of the garment shall be considered to be perfected.

Article 180.-Substitute Article 54 of Law 20,643 and its amendments, which shall be worded as follows:

Article 54: The Central Depositary Agent of Securities shall be obliged to the depositor without direct action against the depositor, unless the depositor gives them the assignment of his rights. According to the respective regulations of the Central Securities Depositary Agent, the principals may directly claim to him to enforce their co-ownership rights in cases where they may be injured by the incapacity, contest, death, crime or other legal act affecting the normal relationship between the depositor and the principal.

In no case shall the Central Depositary Agent be liable to the principals for the instructions given to the Central Depositary Agent for depositors-those deemed to have been validly issued-and the damages that the depositor may cause to the principal under the commercial relationship that the one.

The Central Securities Depository Agent shall only be liable for the obligations expressly assigned to it by the laws, the regulations that the National Securities Commission dictate, its regulations and the contracts of which it is a party.

Article 181-Substitute Article 55 of Law 20,643 and its amendments, which shall be worded as follows:

Article 55: The depositor, at the request of the principal, may withdraw the negotiable securities registered in the latter's name, by means of a withdrawal order. The Central Securities Depository Agent shall communicate to the issuer the name and address of the principal, identity card and number, kind and class of the shares delivered, in respect of any negotiable securities for registration.

Art. 182.-Substitute Article 56 of Law 20,643 and its amendments, which shall be worded as follows:

Article 56: The seizure of the quota part of one (1) or more of the principal may be decreed, in which case the measure shall be notified to the depositor and the Central Depositary Agent of Securities, who shall be obliged to keep the said quota part.

The execution shall be made effective in accordance with the regime of the transmission of the domain provided for by this law and in accordance with the provisions in force. The new principal may, once he has credited the ownership of the party's share, have the securities or his share held in accordance with the provisions of Article 53 of this Law.

Art. 183.-Derogase article 57 of Law 20,643 and its amendments.

Article 184-Substitute Article 58 of Law 20,643 and its amendments, which shall be worded as follows:

Article 58: The national executive branch may create an entity that performs the functions of a Central Securities Depositary Agent.

Article 185.-Substitute Article 59 of Law 20,643 and its amendments, which shall be worded as follows:

Article 59: The National Securities and Exchange Commission is responsible for the supervision, supervision and registration of the Central Depositary Agent of Securities and all transactions, transactions and relationships of any nature and shall have powers to (a) to issue any regulation necessary to supplement the provisions of this law as well as the rules applicable to these activities, and to resolve cases not provided for in this law.

Art. 186.-Substitute Article 60 of Law 20,643 and its amendments, which shall be worded as follows:

Article 60: The duties levied by the Central Depositary Agent of Securities and depositors for the provision of their services shall be free, subject to the maximums to be established by the National Securities and Exchange Commission.

Art. 187.-Incorporate as Article 61 to Law 20,643 and its amendments, the following:

Article 61: The members of the administrative and audit bodies and the staff of the Central Depositary Agent of Securities should keep secret of all the actions and documentation related to the activity of the entity. Only those reports which require the following are exempted from such duty:

(a) Judges in judicial proceedings with the collections laid down in Law 26,831 and their amendments;

(b) The National Securities and Exchange Commission of its functions.

The national tax collectors and other public entities mentioned in Law 26,831 and their modifications, in accordance with the collections established in that standard.

Title VIII

Regulation of derivative instruments

Art. 188.-Definitions. For the purposes of this Title and of Law 26,831 and its amendments, the following definitions shall apply:

I. Derivatives: contracts (i) subject to the law and jurisdiction of Argentina or foreign and concluded under framework agreements, individual and/or under the terms and conditions established by the market in which they are concerned; (ii) in which their terms and conditions, including price, quantity, guarantees and time, derive or depend on an underlying asset or product, which may consist, in an enunciative manner, in: (a) financial assets, interest rates or financial indices, (b) marketable securities and/or (c) non-financial assets (including, but not limited to, cereals, minerals, food, real estate); (iii) which may be held and/or traded on markets authorised by or outside the National Securities and Exchange Commission; and (iv) which include, by way of an enunciative, term contracts, (denominated in English "forward"), futures contracts (denominated in English "futures"), options contracts (denominated in English "options"), exchange contracts (denominated in English "swaps") and credit derivatives (including 'credit default swaps'), and/or a combination of all or some of them.

II. Countries: contracts (i) which are subject to Argentine or foreign law and jurisdiction and are concluded by means of agreements or individual agreements or under the terms and conditions established by the market in which they are concluded; (ii) in which they are agreed in a manner (a) the simultaneous sale or purchase of marketable securities and/or any financial assets and (b) the obligation to buy back or to buy back in time; (iii) which may be held and/or traded on markets authorised by the National Securities and Exchange Commission or out of the same; and (iv) which include, by way of an enunciative, repurchase agreements (denominated in English language "repurchaseagreements").

III. Margins and guarantees: contracts (i) which are subject to Argentine or foreign law and jurisdiction and are concluded by means of agreements or individual agreements or according to the regulations of the markets authorized by the National Securities and Exchange Commission, by means of which counterparties or third parties agree to the delivery of marketable securities, financial assets, money, currency other than legal tender in the Republic of Argentina and any other item of furniture, in order to ensure compliance with any class of payment and delivery obligations under the Derivatives and Pases.

Art. 189. This Title shall apply to the following Derivatives and Pases:

(a) Celebrated and/or registered in the field of markets authorised by the National Securities and Exchange Commission, when the settlement of such transactions is carried out by means of a market, clearing house, central counterparty or institution which fulfil functions of a similar nature;

(b) Celebrated and/or registered in the field of markets authorised by the National Securities and Exchange Commission, where the settlement of such transactions is carried out without the intervention of a market, clearing house, central counterparty or Institution that performs functions of a similar nature;

c) Celebrated between national and/or foreign counterparts outside the scope of the trading of markets authorized by the National Securities and Exchange Commission, in which case the agency will require registration formalities for this type of Derivatives and Pases. For the purposes set out in this Title, the contracts covered by this paragraph shall be oponable to third parties and shall have a certain date from the date of their registration.

Art. 190.-

I. Non-application of the Law of Concourses and Bankruptcy. Where in any of the derivatives and passes listed in article 189 of this law one of the counterparties is subject to any of the procedures governed by law 24,522 of Concourses and Bankruptcy and its amendments and the law 20,091 of the Law on Insurance Entities is expressly provided that the following provisions will not apply:

(a) Articles 20, 130, 143, 144, 145 and 153 of Law 24,522 of Concourses and Bankruptcy and its amendments and Articles 50, 51 and 52 of Law 20,091 of the Law of Insurance Entities with respect to the right of the non-Party or failed party and of the the contracting party of an insurance institution subject to a judicial settlement process to terminate the Derivatives and Pases in advance, to make compensation for all credits and debits contractually agreed, to determine a net balance and to execute the relevant Margins and Guarantees;

(b) Article 118 (2) of Law 24,522 of Concourses and Bankruptcy and its amendments in respect of the effectiveness of the advance payments of debts under Derivatives and Pases due, in accordance with the regulations of the markets and/or agreements Framework and/or individual contracts had to be produced on the day of bankruptcy or later;

(c) Article 118 (3) of Law 24,522 of Concourses and Bankruptcy and its amendments, in respect of the effectiveness and execution of margins and guarantees constituted with posterity for the conclusion of the Derivatives and Pases to the extent that the the obligation to provide such margins and guarantees has been agreed before or in the event of the conclusion of the respective framework agreements or contracts; and

(d) Article 930 (f) of the Civil and Commercial Code of the Nation, with respect to the right to make compensation.

II. Non-application of the Financial Entities Law, 21,526 and its modifications and complementary and Organic Charter of the Central Bank of the Argentine Republic. Articles 34, 35a and 46 of the Law on Financial Entities, 21,526 and its amending and complementary articles and Article 49 of Law 24.144 Organic Charter of the Central Bank of the Republic of Argentina shall not apply. restriction for the exercise, against entities affected by such articles, of the contractual arrangements for early resolution, termination, settlement, clearing and execution of guarantees contained in the Derivatives and Pases, provided that in case any of the Derivatives and Pases referred to in this Article was concluded by a financial institution in respect of which a decision of the Central Bank of the Republic of Argentina (i) has been established pursuant to Article 35a (II) of Law 21,526 Financial and its amending and complementary, and (ii) the suspension of its operations as provided for in Article 49 of Law 24,441 Organic Charter of the Central Bank of the Argentine Republic, the counterparties and third parties in favour of such Derivatives and Pases may exercise the contractual arrangements set out in this Article from the beginning of the third working day from the date of the resolution of the Central Bank of the Argentine Republic, which provides for the restructuring or suspension of the financial institution concerned, as appropriate.

In case the Central Bank of the Republic of Argentina resolves the transfer, including through the mechanism of exclusion of assets and liabilities, of the Derivatives and Pases to a financial institution, trust or any other entity, such transfer shall include all framework agreements and individual contracts under which Derivatives and Pases concluded with the same counterparty have been concluded by the financial institution subject to suspension or restructuring; together with those of its affiliates, controlled, controlled, linked and under control common, as well as the margins and guarantees of all such operations.

In addition, the execution of any action or the exercise of any right against the counterparty of the financial institution subject to the restructuring or suspension of its operations may not be ordered during that period.

In the event that the transfer is not completed, the contractual arrangements for early termination, termination, settlement, clearing and execution of margins and guarantees may be fully terminated. exercised in the terms of the derivatives and passes concluded, which shall be fully opposed to the procedures governed by law 21,526 and its modifications and complementary, by law 24,144 and its modifications and complementary and by law 24,522 of Concourses and Bankruptcy and their modifications, as appropriate. If, after the exercise of the same, a net balance is not guaranteed in favour of the counterparty of the financial institution concerned, this balance shall be payable under the terms of Law 21,526 and its amending and supplementary and the law 24.144 and its modifications and additions, or of Law 24,522 and its amendments, as appropriate.

Art. 191.-

I. Application of contractual arrangements. In accordance with the foregoing Article, it is established that both the counterpart of that party affected by any of the fall-back procedures governed by Law 24,522, of contests and bankruptcies and their modifications, such as third parties of which margins and guarantees are established in respect of Derivatives and Pases and which are affected by the procedures referred to in Article 189 of this Law, may apply the contractual mechanisms of early resolution, termination, settlement and clearing and execute the margins and guarantees by the the net amount due, in accordance with the terms of the regulations of the markets authorised by the National Securities and Exchange Commission and the individual framework agreements and contracts, which shall be fully applicable to the preventive competition, the bankruptcy, and the extra-judicial preventive agreement, as appropriate, and without prejudice to its rights as a creditor with respect to the insolute balance that may be applicable. Article 994, second paragraph, of the Civil and Commercial Code of the Nation, with respect to derivatives or any contract of option of securities securities and/or marketable securities, shall not apply. Article 1,167 shall not apply either to countries or to any retraction, resale and preference of securities securities and/or marketable securities.

II. Balance. If the settlement of the contract results in a balance in favour of the party which is subject to the fall-back procedures governed by Law 24,522 of Concourses and Bankruptcy and its amendments and/or law 21,526 and its amendments and the other party must cancel the respective funds by making them available to the intervener in the cases of preventive or bankruptcy proceedings or of the counterparty which has concluded an out-of-court preventive agreement, or the financial institution concerned or its transferee as appropriate, in the terms laid down in the Regulations of the markets authorised by the National Securities and Exchange Commission and/or the framework agreements and individual contracts of the Derivatives and Pases.

Art. 192.-They shall not be subject to compliance with Article 138 of Law 24,522 of Concourses and Bankruptcy, the goods administered by regulated entities and subject to the control of the National Securities and Exchange Commission that have been deposited or transferred to the guarantee in terms of margins and guarantees of Derivados and Pases concluded and registered in the field of their respective markets, those that do not integrate the goods of the failed and will be governed, to all effects and without the need of prior declaration in accordance with the provisions of Law 20,643 and its amendments.

Art. 193.-

I. Individual operations and framework agreements. The rights under derivatives and passes governed by this Title shall apply to both individual transactions and to all transactions under the same framework agreement if the parties have concluded such agreements.

II. How to calculate amounts and balances. In all cases governed by this Title, the calculation of the amounts to be paid and the determination of the amounts of the margins and guarantees and the balances of the Derivatives and Pases shall be carried out exclusively in accordance with the terms and conditions of the "

III. Conflict. In the event of a conflict, the provisions of this Title shall prevail over Law 24,522 of Concourses and Bankruptcy and its modifications, Article 930, paragraph f) of the Civil and Commercial Code of the Nation, Law 21,526 of Financial Entities and their amendments and supplementary and law 24.144 (Organic Charter of the Central Bank of the Argentine Republic) and its amendments, and Law 20,091 and its amendments.

Art. 194. The National Securities and Exchange Commission shall be the authority of comptroller and application of the system approved in this Title.

Title IX

Amendments to Law 27.264 and its Amending

Art. 195.-Substitute Article 51 of Law 27.264, Amending Article 44 of Decree Law 5,965 dated July 19, 1963, ratified by Law 16.478, by the following:

Article 51: If the letter of exchange is payable in currency that has no legal tender at the place of payment, the amount may be paid in national currency to the change of the day of maturity. If the debtor is in arrears, the bearer may, at his or her choice, require that the amount be paid to the change of the day of the payment or the day of the payment.

The value of the foreign currency is determined by the uses of the place of payment. However, the bookseller may provide that the sum to be paid is calculated according to the course of the change indicated in the letter.

The preceding rules do not apply in the event that the bookseller has provided that the payment is to be made in a given currency (cash payment clause in foreign currency).

If the quantity has been indicated in a currency which has the same denomination but different value in the country where the letter was delivered and in that of the payment, the indication is presumed to refer to the currency of the place of payment.

The preceding rules do not apply for when the promissory notes are traded on registered markets with the National Securities and Exchange Commission, in which case the applicable exchange rate is not indicated. Banco de la Nación Argentina, autarquica in the field of the Ministry of Finance, at the close of the day before the expiration of each quota or at the end of the payment.

Article 196-Substitute Article 52 of Law 27.264, Amending Article 101 of Decree Law 5,965 of 19 July 1963, ratified by Law 16.478, as follows:

I'll pay. Requirements

Article 52: The voucher or payment must contain:

(a) the "to the order" clause or the title of the title shall be inserted in the text of the title and expressed in the language used for its drafting;

b) The pure and simple promise of paying a certain sum;

(c) the time limit for payment;

(d) the indication of the place of payment;

(e) the name of the person to whom the payment is to be made, except in the case of a promissory note issued or endorsed for trading on registered markets with the National Securities and Exchange Commission, in which case this requirement shall not be required;

(f) Indication of the place and the date on which the voucher or payment has been signed;

g) The signature of which you created the title (subscriber).

For the purposes of the negotiation of promissory notes on the markets registered with the National Securities and Exchange Commission, the instrument may provide for a system of amortisation for the payment of capital with successive maturities. The non-payment of one (1) or more capital shares entitles the holder/creditor to give up all instalments and to demand payment of the total amount due from the title. The promissory notes issued under these conditions shall not be liable for the nullity provided for in the last paragraph of Article 35 of this decree.

Art. 197.-Substitute Article 53 of Law 27.264, Amending Article 103 of Decree Law 5,965 of 19 July 1963, ratified by Law 16.478, by the following:

I'll pay. Rules for the application of

Article 53: They are applicable to the voucher or payable, as soon as they are not incompatible with the nature of this title, the provisions of the letter of change relating to the endorsement (Articles 12 to 22); due (Articles 35 to 39); to the payment (Articles 40 to (45); to appeals for failure to accept and for failure to pay and to protest (Articles 46 to 54 and 56 to 73); payment by intervention (Articles 74 and 78 to 82); copies (Articles 86 and 87), alterations (Article 88); (Articles 96 and 97); to holidays; to the calculation of the terms and to the prohibition on the agreement of grace periods (Articles 98 to 100). They are also applicable to the voucher or pay the provisions laid down for the letter of exchange payable at the address of a third party or in another place other than the domicile of the twirl (Articles 4 and 29); (Article 5); differences in the indication of the sum to be paid (Article 6); for the purposes of the signatures set out in the conditions laid down in Article 7; the signatures of persons who invoke the representation of other persons without being entitled for that act or which they act by exceeding their powers (Article 8 °) and the letter of change in white (Article 11). They are also applicable to the voucher or the provisions relating to the endorsement (Articles 32 to 34), if the endorsement, in the case provided for in the last paragraph of Article 33, does not indicate by which of the obligated it is granted, is considered to have been for ensure the subscriber of the title. They shall also apply to the voucher or pay the provisions relating to cancellation of the letter of exchange (Articles 89 to 95).

They are applicable to the payment to be negotiated in the markets registered with the National Securities and Exchange Commission the provisions cited in the preceding paragraph as soon as they are not incompatible with the nature of this title and the particularities of its negotiation, as well as the following conditions:

(a) They must incorporate the "without protest" clause, which will have an effect on the non-compliance with any of the quotas;

(b) They must incorporate the clause "for trading in markets registered with the National Securities and Exchange Commission";

(c) The payment of the fees shall be recorded in the summary of account issued by the agent exercising the custody, registration and/or payment function, in accordance with the rules of the National Securities and Exchange Commission, against the principal accounts administered in the framework of their duties;

(d) The National Securities Commission as the implementing authority shall determine the obligations of the agents exercising the custody, registration and/or payment function in relation to the validation of the information inserted in the promissory note, as well as the verification compliance with the formal aspects of the same. In no case shall the agent be obliged to pay, nor shall he generate any exchange obligation, nor shall he be liable for its formal defects, nor for the legitimization of the signatories or the authenticity of the signatures on the notes;

(e) The promissory note issued in the terms of the present may be traded on the markets registered with the National Securities and Exchange Commission in accordance with the rules that the implementing authority dictates;

(f) The promissory notes are publicly offered under the terms of Law 26,831 and their modifications and may be negotiated in registered markets with the National Securities and Exchange Commission provided that they meet the requirements laid down by the The Commission shall, in accordance with Article 4 (2) of Regulation (EC), (EC) no.

g) The custody and/or registration of the promissory note does not transfer to the agent the property or its use, therefore, it shall only preserve and preserve the same and carry out the operations and accounting records indicated in law 20,643 and its modifications or the to resolve the National Securities and Exchange Commission as an enforcement authority;

(h) The address of the agent exercising the custody function shall be the place of payment of the payment.

Article 198-Substitute Article 54 of Law 27.264 and its amendments by the following:

Implementing authority.

Article 54: The National Securities and Exchange Commission is the implementing authority for the trading of promissory notes in markets registered with the aforementioned body provided for in decree law 5,965 dated July 19, 1963, ratified by law 16.478. and as amended by Law 27.264 and Law 26,831 and its amendments, taking into account the dictation of the relevant regulations and the supervision of the negotiation of such a regime.

Article 199.-Substitute Article 55 of Law 27.264 and its amendments by the following:

Pagare Stock Exchange of stamps

Article 55: Invite the provinces that do not yet have the stamp duty exemption on marketable securities with public offering to grant such exemptions in the field of their jurisdictions.

Title X

Amendments to Law 25.246 and their Amending

Article 200.-Substitute points (4) and (5) of Article 20 of Law 25.246 and its amendments, as follows:

4. Human and/or legal persons registered with the National Securities and Exchange Commission to act as intermediaries in markets authorized by the said commission and those acting in the placement of Common Funds of Investment or other products collective investment authorised by that body.

5. Legal persons authorized by the National Securities and Exchange Commission to act in the framework of collective financing systems through the use of web portals or other similar means and other legal persons registered in the aforementioned body charge of the opening of the file and identification of the customer's profile to invest in the field of the capital market.

Title XI

Amendments to Law 26,994

Art. 201.-Substitute Article 1,673 of the Civil and Commercial Code of the Nation, Law 26,994, which shall be worded as follows:

Article 1,673: Trustee. The fiduciary can be any human or legal person.

Financial institutions or companies that are registered in the financial trust register may only act as trustees in financial trusts that have the public offering of their securities with the approval of their securities. of the comptroller's body on the stock market.

The trustee may be a beneficiary. In such a case, it must avoid any conflict of interest and act by favouring those of the remaining parties involved in the contract.

Article 202.-Substitute Article 1,692 of the Civil and Commercial Code of the Nation, Law 26,994, which shall be worded as follows:

Article 1,692: Content of the financial trust contract. Form. Deadline. In addition to the general content requirements of Article 1,667, the financial trust contract must contain the terms and conditions of issue of securities securities, the rules for the adoption of decisions by the beneficiaries that include the forecasts for the case of insufficiency or insolvency of the fideicomitting estate, and the name or particular identification of the financial trust.

The obligation to register in the register provided for in Article 1.669 shall be understood to be completed with the authorization of the public offering in those financial trust contracts constituted under the terms of Article 1,691, according to the the procedure provided by the comptroller's body for the securities markets.

The maximum period of validity of the trust provided for in Article 1,668 shall not apply to financial trusts which have securities issued by the public offering securities which have as their object the securitisation of mortgage loans and/or comparable instruments, in accordance with the rules governing the body of comptroller of the securities markets.

Article 203.-Substitute Article 1,693 of the Civil and Commercial Code of the Nation (Law 26,994), which shall be worded as follows:

Article 1,693: Emission and characters. Global certificates. Without prejudice to the possibility of issuance of atypical securities, in the terms of Article 1,820, the certificates of participation are issued by the trustee. Debt securities secured by fideicomitite assets may be issued by the fiduciary, trustee or third party. The certificates of participation and the representative debt securities may be bearer, non-endurable or non-endurable, or written or written, as permitted by the relevant legislation.

Certificates must be issued on the basis of a prospectus containing the terms of the issue, the enunciations necessary to identify the trust to which they belong, and the description of the rights they confer.

Global certificates may be issued for certificates of participation and debt securities, for registration in collective deposit schemes, to this end they are considered as definitive, negotiable and divisible.

Art. 204.-Substitute Article 1,839 of the Civil and Commercial Code of the Nation, Law 26,994, which shall be worded as follows:

Article 1,839: Endbear. The endorsement must be included in the title or in the extension sheet duly adhered to and identified and signed by the endorser. The endorsement is valid even without mention of the endoscope, or with the indication "to the bearer".

The endorsement of the carrier has the effects of the endose in white. The endorsement can be made to the creator of the title value or to any other obliged, who can again endorse the title value.

In financial trusts established in accordance with Article 1,690, which have the authorisation of the public offering of their securities by the comptroller's body of the securities markets, and whose underlying assets are It can be used as an alternative mechanism for a global endorsement, which must be granted by public instrument and contain the identification of the endorsed titles.

Title XII

Boost to the opening of capital and the development of real estate and infrastructure projects

Art. 205. In order to make the current tax treatment transparent, trusts and mutual funds to be referred to in Article 69 (6) and (7) (a) of the Income Tax Act shall pay the tax to the earnings to the extent that the certificates of participation and/or debt securities issued by the National Securities and Exchange Commission have not been placed by public tender with the authorization of the National Securities and Exchange Commission. If there is such a placement, they will be taxed only in proportion to the investments not made in the Argentine Republic.

Where the trusts and mutual funds referred to in the preceding paragraph are not liable to tax the tax, the profit-making investor who distributes them shall incorporate those gains in his own affidavit, application of the general rules of the law for the type of gain involved, of not having mediated such a vehicle. In the case of foreign beneficiaries, the trustee or the managing company, as the case may be, shall carry out the retention referred to in Chapter II of Title IV or Title V of the law, as appropriate, to the extent of the profits distributed by the mutual trust or mutual fund, respectively, which are taxed for those beneficiaries.

The treatment provided here will begin to apply in respect of the profits generated in the financial years starting from 1 January 2018.

The rules shall lay down the procedures to be applied for the purpose of completing the provisions laid down in this Regulation.

Art. 206.-For the purpose of promoting the development of the construction of houses for low and middle income populations, in the particular case of the Common Fund for Closed Investment or Financial Trusts, mentioned in the previous article, whose object of investment is (a) real estate developments for social housing and low and middle income sectors; and/or (b) mortgage loans; and/or (c) mortgage securities, distributions arising from rent or rent or results from their sale will be reached by an aliquot of fifteen percent (15%) (with the exception provided for in the last paragraph of point (e) below), subject to the following conditions:

(a) the beneficiaries of such results shall be human persons, or any foreign persons, or beneficiaries of the outside, covered by Article 91 of the Law on Income Tax;

(b) that the common fund for closed investment or financial trust has been placed by a public offering with the authorization of the National Securities Commission with a life time of not less than five (5) years, and distributed among a quantity of investors not less than 20 (20);

(c) no investor or any other party shall have a stake of more than 25% (25%) of the total of the issue;

(d) In the case of results by disposal, which the same would have been carried out through markets authorized by the National Securities Commission. If the issue has been made in foreign currency or in local currency with update clauses, exchange differences or updates according to emission clauses, they shall not be part of the gross profit subject to tax. If the issue has been made in national currency without adjustment clause, the acquisition or subscription cost may be updated by applying the index referred to in the second paragraph of Article 89 of the Tax Law. Earnings;

(e) In the case of final settlement rescue, a minimum of five (5) years has elapsed. If this period has not been reached, the applicable aliquot shall be the general rule for the beneficiary. For the determination of the final gain by redemption or settlement, exchange differences or updates according to emission clauses shall not be part of the gross profit subject to tax. If the issue has been made in national currency without adjustment clause, the acquisition or subscription cost may be updated by applying the index referred to in the second paragraph of Article 89 of the Tax Law. Earnings.

Distributions made by the funds at a date after the 10th anniversary of the subscription associated with their original issue will be applied to a zero percent (0%) aliquot for the beneficiaries mentioned in the This Article shall also apply to institutional investors in accordance with the rules laid down for this purpose;

(f) that the Joint Investment Fund or the Financial Trust has complied with the requirements of the National Securities and Exchange Commission for the purpose of its issuance and throughout its life.

Title XIII

Collective Financing System

Art. 207.-The National Securities and Exchange Commission, in the field of its jurisdiction, shall be the authority of application, control, supervision and regulation of the collective financing system, and may, for such purposes, regulate the manner of business other than those referred to in law 27.349.

Title XIV

Financial inclusion

Art. 208.-The national executive branch should develop a National Financial Inclusion Strategy to promote a comprehensive financial inclusion that improves the living conditions of the population and promotes that all Argentines are share of the benefits of the same.

Art. 209. The Ministry of Finance, or the national executive branch, shall designate the authority to apply this title.

Art. 210.-The institution of the Council for the Coordination of Financial Inclusion that was created by Resolution 121/17 dated 27 July 2017 and its amendments and additions.

Art. 211.-The National Strategy for Financial Inclusion should explicitly contemplate national advances and antecedents in terms of financial inclusion, an adequate justification that provides reason for being a Strategy, the subjects covered by it, the commitments and deadlines assumed by the various actors, the working methodology and the action plan to be implemented.

It should also include the collection of data and diagnostics on variables and dimensions of access, use, quality and financial capabilities of the Argentine population analyzed with data from the demand; the wording and formulation of a definition of financial inclusion as well as general and specific objectives prioritized and hierarchized with their respective deadlines of compliance; the priorities and responsibilities of the actors designated or involved in their implementation; a monitoring and evaluation framework with performance indicators to measure periodically their progress and impact through the actor/s/is designated a mechanism to systematically collect users ' perspectives on relevant aspects of implementation and assess progress towards the objectives of the Strategy using well-defined and quantifiable indicators and objectives.

The drafting and formulation of the Strategy should also provide an unfailingly open view of the incorporation of mandatory financial education programmes in secondary schools, schemes and mechanisms for consumer protection, and the prospect of gender in its specific objectives and indicators.

Art. 212.-The implementing authority will have to issue a biannual report with the progress of the National Strategy for Financial Inclusion to the Finance Committee of the Honorable Chamber of Deputies of the Nation and the Commission of National Economy and Investment of the Honorable Chamber of Senators of the Nation.

Art. 213. The implementing authority must present in front of the Honorable Congress of the Nation a plan of integral implementation of the Strategy subject to the guidelines explained in the present in a period not greater than ninety (90) days from the Regulation of this Law.

Art. 214.-The National Public Administration Budget will include the necessary items for the development of the National Strategy for Financial Inclusion. To this end, the Head of the Cabinet of Ministers should be empowered to make the necessary budgetary changes to that end.

Art. 215. The national executive branch shall regulate the provisions of this title in a period not exceeding 120 days from the enactment of this law.

Title XV

Electronic cheque

Art. 216. The national executive branch shall, within a period not exceeding ninety (90) days of the law, take all necessary regulatory measures to make the electronic check system operational.

Title XVI

Of the public works certificates

Art. 217. Public works certificates may be negotiated in the markets authorized by the National Securities and Exchange Commission, in accordance with the regulations that this body has as the implementing authority. Such certificates shall be publicly offered in accordance with the terms of Law 26,831 and its amendments.

Title XVII

General provisions

Art. 218.-To establish that in the text of laws 26,831 and its amendments, 24.083 and its amendments, 20,643 and amending, 23,576 and its amendments, and 25,246 and its modifications; provided that the term " person of visible existence "or" natural person "must be read" human person "and where it says" Ministry of Economy "," Ministry of Economy and Production "or" Ministry of Economy and Public Finance "shall be read" Ministry of Finance ".

Art. 219.-Commune to the national executive branch.

GIVEN IN THE SESSION HALL OF THE ARGENTINE CONGRESS, IN BUENOS AIRES, ON 09 MAY 2018.

-REGISTERED UNDER NO 27440-

MARTA G. MICHELETTI. -EMILIO MONZO. -Eugenio Inchausti. -Juan P. Tunessi.

ê 11/11/2018 N ° 32829/18 v. 11/05/2018