BYLAWS BANCO HIPOTECARIO SOCIEDAD ANÓNIMA

Transcription

1 BYLAWS OF BANCO HIPOTECARIO SOCIEDAD ANÓNIMA 1

2 BYLAWS OF BANCO HIPOTECARIO SOCIEDAD ANONIMA - ARTICLE I NAME, REGISTERED OFFICE AND DURATION. SECTION 1 NAME: The Company s name shall be BANCO HIPOTECARIO SOCIEDAD ANÓNIMA. In fulfilling its corporate purpose and in all juridical acts it may execute, it may use, indistinctly, its full corporate name or the short form BANCO HIPOTECARIO S.A. SECTION 2 REGISTERED OFFICE: The Company s registered office shall be located within the Autonomous City of Buenos Aires, provided, however, that the Company may set up delegations, branches, agencies or any kind of representative offices within the country or abroad. SECTION 3 DURATION: The Company s term of duration shall be one hundred (100) years as from the date of registration of these Bylaws with the Public Registry of Commerce. ARTICLE II CORPORATE PURPOSE. SECTION 4 CORPORATE PURPOSE: The purpose of the Company shall be to carry on, either on its own account or through third parties, or in association with third parties, within Argentina or abroad, the following businesses: a) Banking: Bank loans, deposits and services contemplated in and permitted by the Financial Institutions Law and further laws, regulations and provisions governing the banking business for all commercial banks at the place of performance thereof, within the scope and subject to the prior authorization of the Argentine Central Bank, whenever applicable. The Company shall primarily serve the needs of housing mortgage loans. b) Insurance: Insure any of the risks derived from the transactions performed or property financed by it, even if not given as collateral, and impose insurance on the beneficiaries of its transactions. In connection with its insurance business, the Bank may insure the risks derived from the transactions set forth in Section 10 of Law 21,581, 13 of Law 24,143, and Law 24,626. c) Securities: Perform all securities transactions contemplated in the applicable laws and regulations that govern such business, within the guidelines set forth by the Argentine Securities Commission, acting as a stock company (sociedad de bolsa) in authorized Stock Markets or as a broker in any other self-regulated market. d) Real Estate: Purchase, sell, construct, lease and manage real estate and enter into brokerage and agency transactions and any other transaction as may be necessary to perform its banking activities. e) Trusts: Act as trustee in accordance with the provisions of Law No. 24,441. f) The above enumeration is not restrictive and the Company shall be authorized to enter into any other transaction supplementary to its banking and insurance businesses or which is directly or indirectly necessary to achieve its corporate purpose. For a better fulfillment of the above, the Company may organize or create, associate with or have an interest in, public or private legal entities domiciled in Argentina or abroad, subject to the limitations set forth herein and to the authorization of the Argentine Central Bank, when applicable. SECTION 5 MEANS FOR FULFILLING THE CORPORATE PURPOSE: a) In order to fulfill its purpose, the Company may perform any and all juridical acts and transactions that may be relevant or related to its corporate purpose, since to such effect, the Company has full legal capacity to acquire rights, incur liabilities and perform any such acts as are not prohibited by the applicable laws and regulations of the Argentine Central Bank or these Bylaws. b) In particular, the Company shall be authorized to: (i) Purchase or otherwise acquire real and personal property, livestock, facilities and all kinds of rights, securities, stock or bonds, and sell, exchange, assign or otherwise dispose of them, give them as collateral and encumber them, including by way of pledge, mortgage or any other in-rem right and create easements thereon; associate with natural or legal persons, enter into transitory unions of enterprises ( UTEs ) and pooling agreements, act as trustee, trustor, beneficiary or residual beneficiary; (ii) Enter into any kind of contracts and incur liabilities, including loans and other obligations with public or private banks, either domestic or foreign, international credit or other institutions; accept and grant consignments, commissions and/or agencies; (iii) Take deposits, extend loans, make investments, grant sureties, bonds or other guarantees; (iv) Issue, in Argentina or abroad, debentures, negotiable obligations and other debt or equity securities, whether typical or not, in any currency and either unsecured or secured with collateral, special or floating guarantee, and either convertible or not into shares. ARTICLE III CAPITAL STOCK. SHARES. SECTION 6 - CAPITAL STOCK: a) Capital Amount: The Stock Capital is set in the amount of ONE THOUSAND FIVE HUNDRED MILLION PESOS ($ 1,500,000,000), fully subscribed and paid in, and is represented by ONE THOUSAND FIVE HUNDRED MILLION (1,500,000,000) book-entry common shares of ONE PESO ($ 1.00) par value and one vote each, except for the special multiple voting power of Class D shares pursuant to paragraph d) of this Section. (b) Classes of Common Shares: The stock capital is 2

3 divided into four (4) classes of common shares, as follows: (i) Class A shares, which as of the date hereof represent ninety percent (90%) of the stock capital. Only the National Government or its fiduciary agents may hold Class A shares. All of the voting rights of Class A shares shall belong to and be exercised by the National Government, at its sole discretion. (ii) Class B shares, which as of the date hereof represent five percent (5%) of the stock capital, which will be allocated to the Company s employees participating in the Employees Stock Ownership Program under Law 23,696. If at the time of organization of the Employees Stock Ownership Program the Company s employees should not have subscribed all of Class B shares, the remaining balance shall be converted into Class A shares. Once the Employees Stock Ownership Program has been organized, Class B shares not acquired by the Company s employees thereunder shall be automatically converted into Class D shares. (iii) Class C shares, which as of the date hereof represent five percent (5%) of the stock capital, and are initially offered by the National Government to legal entities engaged in housing construction or real estate activities. Class C shares not purchased by such legal entities under the acquisition program to be established for that purpose, shall automatically become Class D shares. (iv) Class D shares, whose full title is transferred to private investors, converted as such as a result of the transfer to any person of Class A, B or C shares pursuant to the following rules: Any Class A shares transferred by the National Government to any person shall be converted into Class D shares. Any Class B shares transferred to third parties otherwise than under the Employees Stock Ownership Program shall be converted into Class D shares. Any Class C shares transferred to third parties otherwise than under the acquisition program intended for legal entities engaged in housing construction or real estate activities, shall be converted into Class D shares. Class D shares shall not be converted to shares of any other class in the event they are subscribed for or purchased by the National Government, any other public legal entity, the employees adhering to the Employees Stock Ownership Plan, or any subject of the program for the acquisition of Class C shares. c) Special Rights of Class A Shares: The affirmative vote of Class A shares shall be required, regardless of the capital stock percentage represented by them, for the Company to take valid resolutions on: (i) The Company's spin-off or merger with any other company or companies; (ii) The acceptance by the Company, through the purchase of its shares by third parties, of a consented or hostile takeover entailing a change of control under Section 33 of Law No. 19,550, as amended, and/or under the regulations of the Argentine Central Bank and/or paragraph c) of Section 7 hereof; (iii) The transfer to third parties of a substantial portion of its mortgage and housing loan portfolio that causes the Company's mortgage and housing lending business to cease completely or to suffer a substantial reduction; (iv) The change of the Company's corporate purpose; (v) The transfer of its corporate office abroad; (vi) The Company's voluntary dissolution. d) Special Rights of Class D Shares: Multiple voting rights: As long as Class A shares represent more than forty two per cent (42%) of the stock capital, Class D shares shall have three (3) votes per share. e) Preferred Stock: The Company may issue preferred stock with or without voting power and divided also into Classes A, B, C and D, which shall have the rights set forth in the terms of issue. Each class of preferred stock shall be subject to the same rules regarding ownership and conversion as those provided for common shares of the same class in clause b) above. If preferred shares exercise their voting powers (either on a transitory or permanent basis), they shall do so, should it be the case, together with the class of shares they belong to. Preferred shares issued without voting power but acquiring such right due to the Company's failure to pay the benefits that make up their preference, shall be entitled to vote as from the next shareholders' meeting following the meeting which approved the negative balance sheet. f) Capital increases. The capital stock may be increased up to five times its current amount by resolution of the ordinary shareholders' meeting as provided for by Section 188 of Law No. 19,550, as amended, but such limitation shall not apply if the Company is authorized to make public offering of its shares. The shareholders' meeting shall set forth the terms of the shares to be issued as a result of such capital increase subject to the terms hereof, and may delegate in the Board of Directors the authority to determine the time of such issuance and the payment terms and conditions and any other delegation authorized by law. Any issuance of common or preferred stock shall be made by classes observing the existing rate among the different classes as of the date of commencement of the subscription period, notwithstanding any changes that may arise thereafter from the exercise of the right of the preemptive right and the accretion rights as provided for in Section 8 hereof. g) 3

4 Book-entry shares: The Company's shares shall not be issued in the form of certificates but in book-entry form and shall be entered in accounts opened in the name of their holders with the Company or authorized commercial or investment banks or depository institutions, as the Board may resolve. Shares are indivisible. If any shares were owned jointly by more than one shareholder, such joint shareholders shall unify their representation for the purpose of exercising their rights or fulfilling their obligations. SECTION 7 TRANSFERS OF STOCK: a) Transfers of Class B Shares: Any transfer of Class B shares made while payment of their price is still pending or in breach of the provisions of the Employees Stock Ownership Program or of the relevant General Transfer Agreement conclusively notified to the Company shall be void and ineffective and shall not be recognized by the Company. b) Reporting obligation: Any person who directly or indirectly acquires, by any means whatsoever, Class D shares or shares convertible into Class D shares upon transfer or any of the Company's securities convertible into Class D shares (including, without limitation, debentures, bonds, share coupons and depositary receipts issued by any domestic or foreign bank), thereby acquiring control of more than THREE PERCENT (3%) of Class D stock, shall, within FIVE (5) days of the purchase in excess of limit, give conclusive notice thereof to the Company and take all additional steps as the applicable capital market rules may require in such event. Such report shall also specify the date of the transaction, the price, the number of shares acquired and whether the purchaser intends to acquire a greater or controlling interest in the Company. Should the purchaser be a group of persons, the names of each such persons shall be included in the report. The information required hereby shall also be given in the event of acquisitions subsequent to the one initially reported if and when the number of Class D shares stated in the most recent report exceed again the limit herein established. c) Control Acquisitions: Unless the provisions of clauses e) and f) hereof are complied with, the Company's shares or securities convertible into shares (including, without limitation, debentures, bonds, share coupons and depositary receipts issued by any domestic or foreign bank and excluding the options issued (by third parties or the trust created under the provisions of Section 1, paragraph d), of Decree No. 1394/98) for the purchase of the Company s shares or securities), may not be directly or indirectly acquired, by any means when, as a result thereof, the purchaser becomes the owner of or takes control of Class D shares in the Company which, together with its previous shareholdings of the same class (if any), represent, in the aggregate, THIRTY PERCENT (30%) or a higher percentage of the capital stock of the Company. Notwithstanding the above, the provisions of clauses e) and f) hereof shall not apply to any acquisitions by anyone who already holds or controls shares representing more than FIFTY PERCENT (50%) of the capital stock. Each individual or legal entity that belongs to the same economic group may not own more than FIVE PERCENT (5%) of the Company's capital stock. The acquisitions referred to in this clause are designated as "Control Acquisitions". d) Requirements: A person willing to make a Control Acquisition (referred to in this paragraph as "the Offeror") shall (i) obtain the prior consent of the Special Meeting of Class A shareholders, and (ii) make a public tender offer for the purchase of all the shares of all classes and all the securities convertible into shares of the Company. Any resolution adopted by the Special Class A shareholders' Meeting in connection with the subject matters mentioned in this clause shall be conclusive and shall entitle to no indemnification whatsoever. e) Tender Offer: Each tender offer shall be made pursuant to the procedure set forth in this clause and, should the laws applicable in the jurisdiction where such tender offer is made and the regulations of the stock exchanges and securities markets where the Company's shares and securities are listed impose requirements additional to or more stringent than those contained herein, such additional or more stringent requirements shall be fulfilled. (i) The Offeror shall give written notice to the Company of the tender offer at least FIFTEEN (15) business days in advance of the commencement date thereof. Such notice shall include information on all the terms and conditions of any agreement or pre-agreement made or intended to be made by the Offeror with any holder of the Company's shares whereby, upon such agreement or preagreement taking place, the Offeror would be in the position described in the first paragraph of clause d) hereof (hereinafter, a "Prior Agreement") and, also, all the following minimum additional information: (A) Offeror's identity, nationality, domicile and telephone number; (B) If the Offeror consists of a group of individuals, identity and domicile of each member of the group and of the members of the governing body of each entity comprising the group; (C) The price offered for the shares and/or securities. If the offer 4

5 were conditioned upon the acquisition of a certain amount of shares, such minimum amount shall also be stated; (D) The expiration date of the public tender offer, whether such date may be postponed and, if so, the postponement procedures; (E) An Offeror's statement of the exact dates before and after which the holders of shares and securities who have tendered such shares and securities for acquisition in the tender offer shall be entitled to withdraw such shares and securities, the manner in which such shares and securities tendered shall be accepted and the procedures for the withdrawal of such shares and securities from the tender offer; (F) A statement setting forth that the tender offer shall be open to all the holders of shares and securities convertible into shares; (G) Any additional information, including the Offeror's financial statements, that may be reasonably requested by the Company or that may be necessary for the above-mentioned notice not to be misleading or due to the incompleteness or deficiency of the information supplied; (H) Any other information not included in clauses (A) through (G) above and to be supplied pursuant to applicable laws or regulations. (ii) The Company's Board of Directors shall convene by conclusive means a Special Class A Shareholders Meeting to be held TEN (10) business days as from receipt by the Company of the notice mentioned in clause (i), in order to discuss the approval of the tender offer and shall submit its recommendation in such respect to the consideration of such Meeting. The Meeting shall discuss whether the Control Acquisition by the Offeror is in the best interest of the Company and the public in general. If such Meeting were so called but not held or, if held, the tender offer were disapproved, neither the tender offer nor the Prior Agreement, if any, shall be executed. (iii) The Company shall, at the Offeror's expense and using its best efforts, mail a copy of the notice delivered to the Company as provided in clause (i) above to each holder of shares or securities convertible into shares. The Offeror shall advance to the Company the funds required to such effect. (iv) The Offeror shall, at the request of any holder of shares or securities convertible into shares, send with reasonable diligence either by mail or any other conclusive means, a copy of the notice given to the Company and shall, at least once a week, publish a notice containing substantially the information required in clause (i) above commencing on the date when such notice is delivered to the Company pursuant to clause (i) above and ending on the expiration date of the tender offer. Subject to applicable laws, such notice shall be published in the business section of widely circulated newspapers of Argentina, the City of New York, U.S.A., and of any other place on whose exchanges or markets the shares are listed, and in the newsletters of any such exchanges or markets. (v) The price for each share or security convertible into shares to be received by each holder thereof shall be the same, in cash, and not lesser than the price per Class D share or, as the case may be, security convertible into Class D share which is the highest of: (A) the highest price per share or security paid by or on behalf of the Offeror in respect of any purchase of Class D shares or securities convertible into Class D shares within the term of TWO (2) years immediately preceding the Control Acquisition notice, adjusted to reflect any stock split, dividend, subdivision or reclassification affecting or related to Class D shares; or (B) the highest selling price at the close of business during the THIRTY (30) days' period immediately preceding such notice for a Class D share as quoted by the Buenos Aires Stock Exchange, in each case adjusted to reflect any stock split, dividend, subdivision or reclassification affecting or related to Class D shares; or (C) A price per share equal to the market price per Class D share determined as provided for in clause (B) above multiplied by the ratio of: (a) the highest price per share paid by or on behalf of the Offeror for any Class D share in any purchase of shares of such class within the last TWO (2) years immediately preceding the date of the notice mentioned in clause (i), to (b) such market price per Class D share prevailing on the day immediately preceding the first day of the TWO-YEAR period during which the Offeror has purchased any kind of interest in or right on a Class D share. The price shall in each case be adjusted to account for any subsequent stock split, dividend, subdivision or reclassification affecting or related to Class D shares; or (D) The Company's net earnings per Class D share during the FOUR (4) full fiscal quarters immediately preceding the date of the notice mentioned in clause (i), multiplied by the highest of the following ratios: the price/earnings ratio during such period for Class D shares (if any) or the highest price/earnings ratio obtained by the Company during the TWO (2) years' period immediately preceding the date of the notice mentioned in clause (i). Such multiples shall be determined as usually computed by and reported to the financial community. (vi) Holders of shares or securities tendered in the tender offer shall be able to withdraw those shares or 5

6 securities from the public offering before the deadline fixed for such offering. (vii) The tender offer may not expire before NINETY (90) days following the date when notice thereof was given to the shareholders or published as provided in clause (iii) above, which term shall be counted as from the date when such notice was published for the first time. (viii) The Offeror shall purchase all the shares and/or securities convertible into shares tendered before the offering expiration date pursuant to the tender offer regime. If the amount of such shares or securities were lesser than the minimum amount set by the Offeror as a condition for the tender offer, the Offeror shall be entitled to withdraw the offer. (ix) If the Offeror has not conditioned the tender offer to any minimum amount as provided in clause (i) (C) hereof, upon conclusion of such procedure it shall be able to execute the Prior Agreement, if any, notwithstanding the number of shares and/or securities it may have purchased under the tender offer. If such minimum should have been set, the Offeror shall be able to execute the Prior Agreement only if such minimum has been met under the tender offer regime. The Prior Agreement must be executed within THIRTY (30) days following termination of the tender offer; otherwise, the whole procedure provided for in this Section shall need be repeated. If no Prior Agreement were made, the Offeror shall, in the events and opportunities such Offeror could have executed a Prior Agreement as set forth above, be entitled to freely purchase the number of shares and/or securities informed to the Company in the notice mentioned in clause (i) hereof as long as it has not purchased such shares and/or securities through the tender offer. f) Related Party Transactions: Any merger, consolidation or any other form of combination having substantially the same effects (hereinafter "the Related Party Transaction") involving the Company and any other person (hereinafter "the Interested Shareholder") who has previously made a Control Acquisition or having the same effects of a Control Acquisition for the Interested Shareholder in respect of the holding of Class D shares, shall only be made if the price to be received by each of the Company's shareholders as a result of such Related Party Transaction is the same for all shareholders and not lesser than: (i) The highest price per share paid by or on behalf of such Interested Shareholder for the purchase of: (A) shares of the same class as those to be transferred by the shareholders in such Related Party Transaction (hereinafter, "the Class"), within the TWO (2) years' period immediately preceding the first public notice of the Related Party Transaction (hereinafter, "the Date of Notice"), or (B) shares of the Class purchased by such Interested Shareholder in any Control Acquisition. In either case, the price shall be adjusted to reflect any stock split, dividend, subdivision or reclassification affecting or related to such Class. (ii) The highest selling price at the close of business during the THIRTY (30) days' period immediately preceding the Date of Notice or the date of purchase by the Interested Shareholder of shares of such Class in any Control Acquisition, for a share of that Class as quoted by the Buenos Aires Stock Exchange as adjusted to reflect any stock split, dividend, subdivision or reclassification affecting or related to such Class; (iii) A price per share equal to the market price per share of such Class determined as provided in clause (ii) above multiplied by the ratio of: (a) the highest price per share paid by or on behalf of the Interested Shareholder for any share of such Class in any purchase of shares of such Class within TWO (2) years immediately preceding the Date of Notice, to (b) such market price per share of such Class prevailing on the day immediately preceding the first day of the TWO-YEAR period during which the Interested Shareholder has acquired any kind of interest in or right on a share of such Class. The price shall in each case be adjusted for any subsequent stock split, dividend, subdivision or reclassification affecting or related to that Class. (iv) The Company's net earnings per share of such Class during the FOUR (4) full fiscal quarters immediately preceding the Date of Notice, multiplied by the highest of the following ratios: the price/earnings ratio for such period in respect of shares of such Class (if any) or the highest price/earnings ratio obtained by the Company during the TWO (2) years' period immediately preceding the Date of Notice. Such multiples shall be determined as usually computed by and reported to the financial community. g) Breach: Shares and securities acquired in breach of the provisions of clauses b) through f), both included, of this section, will have no voting or dividend rights, nor will be entitled to any allocation of profits made by the Company and shall not be computed to the effects of quorum at any of the shareholders' meetings of the Company. h) Interpretation: For purposes of this section, the term "indirectly" shall include purchaser's controlling and controlled companies, and companies under the common control of the purchaser; and shall further include interests held by a person through trusts, depositary receipts ( ADRs ) or other similar mechanisms. i) Non-applicability of the 6

7 Regime set forth in Section 23 of Decree No. 677/2001: Banco Hipotecario S.A. is a Company Not Adhering to the Optional Statutory Regime for Mandatory Public Tender Offer, as it relies on its own specific by-laws regulations in the matter. SECTION 8 - PREEMPTIVE RIGHTS (a) General Rules: Holders of each class of common shares shall have preemptive rights for the subscription of new shares of the same class in proportion to their respective shareholdings. Such right shall be exercised under the conditions and within the terms set forth by applicable laws and regulations. The terms of issuance, subscription and payment in respect of Class B shares may be more advantageous than those of the other classes of shares but shall in no case be more burdensome. Anyone entitled to preemptive rights, notwithstanding the class of shares conferring such right, may assign such right to any third party, in which case the shares to which such preemptive right is attached shall be converted to, or consist of, Class D shares. (b) Accretion Rights: The accretion rights shall be exercised within the same term as preemptive rights in respect of all the classes of stock not initially subscribed. To such effects (i) Class A shares not subscribed by the Argentine Government pursuant to its preemptive rights shall be converted into Class D shares and shall be offered to the shareholders of such class who have expressed their intention to accrue in respect of unsubscribed Class A shares; (ii) Class B shares not subscribed by the participants of the Employees Stock Ownership Program because of the assignment of or the omission to exercise their preemptive rights shall be allocated to the participants of such program who have subscribed Class B shares and expressed their intention to accrue, and the remaining shares shall be converted into Class D shares to be offered to the Class D shareholders who have expressed their intention to accrue; (iii) Class C shares not subscribed by the participants of the program of acquisition of entities engaged in housing construction and real estate activities by exercising their original preemptive rights because of the assignment of or the omission to exercise such rights, shall be allocated to the participants of such program who have subscribed Class C shares and expressed their intention to accrue, and the remaining shares shall be converted into Class D shares to be offered to the Class D shareholders who have expressed their intention to accrue; (iv) Class D shares not subscribed by virtue of the preemptive rights of such class of shares shall be allocated to the subscribers of such class who have expressed their intention to accrue; (v) The remaining Class D shares shall be allocated to the shareholders of the other classes who have expressed their intention to accrue on a pari -passu basis. c) Restrictions: The preemptive rights and accretion rights provided in the preceding clauses shall exist only to the extent required by the then current corporate laws or to comply with the applicable provisions of Laws No. 23,696 and 24,855. SECTION 9 - PUBLIC AND PRIVATE OFFERING: The Company shall apply for the authorization to have the shares issued pursuant to these Bylaws publicly offered and listed on national and international stock exchanges and self-regulated securities markets in compliance with the provisions of Section 19 of Law No. 24,855 and following the instructions of the Ministry of Economy and Public Works and Services. Any issue of shares, debentures, negotiable obligations or other securities made by the Company subsequent to the privatization date shall be placed through public or private offerings as required by the applicable laws and, should it be the case, as resolved by the competent corporate body. ARTICLE IV - NEGOTIABLE OBLIGATIONS ("OBLIGACIONES NEGOCIABLES"), PROFIT SHARING CERTIFICATES AND OTHER SECURITIES. SECTION 10 - ISSUABLE SECURITIES: a) Profit Sharing Certificates: In compliance with the relevant Employees Stock Ownership Program, profit sharing certificates shall be issued to the Company's employees. Profit sharing certificates shall be governed by the provisions of Section 230 and concordant Sections of Law No. 19,550, as amended. Profit sharing certificates may not affect, in the aggregate, more than one half percent (0.50%) of the profits for each fiscal year and shall all expire upon occurrence of the first of: the lapse of ten years following the date of the first issuance thereof or full payment of the price for the transfer of the shares initially assigned to such Program amongst the issued shares as of the enactment of the Law. Each of the Company's employees as of the effective date of the Employees Stock Ownership Program shall receive the same number of certificates. b) Negotiable Obligations: The Company may issue negotiable obligations either convertible or not into shares. It may also issue debt securities secured by mortgage or not and mortgage bonds and notes, as well as debt securities and participation certificates as trustee. If such issuance were resolved by the shareholders' meeting, the meeting may delegate to the Board of Directors the determination of all or any of the terms of 7

8 issuance. c) Other securities: The Company may issue preferred bonds, which shall confer the holders thereof a preemptive right in respect of future capital increases up to the amount stated therein. In subscribing such bonds and other convertible securities, shareholders shall have a preemptive right in accordance with the terms and in the circumstances provided in Section 8 hereof. d) Conversion into Class D shares: Any convertible securities issued by the Company shall only be convertible into Class D shares and the issuance thereof must be authorized by a special meeting of Class D shareholders. ARTICLE V GOVERNMENT AND MANAGEMENT. SECTION 11 - BOARD OF DIRECTORS: a) Composition: The Company shall be governed and managed by a Board of Directors composed of thirteen (13) regular members, who shall be appointed to hold office for two (2) fiscal years and may be reelected indefinitely, without prejudice to the provisions of clause e) hereof. b) Alternate Directors: Each class of shares shall appoint a number of alternate directors equal to or lesser than the number of regular directors elected by such class. Alternate directors shall fill, in the same order as they were appointed, any vacancies occurred amongst the directors of the relevant class due to absence, resignation, leave, disability, legal disqualification, or death, subject to the Board of Directors' prior approval of the reason for such replacement if the latter is temporary. c) Appointment. The Directors shall be appointed by majority vote within each of the classes of common shares as follows: (i) Class A shall appoint two (2) regular directors and two (2) alternate directors; (ii) Class B shall appoint one (1) regular director and one (1) alternate director as long as Class B shares represent over two per cent (2%) of the capital stock issued at the time the respective Shareholders' Meeting is convened; (iii) Class C shall appoint one (1) regular director and one (1) alternate director as long as Class C shares represent over three per cent (3%) of the capital stock issued at the time the respective Shareholders' Meeting is convened; (iv) the appointment of the rest of the regular and alternate directors (who in no event shall be less than nine (9) regular directors and the like or less number of alternate directors) shall be vested with Class D. When either Class B or Class C lacks or forfeits, whichever the reason, its rights to appoint or participate in the election of Directors, said class may vote jointly with Class D shares at the special Shareholders' Meeting of Class D shares convened to elect Directors. (v) By reason of the election of directors by classes of shares, as long as there exist several classes of shares the appointment of Directors by cumulative voting shall not apply even within the class subject to the provisions of Sections 262 and 263 of Law No. 19,550 as amended; d) Absence of a class of shares: In case of absence of all the shareholders of a given class entitled to elect directors of such class at a Shareholders Meeting held on second call and convened for the election of directors, the directors of such class shall be elected by the shareholders of the other classes voting together as if they belonged to a single class; provided, however, that if no shareholders were present at a Class A meeting, the syndic appointed by Class A shareholders shall appoint the regular and alternate directors of Class A. e) Staggered Election: The first Board of Directors which may be elected following the provisions of Section 11 shall be elected for the following periods: Two (2) directors for Class A and four (4) directors for Class D for one (1) year and the remaining directors for two (2) years. Any following election shall be for two (2) years, unless when directors are appointed to complete the office of the outgoing ones. f) Nomination of candidates: At any Meeting for the election of Class D directors, any Class D shareholder or group of shareholders holding more than three percent (3%) of the capital stock represented by Class D shares shall be entitled to request that the slate of candidates to be proposed by such shareholder or group of shareholders at the meeting of such class be sent to all shareholders of such class. Likewise, the Board of Directors shall be entitled to nominate candidates to be elected by the meetings of the respective classes, whose names shall be made known to all the shareholders together with the nominations proposed by the shareholders as mentioned above. The above provisions shall not prevent any shareholder present at the meeting from nominating candidates not included in the nominations made known by the Board of Directors. No nomination of directors may be made for any of the classes either before or during the meeting unless written evidence of the proposed candidates' acceptance of their nominations is submitted to the Company. g) Election procedure: The election of Class D directors shall be made by complete slate of candidates provided no objections are raised by the shareholders. Otherwise, they shall be elected individually. The slate or person, as the case may be, elected by an absolute majority of Class D shares present at the Meeting shall be declared elected. Should no slate or person obtain such majority, a second 8

9 voting shall be made upon the two (2) slates or persons that have obtained the two highest numbers of votes, and the one obtaining the highest number of votes at such second voting shall be declared elected. h) Requirement to take office: Newly elected directors may not take office unless the Central Bank of the Argentine Republic passes a favorable resolution as regards their qualifications and experience in the financial business and lack of inabilities, save for the exceptions provided by law. i) Removal: Subject to applicable quorum requirements, each class may, by a majority of votes of the shares of such class present at a Meeting, remove the directors appointed by such class provided such removal has been included in the agenda. SECTION 12 - BOND: As security for the discharge of their duties, directors must deposit with the company the amount of ONE THOUSAND FIVE HUNDRED PESOS ($ 1,500) in cash, securities or government bonds. SECTION 13 - VACANCIES: If the number of vacancies in the Board of Directors should be such that, even with the presence of alternate directors, a meeting cannot be validly held, the syndics shall appoint directors to hold office until the election of new directors by the shareholders meeting. The syndic appointed by Class A shares shall appoint directors on behalf of such Class, as applicable, upon consultation with the Class A shareholder, and syndics appointed by Classes B, C and D shall appoint directors on behalf of such Classes, as applicable, upon consultation with the relevant shareholders. SECTION 14 - Compensation: A) Non-Executive Directors: The duties of the non-executive members of the Board of Directors shall be compensated as resolved upon annually by the General Ordinary Shareholders' Meeting on a global basis, which compensation shall be equally distributed among them and among their Alternates in proportion to the permanent vacancies filled by such Alternates. The General Ordinary Shareholders' Meeting shall authorize the amounts which may be paid on account of said fees during the current fiscal year, subject to ratification by the Shareholders' Meeting which deals with said fiscal year. B) Executive Directors: The Chairman and the other Directors of the Company performing Managerial, Technical and Administrative duties or Special Assignments shall receive a remuneration for said duties or Assignments at a level consistent with the one prevailing in the Market, which shall be fixed by the Board of Directors, with the abstention of the relevant members, and shall be subject to ratification by the Shareholders' Meeting; C) Members of the Executive Committee: Directors who are members of the Executive Committee and who perform the duties set forth in Section 19 shall receive a compensation component which shall be equal to the amount that results from subtracting from the maximum amount set forth by paragraph D) below, the Non-Executive Directors Fees (par. A) and the compensation payable to the Chairman and Directors performing specific functions (par. B) as approved at the General Ordinary Shareholders Meeting for the same fiscal year. The amount of such bonus compensation shall be allocated among its members as resolved upon by the Executive Committee itself. D) Maximum Amount: The Aggregate Amount of the Directors Compensation as fixed or approved pursuant to the provisions of paragraphs A), B) and C) above, shall not exceed Five percent (5 %) of the After-Tax Income for the Fiscal Year involved in those cases in which no cash dividend distribution is made for any reason, and shall be increased in proportion to the existence of cash dividends up to a maximum of Fifteen percent (15 %) of computable income. E) Insufficient Profits: In case no Income is recorded for any Fiscal Year or if such income had been reduced to pay the compensations provided for in paragraphs A), B) and C) above and it were necessary to surpass the limits set forth in paragraph D) above and/or those set forth in Section 261 of Law 19,550, they shall be payable only if it were expressly resolved upon at the General Ordinary Shareholders Meeting. To such effect, this item shall be included in the Agenda and the compensations shall be fixed taking into account of the Directors responsibilities, the time devoted to their duties, their qualifications and professional standing and value of their services in the Market. SECTION 15 - MEETINGS: The Board of Directors shall meet at least once a month. However, the Chairman or his substitute may convene a meeting whenever he deems it necessary and shall do so at the request of any of the directors. In the latter case, the meeting shall be convened by the Chairman to be held within five days after receipt of such requisition, or otherwise, by any of the directors. Board meetings shall be convened by written notice specifying the items of the agenda but may discuss any urgent matters not included therein that may have come up after the call notice. SECTION 16 - QUORUM AND MAJORITIES: The Board of Directors shall be presided over by the Chairman or his substitute. Quorum shall be formed by the absolute majority of its members who are present or capable of communicating with each other by 9

10 any simultaneous means of transmission of sound, images or voice; provided that the members who attend on a remote basis and the means used for that purpose are put on record in the meeting minutes. In the case of meetings regularly convened, those directors who expect to be absent from the registered office on the date scheduled for the meeting shall give written notice in advance of their remote attendance and their means of communication, in order to ensure their effective connection. In case of lack of quorum at a duly convened meeting after one hour since the time set forth in the call notice, the chairman or his substitute may call the alternate director(s) of the relevant absent classes to join the meeting through the same means as the regular directors, until reaching the required quorum. The Board of Directors shall adopt resolutions with the vote of a majority of members who are present at the meeting physically or through remote attendance. The Chairman or his substitute shall in all cases have the right to vote and shall have a casting vote in case of a tie. The Supervisory Committee shall put on record the legality of the decisions adopted whenever the quorum is constituted with any members present through remote attendance. SECTION 17 - POWERS OF THE BOARD OF DIRECTORS: The Board of Directors shall have full authority to organize, govern and manage the Company's business, including those for which special powers -of -attorney are required under Section 1881 of the Argentine Civil Code and Section 9 of Decree Law No. 5965/63. In particular, it shall be authorized to execute transactions with public and private banks, finance companies or credit institutions; to grant and revoke general and special powers -of -attorney for judicial, management or other matters, with or without substitution powers; to file, continue, answer or abandon criminal accusations or complaints and to carry out any other juridical act or event causing the Company to acquire rights or incur obligations with no limitations other than those imposed by applicable laws, these Bylaws and the shareholders' agreements, with the following powers: a) To grant and revoke general and special powers -of -attorney -including for the purpose set forth in section 1881 of the Civil Code-, and powers -of -attorney for the institution of criminal proceedings. The Board of Directors shall be authorized to grant powers -of -attorney to any duly appointed director, manager or attorney-in-fact to act on behalf of the Company for the purpose of answering interrogatories in civil actions, acknowledging documents at court, answering interrogatories in criminal actions or deposing in any administrative proceedings, being able to delegate such powers to the Chairman or the Executive Committee. b) To purchase, sale, assign, bestow, barter and give or take under gratuitous bailment any kind of personal and real property, business and industrial facilities, vessels, ships and aircraft, rights, including trademarks, letters patent and industrial property rights and copyrights; to extend credits or take loans either secured by mortgage or not; to execute easements either as grantor or grantee, give mortgages, naval mortgages, chattel mortgages or any other in -rem right; to create trusts and act as a trustee thereunder or under other trusts, or as trustor, trustee, beneficiary or residual beneficiary of trust agreements; to create mutual investment funds; to enter into leasing agreements upon chattels or real estate either as lessor or lessee and, in general, to do all such acts and to execute, either in Argentina or abroad, all such contracts as may be relevant to the corporate purpose, including leases for the longest term prescribed by law. c) To associate with other natural or legal persons pursuant to the then current laws and these Bylaws and to enter with them into transitory unions of enterprises ("UTEs") or pooling agreements and to enter into trust agreements either as trustee, trustor, beneficiary or residual beneficiary. d) To take all necessary steps before Argentine or foreign authorities in order to fulfill the corporate purpose. e) To issue, in Argentina or abroad, debentures or negotiable obligations in domestic or foreign currency whenever no decision by the Shareholders Meeting is required therefor, mortgage debt securities, mortgage bonds and notes, participation bonds or debt securities as trustee, and other debt securities with or without collateral, special or floating security, either convertible into shares or not, pursuant to applicable laws and regulations and upon prior resolution of the Shareholders Meeting when so required by law. f) To settle disputes either at court or out of court, to agree to arbitration in law or by amicable composition, to file and answer all kinds of judicial and administrative actions and to file criminal complaints with competent criminal or correctional courts, give all kinds of bonds and extend jurisdictions within Argentina or abroad, to waive the right of appeal and rights acquired under statutes of limitations, to file and answer to interrogatories, to grant novations, debt reductions or extensions and, in general, to do all acts for which a special power -of - attorney is required by law, being able to delegate such powers to the Executive Committee. g) To make 10

11 all kinds of transactions with banks and financial entities, including BANCO DE LA NACIÓN ARGENTINA, BANCO DE LA PROVINCIA DE BUENOS AIRES and all other national or foreign private, state-owned and partially state-owned banks and finance institutions. To make transactions and take loans, borrowings and other indebtedness from public or private banks, including those listed in the preceding sentence, international credit or other institutions and agencies, and Argentine or foreign natural or legal persons. h) To approve or submit for consideration to the Shareholders Meeting the Company's Annual Report, Inventory, Balance Sheet and Statement of Income and to propose, on an annual basis, the allocation of profits for the fiscal year considered. i) To approve, upon proposal made by the Executive Committee, the contracting procedures of the Company, which shall secure the competition of offerors and the transparency and public nature of procedures. j) To appoint the Company s Chairman, Vice Chairman and members of the Executive Committee from among Class D Directors, and determine the scope of the Executive Committee s duties and powers. k) To clear up any doubt or settle any question that may come up in the application of these Bylaws, for which purpose the Board of Directors is hereby vested with full powers without prejudice to its duty to report thereon to the Shareholders Meeting. l) To issue its own internal regulations. m) To apply for and maintain the listing of its shares and other securities on national and international stock exchanges and securities markets when pertinent. n) To adopt, upon proposal made by the Executive Committee, the Company's annual budget, estimates of expenses and investments, necessary debt/equity ratios and annual business plans. ñ) To set up, move or close branches, agencies or representative offices within Argentina or abroad, upon proposal made by the Executive Committee. o) Exercise all other powers conferred by these Bylaws and delegate to the Executive Committee such powers and duties as are vested in it within the limits set forth in the applicable laws. The above enumeration of powers is not a restrictive one and the Board of Directors shall therefore be empowered to manage and dispose of the Company's assets and to carry out, even through special attorneys-in-fact, any other acts relevant to the corporate purpose, subject to the exceptions provided for herein, for such purposes and with such powers as may be determined in each case. SECTION 18 CHAIRMAN AND VICE CHAIRMAN: a) Appointment: The Board of Directors shall appoint one (1) Chairman and one (1) Vice Chairman from amongst the directors elected by Class D shares. The Chairman and Vice Chairman shall hold office for two (2) fiscal years but no longer than their respective terms of office as Directors and may be re-elected indefinitely as such should they be elected or re-elected as Class D directors. b) Powers of the Chairman: The Chairman and Vice Chairman, as the case may be, shall have the following powers and duties: I) To act as legal representative of the Company as set forth in Section 268 of Law No. 19,550, as amended, and to comply with and cause to comply with all applicable laws, decrees, these Bylaws and resolutions adopted by the shareholders, the Board of Directors and the Executive Committee. II) To call and chair all Board of Directors meetings with the right to vote at all such meetings, having a casting vote in case of tie. III) To sign bills of exchange as drawer, drawee or endorser; to make and endorse checks and execute commercial papers against the Company's funds, without prejudice to any delegations of signatures or powers -of -attorney made by the Board or the Executive Committee. IV) To carry out or cause Board or Executive Committee resolutions to be carried out, without prejudice to the Board's resolution to be itself in charge of carrying out a given resolution or a certain kind of functions or authorities, and/or delegate or entrust such powers to the Executive Committee. c) Vice Chairman: The Vice Chairman shall replace the Chairman in case of the Chairman s resignation, death, incapacity, legal disqualification, removal or temporary or permanent absence. In all these cases, other than in the event of temporary absence, the Board of Directors shall appoint a new Chairman within SIXTY (60) days after occurrence of the vacancy, in accordance with the provisions of paragraph a) of this Section. SECTION 19 - EXECUTIVE COMMITTEE: The Executive Committee shall be liable for the conduction of the Company s ordinary business. a) Composition and appointment: The Executive Committee shall be composed of the Board Chairman and Vice Chairman, who shall be Chairman and Vice Chairman of the Executive Committee, respectively, and additionally, by such number of directors elected by Class D shares as determined by the Board of Directors between a minimum of FIVE (5) and a maximum of NINE (9) permanent members, and an equal or lesser number of alternate members. Its members shall be appointed by the Board of Directors and shall hold office for a term of 11