Name, offices and duration
Section 1 - Name
The Corporation's name shall be YPF SOCIEDAD ANÓNIMA. In all activities performed in furtherance of the corporate purpose and in all legal acts relating thereto, the Corporation may indistinctly use its full name or the short form, YPF S.A.
Section 2 - Offices
The Corporation's legal domicile shall be located in the City of Buenos Aires, Republic of Argentina. Notwithstanding the aforesaid, the Corporation may establish such regional administrations, delegations, branches, agencies, or any other kind of representation as may deem convenient, either within the country or abroad.
Section 3 - Duration
The Corporation shall exist for a period of one hundred (100) years as from registration of these Bylaws with the Public Registry of Commerce (Registro Público de Comercio)
Section 4 - Purpose
The Corporation's purpose shall include the performance of survey, exploration, and exploitation activities regarding liquid and/or gas hydrocarbon fields and other minerals -either on its own or through or in association with third parties-; the industrialization, transportation, and commercialization of these products and their direct or indirect derivatives, including petrochemical and chemical products -whether derived from hydrocarbons or not- and non-fossil fuels, biofuels, and their components; and the generation of electrical power through the use of hydrocarbons, for which purpose the Corporation may manufacture, use, purchase, sell, exchange, import, or export them. The Corporation's purpose shall also include the rendering -on its own, through a controlled company, or in association with third parties- of telecommunication services in all forms authorized by the laws in effect after applying for the relevant licenses, as required by the regulatory framework; the production, industrialization, processing, commercialization, conditioning, transportation, and stockpiling of grains and grain-based products; and any other activity which may be supplemental to its industrial and commercial business, or any activity which may be necessary in furtherance of the corporate purpose. To better achieve these purposes, the Corporation may establish, become associated with, or acquire an interest in any domestic or foreign public or private entity, within the limits set forth in these Bylaws.
Section 5 – Actions in furtherance of the corporate purpose
a) To accomplish its purpose, the Corporation may perform any legal act or transaction of any nature whatsoever -including those of a financial nature but excluding intermediation- which may be relevant to its corporate purpose or related thereto. For such purpose, the Corporation shall have full legal capacity to acquire rights, undertake obligations, and perform any act not prohibited by these Bylaws.
b) In particular, the Corporation may: (i) Purchase or otherwise acquire real estate, personal property, livestock, facilities, and any other kind of right, title, share or security; sell, exchange, assign or dispose of them under any instrument, give them as security, and encumber them by way of pledges, mortgages, or any other real-property interests; grant right-of-way easements thereon; become associated with natural or legal persons; and enter into joint venture and business cooperation agreements.
(ii) Execute agreements and undertake obligations of any nature whatsoever -including loans or other liabilities- with domestic or foreign government-owned or private banks, international credit institutions and/or organizations; accept and award consignments, commissions and/or agency agreements and grant commercial credits associated with its business activities. (iii) Issue -either within the country or abroad- special or floating, convertible or non-convertible debentures, corporate bonds, and other debt securities in any currency whatsoever, with or without a security interest.
CAPITAL. SHARES OF STOCK
Section 6 – Principal
a) Amount of capital stock: The Corporation's capital stock shall be fixed in the amount of THREE THOUSAND NINE HUNDRED THIRTYTHREE MILLION ONE HUNDRED AND TWENTYSEVEN THOUSAND NINE HUNDRED AND THIRTY PESOS ($ 3,933,127,930), which shall be fully paid in and represented by THREE HUNDRED NINTYTHREE MILLION THREE HUNDRED AND TWELVE THOUSAND SEVEN HUNDRED NINETYTHREE (393,312,793) book-entry shares of common stock, with a nominal value of TEN PESOS ($10.00) and carrying one voting right each.
b) Classes of shares of common stock: The capital stock shall be divided into four classes of shares of common stock as follows:
(i) Class A shares of stock: only the National Government shall be the holder of class A shares of stock;
(ii) Class B shares of stock: originally designed to be acquired by holders of Consolidation Bonds of Oil and Gas Royalties or by creditors of the National Government on account of oil and gas royalties. Where acquired by holders of such Bonds, other than a Province or the National Government, class B shares of stock shall become Class D shares of stock;
(iii) Class C shares of stock: originally designed by the National Government for the Corporation's employees under the Shared Ownership Program set forth in Law No. 23696. Class C shares of stock not purchased by the Corporation's employees under the Shared Ownership Program shall become class A shares of stock; and
(iv) Class D shares of stock, thus converted upon transfer of class A, B, or C shares of stock to any person whatsoever in accordance with the following rules:
- Class A shares of stock transferred by the National Government to any person shall become class D shares of stock, except for transfers to the Provinces, if previously authorized by law, in which case they shall not change their class.
- Class B shares of stock transferred by the Provinces to any person other than a Province shall become class D shares of stock.
- Class C shares of stock transferred to third parties outside the Shared Ownership Program shall become class D shares of stock.
- Class D shares of stock shall not change their class by virtue of their paying in or acquisition by the National Government, the Provinces, or any other public legal entity or by the personnel participating in the Shared Ownership Program.
c) Class A shares' special rights: The affirmative vote carried by class A shares of stock, whatever the percentage of capital stock represented by such class of shares, shall be required so that the Corporation validly resolves to:
(i) Authorize the merger with one or more companies;
(ii) Approve the agreed or hostile takeover of the Corporation, through the acquisition of its shares by third parties, where such acquisition represents more than fifty percent (50 %) of the Corporation's capital stock;
(iii) Transfer to third parties all of the exploitation rights granted within the framework of Law No.17319, its supplementary regulations, and Law No. 24145 so that full suspension of the Corporation exploration and exploitation activities is determined;
(iv) Voluntarily dissolve the Corporation;
(v) Transfer the Corporation's head offices or fiscal domicile outside the Republic of Argentina.It is further stated that the approval of the decisions set forth in paragraphs (iii) and (iv) shall require the prior enactment of a national law.
d) Preferred shares of stock: Preferred shares may be issued by the Corporation with or without voting rights. Such shares shall be divided into classes A, B, C, and D. The same ownership and conversion rules set forth in subsection b) above for each class of share shall apply to every class of preferred stock. Where holders of preferred shares of stock exercise their voting rights (whether temporarily or permanently), they shall do so as members of the class to which they belong.
e) Capital Increases: The Corporation's capital may be increased by up to five times its original amount by resolution of the ordinary meeting of shareholders, in accordance with the provisions of section 188 of Law No.19550. Such limit shall not apply if the Corporation is authorized to make a public offering of its shares. The ordinary meeting of shareholders shall establish the nature of the shares to be issued pursuant to the conditions set forth herein and may delegate to the Board of Directors the power to set the time of issuance and to establish all applicable payment terms and conditions. The ordinary meeting of shareholders shall be further empowered to perform such other delegation as may be authorized by law. Shares of preferred or common stock shall be issued by classes, preserving the existing proportion among the different share classes as of the date of issuance and without prejudice to any subsequent modification which may result from the exercise of preemptive and residual preemptive rights, as provided for in section 8 herein.
Section 7 – Transfer of shares
a) Book-entry shares: Shares shall not be represented by certificates. They shall be held in book-entry form and shall be recorded in accounts kept under their holders' names in the Corporation, in commercial banks, investment banks or security clearing institutions, as authorized by the Board of Directors. Shares shall be indivisible and in the event of co-ownership, representation shall be unified when exercising rights or fulfilling obligations relating thereto.
b) Transfer of class A or C shares: Where notified to the Corporation by effective means, any transfer of class A shares performed in breach of the provisions set forth in the last paragraph of section 8 of Law No. 24145 or of class C shares performed in breach of the rules contained in the Shared Ownership Program or in the relevant General Transfer Agreement shall be null and void and shall not be acknowledged by the Corporation.
c) Duty to notify: Any person directly or indirectly acquiring, by any means or instrument, class D shares, or shares which shall be converted into class D shares upon transfer, or Corporation's securities of any nature that may be convertible into class D shares (including, without limitation and within the meaning of the term “securities”, debentures, corporate bonds, and stock coupons), granting control over more than three per cent (3%) of all class D shares, shall notify the Corporation thereof within five (5) days as from the acquisition which resulted in such excess, without prejudice to the obligation to comply with all additional measures provided for by regulations applicable to capital markets in this kind of circumstances. The Corporation shall also be notified of the date and price of the transaction, the number of shares purchased, and the intent of the purchaser to acquire a larger stake or to take control of the corporate will. If the purchaser is a group of individuals, all of the members of the group shall be identified. The information provided for herein shall be furnished in relation to acquisitions performed after the one first notified, when the latest stated limit on the amount of class D shares is again exceeded under the provisions contained herein.
d) Takeovers: Where subsections e) and f) hereof are not complied with, the direct or indirect acquisition of corporate shares or securities convertible into shares, by any means or instrument (including, without limitation and within the meaning of the term “securities”, debentures, corporate bonds, and stock coupons) shall be forbidden if, as a result of such acquisition, the purchaser becomes the holder or otherwise takes control of class D shares of stock, which represent, considering its prior holdings of shares of such class (if any), FIFTEEN PERCENT (15%) or more of the Corporation's capital stock, or TWENTY PERCENT (20%) or more of all outstanding class D shares of stock, provided further that the shares representing such TWENTY PERCENT (20%) shall represent, at the same time, less than FIFTEEN PERCENT (15%) of the capital stock.
Notwithstanding the aforesaid: (i) acquisitions by a person already holding or exercising control of shares representing more than FIFTY PERCENT (50%) of the Corporation's capital stock shall be excluded from the provisions of subsections e) and f) of this section; and (ii) any subsequent acquisitions by a person already holding or exercising the control of shares representing FIFTEEN PERCENT (15%) or more of the Corporation's capital stock, or TWENTY PERCENT (20%) or more of all outstanding Class D shares, if the shares representing such TWENTY PERCENT (20%) represent, at the same time, less than FIFTEEN PERCENT (15%) of the capital stock, where the shares then or thereafter held by the purchaser (including the shares held prior to the acquisition and those acquired by virtue thereof) do not exceed FIFTY PERCENT (50%) of the Corporation's capital stock, shall be excluded from the provisions of subsection e) paragraph (ii) and subsection f) of this section.
Acquisitions referred to in this subsection d) shall be referred to as "Takeovers".
e) Requirements: Any person willing to participate in a Takeover bid (hereinafter, the "Bidder") shall:
(i) Obtain the prior consent of extraordinary meeting of class A shareholders; and (ii) Arrange for a takeover bid aimed at acquiring all of the Corporation's shares, irrespective of their class, and all securities convertible into shares.
Any resolution adopted by the extraordinary meeting of Class A shareholders regarding the matters set forth in this subsection e) shall be final and shall entitle the parties to no claim for compensation.
f) Takeover Bids: Takeover bids shall be conducted in accordance with the procedures set forth herein and if the regulations applicable in the jurisdiction where the takeover bid takes place and the provisions of the stock exchange where the Corporation's shares and securities are listed impose further or stricter requirements than those provided for hereunder, such additional or stricter requirements shall be complied with at the stock exchange or market where they are applicable.
(i) The Bidder shall notify the Corporation in writing of the takeover bid at least fifteen business days prior to the commencement thereof. The Corporation shall be further notified of all terms and conditions of any agreement or memorandum of understanding that the Bidder might have entered into or might intend to enter into with a person holding shares of the Corporation, where execution of such agreement or memorandum of understanding would lead the Bidder to the situation described in the first paragraph of subsection d) of this Section (hereinafter, the "Prior Agreement"). Such notice shall include the following minimum information:
(A) The Bidder's identification, nationality, domicile, and telephone number;
(B) If the Bidder is a group of persons, the identification and domicile of each group member and of the managing officer of each person or entity involved in the group;
(C) The consideration offered for the shares of stock and/or securities. If the takeover bid is subject to the condition that a certain number of shares be acquired, such minimum number shall be indicated;
(D) The takeover bid scheduled expiration date, extension possibilities, and if applicable, the extension procedure to be followed;
(E) A statement by the Bidder specifying the exact dates before and after which shareholders and security holders offering shares and securities for sale under a takeover bid, shall be entitled to withdraw them, how the shares and securities thus offered for sale shall be accepted, and the way the shares and securities shall be withdrawn from sale under the takeover bid;
(F) A statement indicating that the takeover bid shall be open to all shareholders and holders of securities convertible into shares of stock;
(G) Any such additional information -including the Bidder's accounting statements- as the Corporation may reasonably request or as may be necessary to prevent the above-mentioned notice from leading to wrong conclusions or where the information submitted is incomplete or insufficient.
(ii) The Board of Directors shall, by any effective means, convene an extraordinary meeting of class A shareholders, which shall be held ten business days following receipt by the Corporation of the notice specified in paragraph (i) for the purpose of considering approval of the takeover bid. The Board of Directors shall further submit to such meeting its recommendation in that regard. If the meeting is not held or if it is held but the takeover bid is rejected, the latter shall not be performed and nor shall the Prior Agreement, if any, be executed.
(iii) At the Bidder's cost and expense and with reasonable due diligence, the Corporation shall send by mail to each shareholder or holder of securities convertible into stock a copy of the notice submitted to the Corporation in accordance with the provisions of paragraph (i). The Bidder shall make an advance payment to the Corporation furnishing the funds required for such purpose.
The Bidder shall, with reasonable due diligence, send by mail or otherwise submit to each shareholder or holder of securities convertible into stock so requiring, a copy of the notice submitted to the Corporation and shall publish a notice containing substantially the same information stated in paragraph (i), at least once a week, starting on the date on which such notice is served on the Corporation pursuant to paragraph (i) and ending upon expiration of the takeover bid. Subject to all applicable legal provisions, this information shall be published in the business section of the major newspapers of the Republic of Argentina, of the City of New York (U.S.A.), and any other city where the shares of the Corporation may be listed.
(v) The consideration for each share of stock or security convertible into stock, payable to each share or security holder shall be in the same amount and in cash and shall not be lower than the highest of the following prices for class D shares of stock or securities convertible into class D shares:
(A) the highest share or security price per share or security paid by or on behalf of the Bidder and in relation to any acquisition of class D shares of stock or of securities convertible into class D shares of stock, within the two-year period immediately preceding notice of the Takeover, as adjusted for any division of shares, stock dividend, subdivision, or reclassification affecting or relating to class D shares of stock; or
The highest closing asking price over the thirty-day period immediately preceding notice of the Takeover for a class D share of stock, as quoted at the Buenos Aires Stock Exchange and as adjusted for any division of shares, stock dividend, subdivision, or reclassification affecting or relating to class D shares of stock; or
(C) A share price equal to the market price of a class D share of stock, estimated as provided for in paragraph (B) herein and multiplied by the difference between: (a) the highest share price paid by or on his behalf of the Bidder for any class D share of stock, in any share acquisition of this class, within the two-year term immediately preceding the date of notice referred to in paragraph (i) and (b) the market price of a class D share of stock on the day immediately preceding the first day of the two-year period in which the Bidder acquired any type of interest or right in a class D share of stock. In every case the price shall be adjusted for any subsequent division of shares, stock dividend, subdivision, or reclassification affecting or relating to class D shares; or
(D) The Corporation's net income for each class D share over the last four complete fiscal quarters immediately preceding the date of notice provided for in paragraph (i) as multiplied by the higher of the following ratios: the price/income ratio for class D shares of stock (if any), over that period, or the highest price/income ratio for the Corporation, over the two-year period immediately preceding the date of notice specified in paragraph (i). Such multiples shall be estimated by applying the regular method followed by the financial community for computational and reporting purposes.
(vi) The shareholders or security holders whose shares or securities are subject to the takeover bid may withdraw them before the bid expiration date.
(vii) The takeover bid shall be open for no less than TWENTY (20) days and no more than THIRTY (30) days as from the date on which the bid is authorized by the Argentine Securities Exchange Commission (Comisión Nacional de Valores de la Argentina).
(viii) The Bidder shall acquire all shares and/or securities convertible into stock that are subject to sale under the takeover bid before the expiration date and in accordance with the regulations governing takeover bids. If the number of shares or securities is lower than the minimum number required by the Bidder as a condition for the takeover bid, the Bidder may withdraw its bid.
(ix) If the Bidder has not set a minimum number of shares or securities as a condition for the takeover bid, as stated in paragraph (i) (C) of this subsection, upon completion of this procedure, the Bidder may execute the Prior Agreement, if any, whatever the number of shares of stock and/or securities purchased under the regulations governing takeover bids. If a minimum number has been set by the Bidder, the Bidder may execute the Prior Agreement only if the minimum number required under the regulations governing takeover bids has been exceeded. The Prior Agreement shall be executed within thirty days following the closing of the takeover bid; otherwise, the procedure set forth in this section to execute the agreement shall be repeated.
In the absence of a Prior Agreement and under the above stated circumstances allowing execution of a Prior Agreement, the Bidder may freely purchase the number of shares of stock and/or securities specified in the notice submitted to the Corporation under paragraph (i) of this subsection, provided that the Bidder has not proceeded to purchase such number of shares of stock and/or securities under the takeover bid.
g) Related transactions: any merger, consolidation, or other combination having substantially the same effects (hereinafter, the "the Related Transaction") and involving the Corporation or any other person (hereinafter, the "Interested Shareholder") previously performing a Takeover, or having for the Interested Shareholder the effect of a Takeover in relation to the shareholder's class D shares of stock, shall only be performed if the consideration to be received by each shareholder in such Related Transaction is equal for all shareholders and not lower than:
(i) The highest share price paid by or on behalf of the Interested Shareholder in relation to the acquisition of:
(A) Shares of the class to be transferred by the shareholders in such Related Transaction (hereinafter, the "Class"), within the two-year period immediately preceding the first public announcement of the Related Transaction (hereinafter, the "Announcement Date"), or
(B) Shares of the Class purchased by the Interested Shareholder in any Takeover.
In both cases the price shall be adjusted for any stock division, share dividend, subdivision, or reclassification affecting or relating to the Class.
(ii) The highest closing asking price -over the thirty-day period immediately preceding the Announcement Date or the date on which the shares of the Class were purchased by the Interested Shareholder in any Takeover- for a share of the Class, as quoted at the Buenos Aires Stock Exchange and as adjusted for any division of shares, stock dividend, subdivision or reclassification affecting or related to the Class.
(iii) A share price equal to the market price of a share of the Class, as estimated in accordance with subsection (ii) hereof and multiplied by the difference between: (a) the highest share price paid by or on behalf of the Interested Shareholder for any share of the Class, in any acquisition of such class of shares within the two-year period immediately preceding the Announcement Date, and (b) the market price of a share of the Class on the day immediately preceding the first day of the two-year period in which the Interested Shareholder acquired any type of interest or right in a share of the Class. In every case the price shall be adjusted for any subsequent division of shares, stock dividend, subdivision, or reclassification affecting or relating to the Class.
(iv) The Corporation's net income for each share of the Class over the last four complete fiscal quarters immediately preceding the Announcement Date, as multiplied by the higher of the following ratios: the price / income ratio for the shares of the Class (if any), over that period, or the highest price / income ratio for the Corporation in the two-year period immediately preceding the Announcement Date. Such multiples shall be estimated by applying the regular method used by the financial community for computational and reporting purposes.
h) Failure to comply with requirements: shares of stock and securities acquired in breach of the provisions of subsections 7 c) through 7 g), both included, shall grant no right to vote or collect dividends or other distributions made by the Corporation, nor shall they be considered when determining the existence of quorum at any of the meetings of shareholders, until such shares are sold, if the purchaser has obtained direct control of YPF or until the purchaser loses control of YPF's parent company, in the case of indirect takeover.
i) Construction and interpretation: For purposes of section 7, the term "indirectly" shall include the purchaser's parent companies, the companies controlled by the purchases or those that would end under the purchaser's control upon performance of a Takeover, a Takeover Bid, or a Related Transaction or upon execution of a Prior Agreement, granting, at the same time, control of the Corporation, of the companies under the joint control of the purchaser, and of other persons acting jointly with the purchaser. The term "indirectly" shall also include share holdings through trusts, American Depositary Receipts ("ADR"), or other similar mechanisms.
The Corporation is not a party to the Optional Statutory Regime for Mandatory Share Acquisition Takeover Bids (Régimen Estatutario Optativo de Oferta Pública de Adquisición Obligatoria), as described under the provisions of section 24 of Decree No. 677/01.
Section 8 – Preemptive rights
a) General rules: the holders of each class of common or preferred stock shall be entitled to a preemptive right in the paying in of the shares of the same class in the event of issuance and in proportion to their holdings. This right shall be exercised in accordance with applicable laws and regulations. Issuance, paying in, and payment conditions regarding class C shares of stock may be more beneficial for their purchasers than those applicable to the rest of the shares; provided further that, under no circumstances, shall such conditions be more onerous. Holders of preemptive rights -whatever the class of share- may assign such preemptive right to third parties, in which case the share entitling the holder to such preemptive right shall be or become a class D share of stock.
b) Residual preemptive rights: residual preemptive rights shall be exercised within the period applicable to the exercise of preemptive rights and with respect to all classes of shares not initially paid in. For such purposes:
(i) Class A shares not paid in by the National Government in exercise of its preemptive right shall be converted into class D shares and shall be offered to the shareholders of such Class willing to exercise their residual preemptive rights with respect to non-paid in class A shares;
(ii) Class B shares not paid in by the Provinces in exercise of their original preemptive rights, due to failure to exercise such right or to an assignment thereof, shall be allocated to the Provinces having paid in class B shares and willing to exercise their residual preemptive rights. The remaining shares shall be converted into class D shares and shall be offered to class D shareholders willing to exercise their residual preemptive rights with respect to non-paid in class B shares;
(iii) Class C shares not paid in by those involved in the Shared Ownership Program in exercise of their original preemptive rights, due to failure to exercise such right or to an assignment thereof, shall be allocated to those participating in such program provided that they have paid in class C shares and stated their intention to exercise their residual preemptive rights. The remaining shares shall be converted into class D shares and shall be offered to shareholders of that class willing to exercise their residual preemptive rights with respect to non-paid in class C shares;
(iv) Class D shares not paid in exercise of the preemptive rights attached to that class of shares shall be allocated to those who have paid in such class of shares and stated their intention to exercise their residual preemptive rights;
(v) The remaining class D shares shall be allocated to shareholders of other classes willing to exercise their residual preemptive rights.
c) Limits: all preemptive and residual preemptive rights referred to in the foregoing paragraphs shall exist only where required by applicable corporate laws or where necessary to comply with all applicable provisions of Laws No. 23696 and 24145.
Section 9 – Public and private offerings.
CORPORATE BONDS, PROFIT SHARING bonds ("BONOS DE PARTICIPACIÓN"), AND OTHER SECURITIES
Section 10 – Securities that may be issued by the Corporation
a) Corporate bonds: the Corporation may issue convertible or non- convertible corporate bonds. Where the law requires that the issuance of corporate bonds be decided at the meeting of shareholders, such meeting may delegate to the Board of Directors the power to set all or some of the issuance conditions.
b) Other securities: the Corporation may issue preferential bonds ("bonos de preferencia") and other securities authorized by applicable laws. Preferential bonds shall grant their holders preemptive rights in the event of capital increases up to the amount allowed by such securities. When paying in such securities and other convertible securities, shareholders shall exercise their preemptive rights under the terms and circumstances set forth in section 8 of these Bylaws.
c) Conversion into class D shares: convertible securities issued by the Corporation shall only allow conversion into class D shares of stock. Issuance thereof shall be authorized at an extraordinary meeting of class D shareholders.
ADMINISTRATION AND MANAGEMENT
Section 11 – Board of Directors
a) Composition: the administration and management of the Corporation shall be vested in a Board of Directors composed of no less than eleven (11) and no more than twenty-one (21) regular Directors -as may be decided at the meeting of shareholders-, who shall be appointed for a term of 1 to 3 fiscal years –at the meeting of shareholders' resolution- and who may be reelected indefinitely, subject to the provisions of subsection e) hereof.
b) Alternate directors: each class of shareholders shall appoint a number of alternate Directors, which shall be equal to or lower than the number of regular Directors such shareholders are authorized to appoint. Alternate Directors shall fill the vacancies within their respective class in the order of their appointment and upon occurrence of such vacancy, whether by absence, resignation, leave, incapacity, disability, or death. Prior acceptance by the Board of the grounds for substation shall be required where substitution is temporary.
c) Appointment: Directors shall be appointed by a majority vote within each of the classes of common shares of stock, as provided for hereinbelow:
(i) Class A shareholders shall appoint a regular and an alternate Director even if there is only one class A share;
(ii) The other regular and alternate Directors (no less than six regular Directors and an equal or lower number of alternate Directors) shall be appointed by class D shareholder. Class B and C shareholders shall cast their votes together with class D shareholders at the extraordinary meeting of shareholders of such class, specially convened for appointment purposes;
(iii) At the extraordinary meeting of class D shareholders, convened for the appointment of Directors, Directors may be elected by cumulative voting in accordance with section 263 of Law No. 19550, even where such meeting is attended by class A, B, or C shareholders, as provide for hereinabove.
d) Absence of a share class: In the event of absence of a share class carrying voting rights at a meeting of such shareholders' class which is convened for appointment purposes and held on second call, the Directors to be appointed by such class shall be elected by the shareholders of the other classes voting jointly as if they belonged to a single class, except where absence occurs at a meeting of Class A, B, or C shareholders, in which case the statutory auditor –appointed by class A shareholders or jointly by classes A, B and C shareholders in accordance with the provisions of section 21, subsection b)- shall be responsible for the appointment of the regular and alternate Directors who were to be appointed by the absent share class.
e) Staggered appointment: Directors shall be appointed for the term agreed-upon at the meeting, as provided for in section 11, subsection a), except where Directors are appointed to complete the term of Directors that are being replaced.
f) Candidate nomination: at the meeting where Directors appointed by class D shareholders, any class D shareholder or group of shareholders holding more than three per cent (3%) of the capital represented by such share class may request that all shareholders of such class be provided with a list of the candidates to be proposed by such shareholder or group of shareholders. In the case of depositary banks holding shares registered under their names, these provisions shall apply to beneficiaries. The Board of Directors may also propose candidates for the appointment of Directors at the meeting of the relevant class shareholders, whose names shall be notified to all shareholders together with the list proposed by the shareholders first above-mentioned. The foregoing provisions shall not prevent shareholders attending the meeting from proposing candidates not included in the lists furnished by the Board. No proposal for the appointment of Directors shall be made prior to or during the meeting, unless written evidence of the nominated candidates is furnished to the Corporation.
g) Appointment procedure: Without prejudice to the provisions concerning cumulative voting set forth in paragraph (vi), subsection c) hereof, class D Directors shall be appointed by voting a whole list provided that no objections are raised by shareholders; otherwise, the appointment shall be made individually. The list or person, as applicable, shall be deemed to be appointed with the absolute majority vote of all class D shareholders attending the meeting. Should no list obtain a majority vote, a new voting shall be performed including only the two lists or persons receiving the higher number of votes. The list or person obtaining the higher number of votes in the second voting round shall be deemed appointed.
h) Removal: Subject to the requirements concerning applicable quorums, each shareholder class may, by a majority vote of the shareholder class attending, remove a Director if the removal has been previously included in the agenda.
Section 12 - Performance Bonds
Regular Directors shall furnish, to the order of the Corporation, a bond in the amount of at least ten thousand Pesos ($ 10,000) or an equivalent, which may consist of securities, sovereign bonds, or domestic or foreign currency deposited with financial institutions or security clearing institutions; sureties or bank guarantees; or surety bonds or third party insurance, the cost of which shall be borne by each Director. No bond shall be furnished by depositing funds in the Corporation's safe box. Where the bond is furnished through the deposit of securities, sovereign bonds, or domestic or foreign currency, the conditions applicable to such deposit shall ensure its unavailability as long as the statute of limitations relating to any claim against the Director is still pending. Alternate Directors shall only furnish the abovementioned bond when replacing a regular Director to complete the relevant term of office.
Section 13 – Vacancies
Statutory auditors may appoint Directors to fill a vacancy. such Directors shall hold office until the appointment of new Directors at the meeting of shareholders. The statutory auditor appointed by class A shareholders shall appoint one Director for class A shareholders, following the advice of class A shareholders, and the statutory auditors appointed by Class D shareholders shall appoint Directors for such class.
Section 14 – Remuneration
a) Non-executive Board members: Non-executive Board members' compensation shall be in accordance with the relevant annual resolution of the ordinary meeting of shareholders and shall be distributed on a pari passu basis among them. In the case of alternate Directors, such distribution shall be in proportion to their terms replacing regular members. The meeting of shareholders shall further authorize the amounts which may be paid on account of such compensation during the fiscal year, subject to the approval of the meeting at which such fiscal year shall be considered.
b) Executive Board members: Directors performing special assignments or executive, technical, and administrative functions shall be in line with those prevailing in the market and shall be fixed by the Board, provided further that the abovementioned Directors shall not participate in such decision. Such remuneration, together with that of the whole Board, shall be subject to the approval of the meeting of shareholders in accordance with section 261 of Law No. 19550.
c) General rule: Directors' remuneration, as set forth in the foregoing subsections a) and b), shall be within the limits set forth in section 261 of Law No. 19550, save for the case provided for in the last paragraph of such section.
Section 15 – Meetings
The Board of Directors shall meet at least once every three months, and meetings may be convened by the Chairman of the Board or the person replacing him/her such times as they may deem convenient. The Chairman of the Board or the person replacing him/her shall also convene a meeting at any of the Director's request. In this case, the meeting shall be held within five days as from receipt of the request; otherwise, the meeting may be convened by any of the Directors. The Meetings of the Board of Directors shall be convened by written notice, which shall include the agenda to be discussed thereat. Points of business not included in the agenda may be considered where urgent matters occur after the meeting has been convened.
Section 16 – Quorum and majorities
To transact business, Board members shall be present at the meeting or communicated by any means of simultaneous transmission of sound, images, or words. At the meeting, the Board shall be presided over by its Chairman or the person replacing him/her and those not physically attending the meeting may delegate the signing of the minutes to the members physically attending the meeting. The absolute majority of all Board members shall be required for the transaction of business, considering both members physically present at the meeting and those communicated by other means. The minutes shall specify which members were physically present at the meeting and which members attended the meeting by communication means. Where quorum is not reached at ordinary meetings following one hour of the time specified in the meeting notice, the Chairman of the Board or the person replacing him/her may invite such alternate Directors of the share class of those absent as may be necessary to reach the minimum quorum or may decide that the meeting be convened for another day. Notwithstanding the foregoing, where absent members do not affect quorum requirements, the Board may invite the alternate Directors of the relevant share classes to join the meeting. Resolutions shall be adopted by a majority vote of those physically present at the meeting and of those participating by communication means and such resolutions shall be registered in the Board minutes by the Statutory Committee in accordance with the appropriate procedure. The Chairman of the Board or the person replacing him/her shall, in all cases, be entitled to cast one vote and a second vote in the event of a tie. Absent Directors may authorize other Directors to vote on their behalf -provided that the quorum has been reached-, in which case no alternate Directors shall join the meeting in replacement of those granting such authorization. Minutes shall be prepared and signed within FIVE (5) business days as from the date on which the meeting was held by all present Board members and by the representative of the Statutory Committee.
Section 17 – Powers of the Board of Directors
The Board of Directors shall have full powers to organize, conduct, and manage the affairs of the Corporation, including those powers requiring the granting of special powers of attorney as provided for in Section 1881 of the Civil Code and Section 9 of Decree Law No. 5965/63. In particular, the Board of Directors may operate with all kind of banks, financial companies, or public and private credit institutions; grant or revoke special, general, judicial, administrative, or other kind of powers of attorney, with or without replacement power; institute, prosecute, answer, or waive claims or criminal actions and initiate any other proceedings or perform any other legal acts whereby the Corporation may acquire rights or undertake obligations, with no restrictions other than those arising from applicable laws, from these Bylaws, or from the decisions adopted at the meetings. The Board of Directors shall be further empowered to:
(i) Grant general and special powers of attorney -including those relating to the purposes set forth in section 1881 of the Civil Code- and those granting powers to institute criminal proceedings, and to revoke them. For the purpose of filing and answering interrogatories, acknowledging documents in court proceedings, making statements, answering charges at preliminary investigation proceedings, or testifying at administrative proceedings, the Board shall be allowed to grant powers to ensure that the Corporation be represented by a duly appointed Director, manager, or attorney-in-fact.
(ii) Purchase, sell, assign, donate, exchange, and borrow or loan for use any kind of real and personal property, business and industrial facilities, vessels, shipping equipment, and aircrafts, and rights including trademarks, patent and industrial and intellectual property rights; enter into easement agreements -either as grantor or grantee-, create mortgages, ship mortgages, pledges, or any other property right and, in general, perform such acts and enter into such agreements as the Board of Directors may deem convenient in furtherance of the corporate purposes, whether domestically or abroad, including lease agreements for the maximum term permitted by law.
(iii) Establish associations with natural or legal persons in accordance with these Bylaws and the laws in effect and enter into joint venture or business cooperation agreements.
(iv) Take such necessary steps before national or foreign authorities as may be necessary in furtherance of the corporate purpose.
(v) Approve staff appointments, appoint general or special managers, establish staff remuneration and working conditions, and perform any other staff-policy related action; decide promotions, transfers and removals; and impose such penalties as may be applicable.
(vi) Issue -domestically or abroad, in national or foreign currency- convertible or non-convertible debentures, corporate bonds, bonds backed by property, by a special or floating guarantee, or unsecured bonds in accordance with applicable statutory provisions and with the relevant meeting of shareholders' prior consent, where so required by law.
(vii) Make court or out-of-court settlements in all kinds of matters; submit disputes to arbitration proceedings; file and answer all kinds of legal and administrative claims; and act as plaintiff in competent criminal or misdemeanour courts; post bail and extend jurisdiction, either domestically or abroad; waive the right to appeal and any applicable statutes of limitation; file or answer interrogatories in court; make novations; grant debt reductions or grace periods; and, in general, perform all acts requiring special powers of attorney under applicable laws.
(viii) Perform all kinds of transactions with banks and financial institutions, including Banco de la Nación Argentina, Banco de la Provincia de Buenos Aires, and other domestic or foreign public, private, or semi-private banking and financial institutions; apply for loans and other allowances with domestic or foreign public or private banks -including those mentioned hereinabove-, international credit institutions or agencies of any other nature whatsoever, natural or legal persons.
(ix) Establish, maintain, close, restructure, or transfer corporate offices and divisions and create new regional administrations, agencies, or branches, either domestically or abroad; create and accept representations.
(x) Approve and submit the Corporation's Annual Report, Inventory, General Balance Sheet, and Income Statement to the meeting of shareholders for consideration, furnishing annual proposals regarding the allocation of profits for the relevant fiscal year.
(xi) Approve the Corporation's procurement system, which shall ensure participation of all bidders as well as the transparency and due disclosure of all bidding processes.
(xii) Create an executive committee and such other Board committees as the Board of Directors may deem necessary and convenient, determining their functions and restrictions within the powers granted hereunder; and establish all internal rules governing the procedures relating to such committees.
(xiii) Accept, where applicable, the appointment of a General Manager and an Assistant General Manager, as provided for in section 18 (c).
(xiv) Clarify all doubts and issues regarding application of these Bylaws, for which purpose the Board of Directors shall be granted full powers. Notwithstanding the aforesaid, the Board of Directors shall timely report to the meeting of shareholders.
(xv) Establish the Board's own internal procedural rules.
(xvi) Request and keep all quotations of corporate shares and other securities on both domestic and foreign stock and security markets, where necessary.
(xvii) Approve the Corporation's annual budget, expenditure and investment estimates, necessary borrowing levels, and annual action plan.
(xviii) Exercise all other powers granted herein.
The foregoing list shall be deemed to be merely illustrative, thus granting the Board of Directors full powers to manage and dispose of all corporate assets and to perform all acts necessary to achieve the corporate purposes, unless otherwise set forth in these Bylaws. Such powers may be exercised by specially appointed attorneys-in-fact, for the purposes and to the extent provided for in each particular case.
Section 18 – Chairman and Vice Chairman of the Board of Directors – General Manager – Assistant General Manager
a) Appointment: the Board of Directors shall appoint a Chairman among the members appointed by class D shareholders and may also appoint Vice Chairmen, where applicable. Any tie shall be decided by the votes of the Directors appointed by class D shareholders. The Chairman and Vice Chairmen shall hold office for two (2) fiscal years provided that such term does not exceed their respective terms of office and may be reelected indefinitely under such conditions if they are elected or reelected as Directors by class D shareholders. The Chairman of the Board of Directors shall also serve as General Manager, act as the Corporations' Chief Executive Officer, and be responsible for all executive management functions. If Chairman refuses to act as General Manager upon his/her appointment or thereafter, the Chairman shall propose a person to hold such office subject to the Board of Directors' approval. If such candidate is a Director, he/she shall have been appointed by class D shareholders. The Chairman may, at any time, resume his/her position as General Manager. It is further stated that the Chairman or the General Manager may propose two persons to the Board to serve as Assistant General Managers, subject to the Board of Directors' approval (is such candidates are Directors, they shall have been appointed by class D shareholders). The Assistant General Managers shall report directly to the General Manager and assist the General Manager in the management of all corporate affairs and other executive functions assigned or delegated by the General Manager to the Assistant General Managers, who shall replace the former in the event of absence or other temporary impediment.
One of the Assistant General Managers shall serve as General Operations Director and the other as Assistant Director to the Executive Vice Chairman, if any.
b) Vice Chairmen of the Board of Directors: the Executive Vice Chairman of the Board of Directors shall replace the Chairman of the Board in the event of resignation, death, incapacity, disability, removal, or temporary or definite absence. In these cases, save for the Chairman's temporary absence, the Board of Directors shall appoint a new Chairman within sixty days as from the date in which the vacancy occurred and in accordance with subsection a) hereof. If there is more than one Vice Chairman, the Chairman's vacancy shall be filled by the Vice Chairman who has been performing the functions of an Executive Vice President and, otherwise, by the eldest Vice Chairman of the Board.
c) A Vice Chairman appointed as General Manager or Assistant General Manager shall be called "Executive Vice Chairman". Where the Chairman of the Board of Director serves as General Manager and the Vice Chairman does not serve as Executive Vice Chairman, the latter shall only replace the former in the Chairman position.
d) Any tie concerning the General Manager's or the Assistant General Managers' appointment shall be decided through the votes of the Directors appointed by class D shareholders.
e) For purposes of the activities performed abroad and relating to international capital markets, the General Manager shall be appointed as "Chief Executive Officer" and the General Operations Director shall be appointed as "Chief Operating Officer". The General Manager and the Assistant General Managers shall be empowered to sign all contracts, commercial papers, public deeds, and other public and private documents binding and/or granting rights to the Corporation within the scope of the authority granted by the Board of Directors, without prejudice to the legal representation vested in the Chairman and the Executive Vice Chairman of the Board, as applicable, and notwithstanding the other execution-related power and delegations granted by the Board of Directors.
Section 19 – Powers of the Chairman of the Board of Directors
The Chairman or the Executive Vice Chairman of the Board, in absence of the former, shall have the following rights and duties, in addition to those set forth in section 18 herein:
(i) To exercise the legal representation of the Corporation in accordance with section 268 of Law No. 19550 and to comply with and verify compliance with all applicable laws and decrees, with these Bylaws, and with the resolutions of the meeting of shareholders, the Board of Directors, and the Executive Committee.
(ii) To convene and preside over all meetings of the Board of Directors, where they shall be entitled one vote in all discussions and to two votes in the event of ties.
(iii) To serve as General Manager, if applicable.
(iv) To execute public and private documents in the name and on behalf of the Corporation, without prejudice to the execution-related powers granted by the Board of Directors and to the authority vested, as applicable, in the General Manager and the Assistant General Manager.
(v) To implement or cause to implement all resolutions of the Board, without prejudice to the powers vested in the General Manager and the Assistant General Manager -as applicable- and provided further that the Board may decide to undertake powers of a particular nature or implementation of certain resolutions.
(vi) To preside over the meeting of shareholders.
Section 20 – Statutory Auditing Committee
a) Composition: the supervision of the Corporation shall be vested in a statutory auditing committee which shall be composed of three (3) to five (five) regular statutory auditors and three (3) to five (5) alternate statutory auditors, as determined by the meeting of shareholders.
b) Appointment: class A shareholders shall appoint one regular and one alternate statutory auditors, even if there is only one share of such class; the remaining regular and alternate statutory auditors shall be appointed by class D shareholders. Statutory auditors shall be appointed for a term of one (1) fiscal year and shall have the powers set forth in Law No.19550 and in all regulations in force. The meetings of the Statutory Auditing Committee may be convened by any of the statutory auditors. All members shall attend the meeting and resolutions shall be adopted by a majority vote. Dissident statutory auditors shall have the rights, powers, and duties set forth in Law No.19550.
c) Remuneration: The ordinary meeting of shareholders shall fix statutory auditors' remuneration within the limits provided for in applicable laws.
general MEETINGS OF SHAREHOLDERS
Section 21 – Notice of meetings
Ordinary and extraordinary meetings of shareholders shall be convened for the purpose of discussing the matters set forth in sections 234 and 235 of Law No.19550. Notice of such meetings shall be given in accordance with applicable legal provisions.
Section 22 – Publication
a) Public notices: all notices of ordinary or extraordinary meetings of shareholders shall be published in the Official Gazette, in one of Argentina's major newspapers, and in the stock and security markets' reports of the country where the Corporation's shares may be listed. Such notices shall be published during the term and with the anticipation provided for by applicable legal provisions. The Board of Directors shall order that notices be published abroad complying with the rules and practices applicable in the jurisdictions of the stock markets where such shares may be listed.
b) Other means of publication: the Board of Directors may engage companies specialized in effective communication with shareholders and may resort to other means of publication to inform shareholders about their views regarding the points of business to be considered at the relevant meeting of shareholders. All publication costs and expenses relating to such services shall be borne by the Corporation.
Section 23 – Proxies
At meetings, shareholders may be represented by proxies through the granting of a private instrument which shall bear the shareholder's signature duly certified in court or by a notary public or bank. The Chairman of the Board of Directors shall preside over the meetings of shareholders; otherwise, meetings shall be presided over by the person appointed thereat.
Section 24 – Decision-making
a) Quorum and majorities: applicable quorum and majorities shall be those provided for in sections 243 and 244 of Law No.19550, depending on the nature of the meeting, the way it is convened, and the points of business to be considered, save for the following exceptions:
(i) Extraordinary meetings held on second call shall be deemed validly held whatever the number of shares entitled to vote;
(ii) Decisions concerning the matters specified in subsection (c), section 6, shall require an affirmative vote by class A shareholders at an extraordinary meeting;
(iii) Decisions concerning the matters specified in subsection (b) below shall require a majority vote equivalent to 75% (seventy five percent) of the shares entitled to vote, both at meetings held on first and second call;
(iv) Decisions concerning the matters specified in subsection (c) below shall require a majority vote equivalent to 66% (sixty six percent) of the shares entitled to vote, both at meetings held on first and second call;
(v) Decisions modifying the rights attached to a class of shares shall require the require the approval of such share class at an extraordinary meeting;
(vi) Decisions concerning the amendment of any provision herein requiring a special majority shall require a special majority vote; and
(vii) Other cases in which these Bylaws require a voting per share class or the approval of each class of shares.
b) The decisions requiring a special majority vote as set forth in paragraph (iii) of the foregoing subsection -without prejudice to the approval of the extraordinary meeting of the class the rights of which are being modified- are the following: (i) the transfer of the Corporation's head offices to a foreign country; (ii) a substantial change in the corporate purpose whereby the activities specified in section 4 herein cease to be the Corporation's main activity; (iii) the approval to stop listing the Corporation's shares in the Buenos Aires and New York Stock Markets (iv) the splitting of the Corporation into several companies, if such splitting results in the transfer of at least 25% of the Corporation's assets to the resulting companies, even where such percentage is reached by the successive splitting of the Corporation over a one-year term.
c) The decisions requiring a special majority vote as set forth in paragraph (iv) of the foregoing subsection -without prejudice to the approval of the extraordinary meeting of the class the rights of which are being modified- shall be the following: (i) any amendment of these Bylaws resulting in (A) the modification of the percentages set forth in paragraphs 7 (c) or 7 (d); or (B) the elimination of the provisions contained in paragraphs 7(e) (ii), 7 (f) (i) (F) and 7 (f) (v) of section 7 regarding the requirement that public offerings cover 100% of the Corporation's shares and convertible securities, that such offering be payable in cash, and that the price shall be not lower than that resulting form the mechanisms provided therein; (ii) the issuance of guarantees in favour of the shareholders, except where such guarantee and guaranteed obligation is undertaken in furtherance of the corporate purpose; (iii) the complete suspension of all refining, commercialization, and distribution activities; and (iv) the amendment of the provisions concerning the composition, candidate nomination, appointment and structure of the Board of Directors.
d) Extraordinary meetings of shareholders: the extraordinary meetings of the different shareholder classes shall comply with the quorum provisions governing ordinary meetings, as applied to the total number of outstanding shares of such class. Where general quorum is reached in all attending classes, any number of class A, B, and C shares shall constitute quorum at both first and subsequent calls of the extraordinary meetings of such classes. If the National Government is the holder of all class A shares, the extraordinary meeting of such share class may be replaced by a written notice bearing the signature of the relevant public officer authorized to exercise the voting rights attached to such shares.
GENERAL BALANCE SHEET AND ITEMS
Section 25 – Fiscal year
a) Dates: the Corporation's fiscal year shall start January 1 and end December 31. The Inventory, General Balance Sheet, and Income Statement shall be prepared as at the aforementioned date, in accordance with the relevant regulations and technical accounting standards.
b) Modification: the closing date of the fiscal year may be modified by resolution of the meeting of shareholders and such resolution shall be registered with the Public Registry of Commerce and notified to the supervisory authorities.
c) Allocation of profits: net profits earned shall be allocated as follows:
(i) Five percent (5%), up to twenty percent of the Corporation's capital stock, to the Legal Reserve Fund;
(ii) To such fees as may be payable to the Board of Directors and statutory auditors, as applicable;
(iii) To the payment of fixed dividends on preferred shares of stock, if any, and to the payment of unpaid cumulative dividends, where applicable;
(iv) The remaining balance shall be allocated, either in whole or in part, to the payment of cash dividends to common shareholders; to contingency Reserve Funds; to the following fiscal year; or to such purposes as may be determined by the meeting of shareholders.
d) Dividend distribution: dividends shall be distributed in proportion to paid-up shares, within ninety (90) days as from approval thereof. Collection rights shall revert to the Corporation following three (3) years as from the date on which dividends were made available to the shareholders. The meeting of shareholders or the Board of Directors, as applicable, may authorize the distribution of dividends on a quarterly basis, provided that no applicable provision is infringed upon.
Section 26 – Applicable rules
Upon the dissolution, liquidation, or winding up of the Corporation, on any grounds whatsoever, the relevant procedures shall be followed in accordance with the provisions of Chapter I, Article XIII of Law No. 19550.
All references herein to the "date of these Bylaws" shall mean the date on which the amendment to these Bylaws, approved by Decree No. 1106/93, is registered with the Public Registry of Commerce.
Section 28 –Special provisions governing acquisitions by the National Government
(A) The provisions of subsections e) and f) of section 7 (save for those contained in paragraph B thereof) shall apply to all direct or indirect acquisitions by the National Government of shares or securities of the Corporation, by any means or instruments 1) if, upon such acquisition, the National Government becomes the owner or takes control of the shares of the Corporation, provided that the newly acquired shares and its prior holdings of any class of shares jointly represent at least 49% of the Corporation's capital stock; or 2) if the National Government acquires at least 8% of all outstanding class D shares of stock, while preserving class A shares of stock amounting at least to 5% of the Corporation's capital stock set forth in subsection (a) of section 6 of these Bylaws at the time of their registration with the Public Registry of Commerce. If class A shares represent a lower percentage than the abovestated, the provisions set forth in point 2) hereof shall not apply. In this case, the general criteria set forth in subsection d) of section 7 shall apply.
(B) The purchase offer relating to points (1) and (2), paragraph (A), above shall be limited to the total amount of class D shares of stock.
(C) Where the National Government is involved, the penalties provided for in subsection (h) of section 7 shall be limited to the loss of the National Government's voting rights, provided that the acquisition violating the provisions contained herein and in section 7 was a free acquisition or an acquisition grounded in a question of fact or of law in which the National Government did not act with the intention and purpose of acquiring shares exceeding prescribed limits; except where such acquisition results in the National Government becoming the owner or taking control of at least 49% of the Corporation's capital stock or of at least 50% of all class D shares of stock. Otherwise, the penalties provided for in subsection h) of section 7 shall be applied with no limitations or restrictions whatsoever.
(D) For purposes of this section and subsections e) and f) of section 7, the term "companies", appearing in paragraph (i) of section 7, shall mean any kind of entity or organization having a relationship with the National Government of the nature described in the abovementioned subsection. The term "securities", as used herein, shall have the scope provided for in subsection d) of section 7. The term "Takeover", appearing in section 7, shall apply to the acquisitions described in paragraph (A) of this section 28.
Section 29 – Revoked