Control of Shareholders’ Meetings | General Resolution CNV No. 590/2011

Effective as from September 30, the Argentine Securities Commission (the “CNV” or “Comisión Nacional de Valores”) made amendments to the CNV’s Regulations (Consolidated Text 2001, as supplemented), which purport to control the regularity of shareholders’ meetings before and after they are held.

The new regulation wholly replaced section 4 of Chapter II regarding Shareholders’ Meetings and By-Law Amendments, and section 11 of Chapter XXVI referred to the online information system (the “AIF” or “Autopista de la Información Financiera”).

According to section 4, immediately after the Board of Directors’ meeting is held, the entities shall inform the decision of calling a shareholders’ meeting through a note submitted with the AIF; and within 2 business days send the corresponding minute. In addition, they shall submit the call notice published in the Official Gazette simultaneously to its first publication, and within 2 business days as from the last publication evidence of all the publications (except in the event of unanimous shareholders’ meetings, which do not require to be called through a public means).

Once the shareholders’ meeting is held, the entities will have to send, on the following day, a summary of what had been decided therein, together with a list of the appointed board and supervisory committee members, and the external auditor. Moreover, within 5 business days as from the shareholders’ meeting, a paper backup copy of the meeting minute and attendance registry record shall be submitted.

In the event that the shareholders’ meeting is not held (e.g. absence of quorum) or decides to go to recess, said event will also have to be immediately communicated through the AIF as an important fact.

Due to these changes, section 11 was adjusted by adding the “calling minute” and a “summary of the shareholders’ meeting” among the information to be sent by the issuers, using the computer means provided by the AIF.

Lastly, it is worth clarifying that the text that replaces the former section 11, deletes paragraphs i), j), k) and l), which referred to information that shall be submitted by Stock Exchanges, Central Securities Depositary and Set-off and Liquidation Entities. However, the omission of including said paragraphs in the new section was no more than an unintentional mistake which was later on rectified by General Resolution CNV No. 591/2011.

The amendments introduced by General Resolution CNV No. 591/2011 shorten the terms to be complied with to fulfill the information obligations, and seek to strengthen control over the shareholders’ meetings of the entities regulated by the CNV.