Additional Information Required from Foreign Companies

On 17 April 2012, the Argentine Securities and Exchange Commission (the “Comisión Nacional de Valores” or “CNV”) introduced new information requirements that foreign companies must comply with. These requirements relate to the identity of shareholders of registered companies who have publicly offered their shares, and to the information to be supplied related to securities issued by foreign companies.

The resolution introduced, among others, the following modifications:

1) Identification of foreign shareholders who own a stake of more than 5% of the capital:

The amendment to Article 6 of Chapter VI on Public Offering provides that the issuer must inform names and addresses of shareholders or stakeholders possessing more than 5 % of the social capital in descending order according to the percentage of participation and detailing, if applicable, the corporate structure, or equivalent organization, and nationality. In the event the stock was owned by another legal entity, the information should also identify the owner and/or beneficial owner of such entity.

Shareholders currently constituted or registered abroad must submit the following information: (i) corporate documentation for legal persons who are shareholders (bylaws and amendments), (ii) a list of members of board of directors and supervising committee, (iii) the composition of capital stock and/or equity ownership stake indicating final ownership, (iv) an affidavit stating that the foreign company is not subject to prohibitions or legal restrictions to carry out, in its country of origin, all of its activities or the most important of them, that the foreign company possess the legal capacity to file judicial actions and legal acts and that the foreign company owns assets in the place of incorporation and that it owns non-current assets in other companies, and (v) approved financial statements of the last three years.

2) Additional information requirements for publicly offered foreign securities:

Foreign securities may be publicly offered in Argentina. This may be done in two ways: (i) offering the foreign security directly, or (ii) offering CEDEARs or CEVAs that represent the foreign security (similar to the American Depositary Receipts, ADRs, in the USA).

The amendments to Chapter VII related to Foreign Issuers, CEDEARs and CEVA, provide that securities of issuers incorporated and/or registered abroad may be publicly offered provided they certify that: (i) they are not subject to prohibitions or legal restrictions to carry out business within the territory of their country of origin (in other words, that they are not “off shore” entities), (ii) they have one or more branches or permanent representation in the country and abroad, (iii) they own non-current assets in other companies and assets in the place of incorporation.

In order to evidence item (i) the foreign company must provide (a) the by-laws and their subsequent amendments, if any, (b) a certified copy of the content of the laws that apply to corporations in the country of incorporation, and (c) a professional legal opinion signed by counsel of the country of incorporation and / or registration stating that the foreign company is not subject to any legal restriction. Point (ii) must be evidenced by a certificate of good standing issued by the authority of the place of incorporation and/or registration. Point (iii) must be evidenced with the company's financial statements for the last fiscal year closed, duly approved by the relevant corporate authorities.

3) Additional requirements to be included by the foreign issuers in their Prospectus:

The amendments to Chapter VIII Annex I - Prospectus provide that the prospectus shall (i) specify in detail the composition of the capital ownership stake identifying the final beneficial owner of the shares -the reporting obligation is extended with respect to funds managed by third parties- and in all cases the information included in the prospectus should be sufficient to identify all the parties involved in the legal entity; and (ii) inform the place of incorporation of the holder of the company’s shares, specifying that the shareholder is not subject to prohibitions or legal restrictions to carry out, in their country of origin, all of their activities, and transcribing all corporate and securities regulations that apply to such shareholder.

4) Additional requirements in the Reporting Regime:

The following additional information needs to be reported on a quarterly basis: (a) in the case of foreign issuers, the variations that may have occurred during such quarter, and (b) for Argentine issuers, the variations of their holdings by foreign entities. (Chapter XXIII – Information Regime).

5) Effectiveness

All national and foreign companies registered to publicly offer securities in Argentina are required to comply with the new regulations, as applicable, prior to August 1, 2012.