Rules to be followed by officers of the Public Registry of Commerce when attending shareholders’ meetings

On August 14, 2006, the Public Registry of Commerce of the City of Buenos Aires (“PRC”) enacted General Resolution No 7/2006, establishing the rules to be followed by officers of the PRC when attending shareholders’ meetings (the “Rules”), which are included as Annex XVI of Resolution IGJ No 7/2005.

The Rules provide the general guidelines that these officers must follow when attending shareholders’ meetings, in order to verify compliance with the provisions of the applicable general rules, regulations and by-laws. They specifically refer to:

(i)           verification that the Notices of the shareholders’ meeting have been duly issued in respect of both time and content;

(ii)           analysis of the wording of the agenda to be considered, verifying that it is sufficiently clear and precise. Examples of imprecise wording are “several matters”, “matters of interest”, “latest news”, among others;

(iii)          verification that the shareholders, their representatives and/or their attorneys-in-fact, have sufficient authority to attend the shareholders’ meeting, the calculation of the deadlines for receipt of notices to attend shareholders’ meetings, and the manner in which the Register of Shareholders and Meeting Attendance Book must be completed;

(iv)         requirements for allowing the attendance at the meeting of third parties not contemplated in the Argentine Companies Law, such as, Notaries Public, advisors or consultants, accountants certifying the financial statements, issuers of the auditors’ reports, translators, interpreters, creditors, potential investors, workers’ representatives and/or consumers;

(v)          presidency of the shareholders’ meeting, including its duties and powers;

(vi)         determination, computation, lack, and loss of quorum;

(vii)         manner and computation of the necessary majorities for the adoption of resolutions by the shareholders’ meeting;

(viii)        wording, content and signatures of the shareholders’ meeting minutes, which shall be signed by the officer of the PRC.

The Rules provide that the officers of the PRC are solely “inspectors”, and their report is non-binding. Consequently, if according to the officer of the PRC, during a shareholders’ meeting, and in situations not foreseen in the law or applicable regulations, different criteria from those provided in the Rules are followed, it must not be understood that in the future the resolutions adopted in that shareholders’ meeting will be considered void or irregular, or that their registration in the PRC will be denied. On the contrary, such matters will be considered and resolved at the appropriate time.

The officers of the PRC will apply the Rules to any shareholders’ meeting in which they assist on or after December 1, 2006.