Foreign entities: compliance with the annual filings with the Public Registry of Commerce

On October19, 2005 the “Inspección General de Justicia” (“IGJ”), the office in charge of the Public Registry of Commerce of Buenos Aires, issued Resolution No 9/2005 which extends the terms of section 8 of Resolution No 7/2003 (please refer to “Additional requirements to register foreign entities - Resolution No 7/2003” in Marval News # 21 of September 30, 2003) and restricts the participation and exercise of the foreign company’s political rights which did not comply with sections 3 and 4 of Resolution No 7/2003.

Resolution No 9/2005 was published in the Official Gazette on October 20, 2005, and is effective since that day; and it is applicable for all the shareholders’ meetings or quota holders’ meetings taking place from this day on.

According to Resolution No 9/2005 –besides the cases included by section 8 of Resolution No 7/2003 – the IGJ shall not register and will consider as irregular or ineffective to the administrative effects, the decisions adopted in the shareholders’ meetings or quota holders’ meetings whereby foreign entities have been participating, exercising their voting rights with the following characteristics:

    a) up to the date of the aforementioned shareholders’ meetings or quota holders’ meetings all those that have not properly submitted filings required by sections 3 and 4 of Resolution No 7/2003; or

    b)they have been registered with the IGJ as special purpose vehicles under Resolution No 22/2004 (please refer to “Registration of Special Purpose Vehicles facilitated - PRC Resolution No 22/2004” in Marval News # 32 of September 30, 2004) or subsequently qualified as a vehicle and its parent company/companies, up to the date of the aforementioned shareholders’ meetings or quota holders’ meetings, have not submitted the requirements of sections 3 and 4 of Resolution No 7/2003.

The IGJ will act this way as long as the foreign company’s votes, alone or with other participants, have been definitive to the constitution of such decisions.

If a foreign entity takes part in a shareholders’ meeting or quota holders’ meeting failing the fulfilling requirements of sections 3 and 4 of Resolution No 7/2003, the members of the company’s Board of directors or managers in which the foreign entity takes part could be punished with warnings and fines of up to Argentine pesos 6,801.47, regardless of the percentage of its participation.