Trust securities or negotiable obligations with provisory conditions of issuance

On March 12, 2009, the Mercado de Valores de Buenos Aires S.A. (the “Securities Market”) issued Circular No 3,530 (the “Regulation”) pursuant to which stock brokers are now authorized to trade provisory trust securities and negotiable obligations (obligaciones negociables) (the “Securities”) not yet admitted for public offering, and underwritten prior to their public offering, whether listed or not. The Regulation was published in the Argentine Official Gazette on March 18, 2009.

The Regulation purports to become effective on April 1, 2009. Notwithstanding, it is important to highlight that, in order to become effective, any regulation issued by the Securities Market must be approved by the Argentine Securities and Exchange Commission (Comisión Nacional de Valores, the “CNV”). On March 31, 2009, the Securities Market suspended the effectiveness of the Regulation in order to extend the period for its study by the CNV.

The Regulation is the first regulation relating to this kind of transactions with Securities, introducing a new set of rules for their issuance. Basically, it creates a market for the provisory securities allowing the purchase of such securities prior to their effective issuance (grey market). Grey market regulations regarding equity securities already exist; allowing the trading of equity to take place after its price is determined but before their effective issuance.

The Regulation also set forth, inter alia, the requirements to be complied in order to trade the Securities, namely:

(i) The public offer filing before the CNV must take place prior to their trading.

(ii) The acquirer of the Securities must be a Qualified Investor (as defined by CNV Regulations).

(iii) The acquisition of the Securities must be in accordance with the underwriting agreement entered into among the stock broker, the trustee and the settlor. In case the public offer is denied by the CNV or the authorization for listing is denied by the stock market, the acquirer will have to assume the risk and, consequently, will have to keep the Securities without having a public market to trade them.

(iv) After 120 days without obtaining the public offering approval by the CNV, the acquirers may require from the settlor and the trustee, jointly and severally, to reimburse their investment (including accrued interest); such obligation to be included in the relevant trust agreement. The stock broker will act as a guarantor of the authenticity and the veracity of the issuance. Such obligations must be stated in the corresponding ticket.

Additionally, the Regulation requires that in order to trade the Securities stock brokers must inform to the General Manager’s office of the Securities Market (the “Office”) the transactions previously mentioned, complying with the following provisions:

a) Firstly, stock brokers shall send a written communication to the Office, detailing the transaction in precise terms (type of transaction, settlement and liquidation date, amount, type of securities involved, etc.), and stating in such communication that the transaction is made on behalf of their clients and under his sole responsibility. Stock brokers will be responsible for any tax liquidation and payment arising from any of these transactions.

b) Within 2 business days after the notification of the transaction, stock brokers shall supply the Office with evidence of:

(i) the actual issuance of the Securities;

(ii) that such Securities are payment obligations enforceable against the issuer; and

(iii) the registered document evidencing the Securities.

c) Stock brokers offices shall have, at all moment, elements that evidence the total amount of Securities held on behalf of their clients and the custody of every type of Security held on behalf of their clients, and the location were such Securities are deposited.

d) Stock brokers shall keep all documents relating to the transaction and its custody, whether issued by customers, trustees, settlors, underwriters, issuers, in addition to the copies of every filing made before the CNV.

The settlement of the transactions previously described will be subject to the disciplinary power of the Securities Market. Therefore, such entity will be entitled to request, at any moment, to the stock broker any of the information previously described, as well as any additional information issued or certified by certifying professionals.