ABSTRACT OF RELEVANT PART OF EDENOR S.A’S BOARD OF DIRECTORS´MEETING MINUTES No.380
MINUTES No. 380: In the City of Buenos Aires, on March 7, 2014, at 12:00 a.m., the undersigning Directors of EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A.(Edenor S.A.) (the “Company”), to wit Ricardo Torres, Marcelo Mindlin, Gustavo Mariani, Edgardo Volosin, Pablo Díaz, Eduardo Llanos, Maximiliano Fernández, Victoria Von Storch, Eduardo Setti and Eduardo Endeiza held a meeting at the corporate head office.Mr. José Daniel Abelovich, Mr. Jorge Pardo and Mr. Damián Burgio attended the meeting, representing the Supervisory Committee. Furthermore, Mr. Jaime Barba, in charge of the Board's Secretary and in his capacity as the Company’s Legal Affairs Director attended the meeting and Mr. Leandro Montero, Director of Finance and Control of the Company, attended the meeting as advisor. The meeting was chaired by the Chairman, Ricardo Torres, who after verifying quorum, declared the meeting duly held and submitted to the consideration of the attending DirectorsFIRST ITEMof the Agenda duly informed: (…)
Thereafter, theTHIRD ITEM of the Agenda was submitted to consideration: 3) Consideration of the Annual Report, General Balance Sheet, Statement of Income, Statement of Changes in Shareholders’ Equity, Statement of Cash Flows, Supplemental Documents, Informative Report, Information required under section 68 of the Regulations of the Buenos Aires Stock Exchange, Reports of the Certifying Accountant and the Supervisory Committee and allocation of profits, for the fiscal year ended December 31, 2013. The Chairman informed that the Meeting should consider the financial statements and other documents for the fiscal year ended December 31, 2013, and stated all attendees were aware of all such documents as they were handed over to them in advance to the Meeting. He further informed that the Company’s Audit Committee had prepared its annual report and timely submitted the working plan for the current year. Such report briefly informed on the actions taken by the Audit Committee in relation to its duties, tasks and results, all evidenced in the Audit Committee’s Report for the fiscal year ended December 31, 2013 and approved by the Audit Committee on the date hereof, generally concluding that the Audit Committee was not aware of any relevant remark it should make in relation to the matters under its scope of action, neither did it have any remarks to make in relation to the accounting documents to be approved by the Board of Directors at that meeting. Thereafter, the Chairman moved all Directors to consider the Annual Report, the Inventory, Consolidated and Basic Financial Statements, Notes thereto, and Informative Review of Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR), for the fiscal year ended December 31, 2013. (…) The Chairman stated that, based on the foregoing and as documents were timely distributed and analysed, in his opinion the documents submitted to the Board of Directors’ consideration under this item should be approved. Thereafter, following a discussion, the Board of Directors, with unanimous eligible votes and withDirectors Von Storch’s, Setti’s and Endeiza’s voteabstention, RESOLVED TO: (i) Consider all issues informed and approve the accounting documents submitted to its consideration under this item of the Agenda, but not to authorize its transcription to those minutes as it was already transcribed to the Inventory and Balance Sheet Book, except for the Annual Report and its Schedule I (Corporate Governance Report, CNV GG 606). Thereafter, the Annual Report and its Schedule I (Corporate Governance Report, CNV GR 606/12) were transcribed:2013 ANNUAL REPORT (…). (ii) In accordance with the resolutions above, it was unanimously RESOLVED to authorize either the Chairman or Vice-Chairman to sign, on behalf of the Company, the Annual Report, Financial Statements and other related documents previously approved as well as to make any filings and perform any acts as may be required by the relevant authorities.(…)
There being no further issues to transact, the meeting was adjourned at 01:15 pm, after the Meeting’s Minutes were read and approved by attending and undersigning Directors and Syndics.-
Ricardo Torres | Marcelo Mindlin | Edgardo Volosín |
Gustavo Mariani | Pablo Díaz | Maximiliano Fernández |
Eduardo Llanos | Victoria Von Storch | Eduardo Setti |
Eduardo Endeiza | Daniel Abelovich | Jorge Pardo |
Damián Burgio | ||
| ||
Ricardo A. Torres Board of Directors’ Chairman |
Empresa Distribuidora y Comercializadora Norte S.A. | ||
By: | /s/ Leandro Montero | |
Leandro Montero | ||
Chief Financial Officer |