ABSTRACT OF EDENOR S.A’S BOARD OF DIRECTORS´ MEETING MINUTES No. 395
MINUTES No. 395: In the City of Buenos Aires, on March 16, 2015, 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, Edgardo Volosin, Pablo Díaz, Eduardo Llanos, Maximiliano Fernández, Eduardo Setti, Eduardo Endeiza and Santiago Durán Cassiet held a meeting at the head office at Av. del Libertador 6363. Mr. Jorge Pardo attended the meeting, representing the Supervisory Committee. Director Mariano Batistella also attended the meeting and joined the discussion and Mr. Leandro Montero, Director of Finance and Control of the Company, also attended the meeting. 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 DirectorsFIRSTITEMof the Agenda duly informed: […]Thereafter, theSECOND ITEM of the Agenda was submitted to consideration: Call to General Ordinary and Extraordinary Shareholders’ Meeting to consider: (a) items under section 234, Law 19.550 in relation to the fiscal year ended December 31, 2014; b) Company’s satisfaction of the requirements under section 206, Law 19.550; c) Amendment to section 5 of the By-laws. Approval of the relevant Agenda. Board of Directors’ proposal. The Chairman explained the need to call a General Ordinary Shareholders’ Meeting to consider items under section 234, Argentine Companies’ Law No. 19.550, as amended, in relation to the fiscal year ended December 31, 2014, and a General Extraordinary Shareholders’ Meeting to consider the Company’s satisfaction of the requirements set forth in Section 206, Companies’ Law 19.550 and other meeting-related issues. After brief discussion, the Board unanimouslyRESOLVED TO: (i)call aGeneral Ordinary and Extraordinary Shareholders’ Meeting to be held on April 28, 2015 at 11:00 am on first call and at 12:00 am on second call, in the case of the Ordinary Shareholders’ Meeting; (ii) delegate upon the Board of Directors’ Secretary any proceedings required to publish it in the Official Gazette and in a widely circulated newspaper, as well as any other required communication; and (iii) approve the call as follows:
EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A.
(EDENOR S.A.)
CALL
GENERAL ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Class A, B and C shareholders of EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (Edenor S.A.) (the “Company”) are called to the General Ordinary and Extraordinary Shareholders’ Meeting to be held on April 28, 2015 at 11:00 am. on first call and at 12:00 am on second call, at Avenida del Libertador 6363, ground floor (SUM), City of Buenos Aires, in order to consider the following Agenda:1°) Appointment of two shareholders to approve and sign the minutes; 2°) Consideration of accounting documents as provided for in Section 234, Companies’ Law 19.550 for the 23rd fiscal year ended December 31, 2014, consisting in: the Board of Directors’ Annual Report and its Schedule, Corporate Governance Report; Company’s Financial Statements including General Balance Sheet, Statement of Income, Statement of Changes in Shareholders’ Equity, Statement of Cash Flows, and Notes to the Financial Statements, Informative Report and Additional Information as required by the Rules of the Argentine Securities and Exchange Commission and under section 68 of the Regulations of the Buenos Aires Stock Exchange, Reports of the Certifying Accountant and the Supervisory Committee.3°)Allocation of profits for the fiscal year ended December 31, 2014.4°) Consideration of the Board of Directors’ performance during the fiscal year ended December 31, 2014.5°)Consideration of the Supervisory Committee’s performance during the fiscal year ended December 31, 2014.6°)Consideration of compensation payable to members of the Board of Directors (AR$2,622,452) for the fiscal year ended December 31, 2014, which recorded a loss accountable for under the Rules of the Argentine Securities and Exchange Commission.7°) Consideration of compensation payable to members of the Supervisory Committee (AR$325,000) for the fiscal year ended December 31, 2014, which recorded a loss accountable for under the Rules of the Argentine Securities and Exchange Commission.8°)Appointment of twelve (12) regular directors and twelve (12) alternate directors; seven (7) regular directors and seven (7) alternate directors holding Class A shares, five (5) regular directors and five (5) alternate directors holding Classes B and C shares, jointly.9°)Appointment of three (3) regular members and three (3) alternate members of the Supervisory Committee, two (2) regular members and two (2) alternate members holding Class A shares and one (1) regular member and one (1) alternate member holding Classes B and C shares, jointly.10°) Decision regarding the Certifying Accountant’s fees for the fiscal year ended December 31, 2014.11°) Appointment of a Certified National Accountant who shall certify the Financial Statements of the fiscal year commenced on January 1, 2015. Determination of fees payable.12°) Consideration of the budget of the Audit Committee for 2015 fiscal year.13°) Consideration of the budget of the Board of Directors' Executive Board for 2015 fiscal year.14°) Consideration of the mandatory capital reduction under section 206, Companies’ Law 19.550. Reduction in face value of shares (this item shall be considered and resolved by the Extraordinary Shareholders’ Meeting).15°)Amendment tosection5 of the By-laws, subject to approval by Ente Nacional Regulador de la Electricidad (ENRE) (this item shall be considered andresolved by the Extraordinary Shareholders’ Meeting).16°) Granting of authorizations to carry out any proceedings and filings required to obtain relevant registrations.-
NOTE 1: All Shareholders shall be reminded that Caja de Valores S.A., domiciled at 25 de Mayo 362 (C1002ABH), City of Buenos Aires, keeps records of the Company's book-entry shares. In order to attend the Meeting, they shall obtain proof of the book-entry shares account, such proof being issued for that purpose by Caja de Valores S.A. Moreover, they shall submit such proof for its registration in the Meeting Attendance Registry kept at Floor 12 (Management of Legal Affairs) at the corporate office located at Avda. del Libertador 6363, City of Buenos Aires, by and including April 22, from 10:00 AM to 01:00 PM and from 02:00 PM to 05:00 PM, when they may further request delivery of documents mentioned in Item 2 of the Agenda of the previously called Shareholders’ Meeting.
NOTE 2: In accordance with the provisions of General Resolution No. 465/2004 of the Argentine Securities and Exchange Commission, at the time of the registration to attend the Meeting, the following information of the shareholder shall be provided: full name in the case of individuals or corporate name in the case of legal entities, type and number of Identity Document in the case of individuals or incorporation registration data in the case of legal entities with express identification of the Registry where legal entity is registered and its jurisdiction; domicile -specifying its type. Same information shall be provided by the attendee in his/her capacity as the shareholder’s representative.
NOTE 3:Shareholdersshall appear at least 15 minutes in advance to the time scheduled for the Meeting, to furnish the relevant powers of attorney and to sign the Meeting Attendance Registry.
NOTE 4: Items 14 and 15 of the Agenda shall be considered and resolved by the Extraordinary Shareholders’ Meeting. All other items shall be considered and resolved by the Ordinary Shareholders’ Meeting.-
[…]There being no further issues to transact, the meeting was adjourned at 01:00 pm by the Chairman.
Undersigning attendees:Ricardo Torres, Edgardo Volosín, Pablo Díaz, Eduardo Llanos, Maximiliano Fernández, Eduardo Setti, Eduardo Endeiza, Santiago Durán Cassiet, Mariano Batistella and Jorge Pardo.
Carlos D. Ariosa
Attorney-in-fact
Edenor S.A.
Empresa Distribuidora y Comercializadora Norte S.A. | ||
By: | /s/ Leandro Montero | |
Leandro Montero | ||
Chief Financial Officer |