ABSTRACT OF RELEVANT PART OF EDENOR S.A’S BOARD OF DIRECTORS´ MEETING MINUTES No. 398
MINUTES No. 398: In the City of Buenos Aires, on August 7, 2015, at 10:30 am, the undersigning Directors of EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A.(Edenor S.A.) (the “Company”), to wit: Ricardo Torres, Pablo Díaz, Eduardo Llanos, Maximiliano Fernández, Juan Cuattromo, Eduardo Setti, Eduardo Endeiza and Santiago Durán Cassiet held a meeting at Av. del Libertador 6363. Mr. José Daniel Abelovich, Mr. Damián Burgio and Mr. Walter Pardi attended the meeting, representing the Supervisory Committee. Furthermore, Mr. Gerardo Paz also attended the meeting, acting solely for this act as regular director in place of an absent regular director and joined the discussion at the Meeting; Mr. Leandro Montero, Director of Finance and Control of the Company and Mr. Andrés Suárez, partner in PwC, in his capacity as independent auditor of the Company, also attended the meeting. The Meeting was chaired by the Chairman, Mr. 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, theTHIRDITEM of the Agenda was submitted to consideration:3°)Consideration of the interim Financial Statements as of June 30, 2015.The Chairman informed that the Meeting should consider the Financial Statements and other documents for the six-month period ended June 30, 2015, and stated all attendees were aware of all such documents as they were previously handed over to them with the call to the Meeting. Accordingly, the Chairman moved to avoid reading those documents, which motion was unanimously approved. Thereafter, the Chairman moved all Directors to consider the Interim Condensed Financial Statements as of June 30, 2015, and for the six-month period ended June 30, 2015, including General Balance Sheet, Statement of Comprehensive 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 and reports of the Certifying Accountant and the Supervisory Committee, all for the period ended June 30, 2015. The Chairman moved all attendees to approve all documents submitted for consideration.After discussing and voting on the motion, the Board of Directors, with unanimous eligible votes and with Directors Endeiza`s, Setti`s, Cuattromo`s and Durán Cassiet’s vote abstentions as they did not share certain concepts contained in the report, RESOLVED TO: (i)Approve all documents submitted for consideration in that Item of the Agenda; (ii) Take note of the reports attached to the Financial Statements approved; and (iii) Authorize either the Chairman or Vice-Chairman to sign the Financial Statements for the period ended June 30, 2015. Thereafter, theFOURTHITEM of the Agenda was submitted to consideration: […] There being no further issues to transact, the meeting was adjourned at 11:30 am by the Chairman.-
Undersigning Directors: Ricardo Torres, Pablo Díaz, Eduardo Llanos, Maximiliano Fernández, Juan Cuattromo, Eduardo Endeiza, Eduardo Setti, Santiago Durán Cassiet, Gerardo Paz, José Daniel Abelovich, Damián Burgio and Walter Pardi.
Ricardo Torres
EDENOR S.A.
Chairman
Empresa Distribuidora y Comercializadora Norte S.A. | ||
By: | /s/ Leandro Montero | |
Leandro Montero | ||
Chief Financial Officer |