Exhibit 1.1
PETROBRAS ENERGIA PARTICIPACIONES S.A.'s
BYLAWS
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TITLE ONE
CORPORATE NAME, DOMICILE, TERM OF DURATION AND PURPOSE
SECTION 1: The Company shall continue doing business under the name PETROBRAS
ENERGIA PARTICIPACIONES S.A., successively organized under the corporate names
"PC HOLDINGS S.A." and "Perez Companc S.A.", and originally registered with the
Public Registry of Commerce of the Federal Capital on January 6, 1999. The
registered office of the Company is established in the Autonomous City of Buenos
Aires, Capital City of the Argentine Republic. The Company may set up Branches,
Agencies or any other kind of representative offices within the country or
abroad by resolution of the Board of Directors.
SECTION 2: The term of duration of the Company is ninety-nine years from
registration thereof with the Public Registry of Commerce, which term may be
extended by resolution of a Shareholders' Meeting.
SECTION 3: The purpose of the Company is to do business as an investment
company, either on its own account, or on account of or in association with
third parties, investing money in its own securities transactions and/or making
capital contributions to firms or business and industrial companies either
existing at present or to be organized in the future, in order to agree on any
present or future business, acquire and sell shares, bonds and debentures, act
as guarantor, provide sureties, guarantees and bonds in favor of third parties,
and make financial transactions granting loans and payment facilities whether or
not secured by a real estate security interest, expressly excluding those
activities prohibited under the Financial Entities Law. To such effect, the
company has full legal capacity to acquire rights, incur obligations and perform
any and all acts not prohibited by the laws or these By-laws.
TITLE TWO
CORPORATE CAPITAL, SHARES, DEBENTURES AND NOTES
SECTION 4: The capital stock of the Company is six hundred twenty-seven million
eight hundred forty-five thousand three hundred and ninety-nine Pesos
(P$627,845,399) represented by 627,845,399 common, book-entry, Class "A" shares
of a nominal value of one Peso (P$1) each, entitled to five (5) votes per share.
In the event the Company is admitted to the public offering regime, changes in
capital stock will be reflected in the Company's balance sheets in accordance
with the increases recorded with the Public Registry of Commerce, it being
provided that the transcription of the pertinent amount may be omitted in these
By-laws. In such event, the capital stock may be increased by resolution of a
Regular Shareholders' Meeting without any limitation whatsoever or the need
to amend these By-laws.
SECTION 5: Shares may be: a) Common: of several classes entitled to one (1) up
to five (5) votes per share, it being provided that common, class "A" shares to
be issued shall be entitled to five (5) votes each, while common, class "B"
shares to be issued shall be entitled to one (1) vote each; or b) Preferred:
with or without voting rights, which may be issued with a preferential right to
dividends, cumulative or not, and/or entitled to an additional share in net and
earned profits, and may be entitled or not to a preferential right in capital
reimbursement in the case of liquidation of the Company. As to preferred stock
issued without any voting right per share, voting rights may be exercised as
provided under Section 217, Law 19,550. It is provided that a default in payment
of the
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preferred dividend will only be deemed to have occurred in the event that, there
being distributable profits, such profits are not distributed. Likewise,
preferred shares may be redeemable, fully or partially, under the provisions of
Law 19,550 and pursuant to the terms and conditions stated at the time of issue.
All shares to be issued may be registered, endorsable or non-endorsable, or in
book-entry form, according to applicable law.
SECTION 6: Class "A" shares may be exchanged at any time for Class "B" shares on
a one-for-one basis, at the request of any holder of Class "A" shares, which
request shall be addressed to the Board of Directors, pursuant to the provisions
hereunder; and no approval by a Shareholders' Meeting shall be required
unless such exchange is requested prior to the date on which the Company is
authorized to make a public offering of its shares, in which event the relevant
meeting shall be held and the relevant by-laws amendment shall be made in order
to reflect Class "A" and Class "B" shares representing the capital stock as a
result of such exchange. To that effect, the following procedure shall apply:
(a) such holder shall send a notice to the Board of Directors including his/her
full name, identity document number, principal place of business and registered
domicile, number of Class "A" shares for the time being held by him/her, number
of shares he/she wishes to exchange and any remaining Class "A" shares to be
held by him/her upon consummation of the transaction, and such notice shall bear
the signature of the holder certified by a notary public or bank. Such request
shall constitute an irrevocable instruction for the Board of Directors to follow
the procedure set forth under this Section until shares are exchanged, which
exchange will be final; (b) In the event such request is submitted after a
notice for a Shareholders' Meeting has been published, the same shall be
dealt with subsequently to such meeting; (c) the Board of Directors shall meet
within three (3) business days after receipt of such exchange request and shall
issue a resolution thereon; and in the event the capital stock has been admitted
for listing on any stock exchanges or securities markets, it shall give notice
of such exchange to the "Comision Nacional de Valores" (National Securities
Commission), "Bolsa de Comercio de Buenos Aires" (Buenos Aires Stock Exchange)
and any other relevant securities markets, requesting the pertinent
authorization for public offering and listing, respectively; (d) The Board of
Directors shall proceed to update the Register of Shares, in the event such
register is kept by the Company, or shall give notice to that effect to the bank
or securities depository entity in charge of registration. In the event such
exchange is requested prior to the date on which the Company is authorized to
make a public offering of its shares, the relevant meeting shall be held and the
By-laws amendment shall be made before the exchange and recorded in the
Company's Register of Shares. Such meeting shall be convened by the Board of
Directors within three (3) business days after receipt of such exchange request.
SECTION 7: In the event any registered shares are issued, shares and
certificates to be issued shall include references to Section 211, Law 19,550.
Share certificates representing more than one (1) share may be issued. Such
certificates shall bear the signature of the Chairman and/or a Director and a
Member of the Statutory Audit Committee. In the event any book-entry shares are
issued, such shares shall be entered in accounts maintained on behalf of the
holders thereof in the Company's Register of Shares kept by the Company or
authorized commercial banks, investment banks or securities depository entities,
as the Board of Directors may determine. In the event of default in payment of
any subscribed shares, the Board of Directors is hereby authorized to proceed in
any manner provided for under Section 193, Law 19,550.
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SECTION 8: The Company may issue within the country or abroad and in any
currencies to be provided, bonds, debentures and notes, whether secured or not
by a special or floating security interest in property, convertible or
non-convertible, subject to the provisions in force. The resolution regarding
the issue shall include the amount and conditions of issue, guarantees to be
granted, term and conditions of payment and other circumstances related to the
issuance agreement. The securities shall be issued and subscribed as provided by
the applicable rules.
TITLE THREE
MANAGEMENT AND REPRESENTATION
SECTION 9: The Company shall be managed by a Board of Directors made up by such
number of Directors as determined by the Meeting, which number shall be at least
six (6) and not more than nineteen (19) members. Directors shall hold office for
two (2) fiscal years and half the Board of Directors shall be renewed each year.
For the purposes of applying this new system to the Board of Directors, the
Board of Directors holding office as of October 23, 1999 shall be deemed to be
the first Board of Directors to which this system shall apply and consequently
shall be deemed a transitional Board between the existing system and the new one
provided for hereunder. The first half of such first Board of Directors shall be
renewed upon holding of the Meeting at which Directors for fiscal year
commencing January 1, 2001 are appointed. The second half of such first Board of
Directors shall be renewed in the following year, that is, upon holding of the
Meeting at which Directors for fiscal year commencing January 1, 2002 are
appointed. Therefore, such second half of the transitional Board shall hold
office for a total of three fiscal years, that is, the then current year at the
time of establishing this new system in addition to the two fiscal years
corresponding to the directors' term of office pursuant to the system
hereunder. Should an increase in the number of Directors be decided at the
Meeting, such Meeting shall determine the Directors to be replaced upon renewal
of half the Board. The Meeting may appoint alternate members for the Board in an
equal or lower number than regular members and for the same term so as to fill
any vacancy that may occur, in the order of their appointment. Upon completion
of their term of office, regular and alternate Directors shall hold office until
the election of their successors. At Meetings called to elect Board members, any
shareholder or group of shareholders holding more than five per cent (5%) of the
capital stock may request the Company to disclose to the shareholders the
nominees such shareholder or group of shareholders shall propose to the Meeting
for their election. The nominees lists shall be furnished to the Company at
least 7 (seven) days before the date on which the Meeting is to be held, and
upon reception thereof, the Meeting shall disclose the same to the shareholders.
In the case of depository banks holding shares registered in their name, this
rule shall apply to the beneficial owners. Likewise, the Board of Directors may
nominate Directors for election by the Meeting, whose names shall be notified to
all shareholders together with the lists proposed by the shareholders first
mentioned. The beforementioned rules shall not preclude any shareholder present
at the Meeting from nominating directors not included in the proposals
distributed by the Board. No proposal for election of Directors may be made
prior to or during the Meeting, unless the Company receives from the proposed
nominees written evidence of acceptance of office. The election of Directors
shall be made by means of a list provided the same is not objected by any
shareholder; otherwise, the election shall be made on an individual basis. The
successful list or person, as the case may be, shall be that getting the
absolute majority of the votes present at the Meeting; in the event no list gets
such majority, a new voting shall be held on the two (2) lists or persons with
the highest number of votes and the list or person
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getting the absolute majority of the votes present thereat shall be deemed
elected. At their first meeting, Directors shall appoint a Chairman and a
Vice-Chairman. In case the Chairman is absent or disabled, he shall be replaced
by the Vice-Chairman and if the latter is absent or disabled, he shall be
replaced by two directors appointed by the remaining directors. The Board of
Directors shall hold a meeting with the majority of its members present at the
meeting whether in person or communicated among themselves using other means of
simultaneous sound, image or word transmission, called teleconference and shall
adopt resolutions by the majority of the votes present thereat, including remote
participants, or, in the event any members of the Board refrain from voting on
account of having an interest contrary to the Company's interest, the Board
shall adopt resolutions by a majority of the members who did not refrain from
voting for such reason. Participation and vote of remote participants as well as
all transmission data shall be registered in the minutes of the meetings. A copy
of the text of the minutes shall be signed by the director remotely
participating and shall send the same to the Board by fax. All this shall be
entered on the Book of Minutes of Meetings. The transmission shall imply signing
of the minutes of the meeting by the director remotely participating. The
Statutory Audit Committee shall give evidence of the regular character of the
decisions adopted. The Board shall meet at least once every three months at any
place in the Republic of Argentina or in a foreign country, provided, however
that the Chairman or his/her substitute may call a Board of Directors' Meeting
when he/she may deem necessary. The Notice of Meeting made by the Chairman or
his/her substitute shall expressly state the place in the Republic of Argentina
or in a foreign country where the meeting is to be held. In addition, the
Chairman or his/her substitute shall call a Board of Directors' meeting whenever
any Director may so require. The Board of Directors' meeting shall be called by
the Chairman or his/her substitute, upon a prior five (5) day written notice.
The compensation of the Board of Directors shall be fixed by the Meeting, which
compensation may be charged to overhead for the year or determined pursuant to
the provisions of section 16, paragraph b) of these By-laws, all without
prejudice to the provisions of section 261 of Law N. 19,550 (Restated Text,
Decree 841/84).
SECTION 10: Each Director shall deposit as security for his/her performance the
amount of five hundred pesos (P$500) in cash or public bonds. The amount
deposited shall be reimbursed one year after the last Meeting at which his/her
office ends, if not reelected. This provision shall remain in force
notwithstanding his/her termination, resignation or removal from office.
SECTION 11: The Board of Directors shall have full powers to manage and dispose
of property, including those for which the Law requires special powers pursuant
to section 1881 of the Civil Code and section 9 of Decree Law N. 5965/63. Thus,
the Board may perform, on behalf of the Company, any kind of legal acts in
furtherance of the corporate purpose, such as: operate with Banco de la Nacion
Argentina, Banco de la Provincia de Buenos Aires and other official or private
credit institutions; set up agencies, branches or any other kind of
representative offices within the country or abroad; grant one or more persons
powers of attorney even to bring criminal actions, or extrajudicial powers with
the purpose and scope deemed convenient. The legal representation of the Company
shall be vested in the Chairman of the Board or in the Vice-Chairman in case of
absence, removal or resignation of the Chairman. In case the Chairman and the
Vice-Chairman are absent, the legal representation shall be vested in any other
two members of the Board or in two or more attorneys-in-fact, whether Directors
of the Company or not, who shall be appointed by the Board of Directors under a
Notarial Deed in order to
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act as such. Notwithstanding the aforesaid, the representation of the Company in
legal proceedings shall be vested in the Director or Directors, or the special
attorneys-in-fact appointed by the Board of Directors for such purpose, who
shall have broad powers theretofore and also to file and answer interrogatories
on behalf of the Company, and the relevant power of attorneys may be substituted
if so resolved by the Board of Directors.
TITLE FOUR
SUPERVISION
SECTION 12: The supervision of the Company shall be vested in a Statutory Audit
Committee composed by three regular and three alternate statutory auditors
appointed by the Regular Shareholders' Meeting. They shall hold office for
the term of one year, notwithstanding their re-election, and shall hold office
until their substitution. The provisional or final vacancies occurred as well as
any inability occurring after the appointment of the regular members, shall be
filled by the alternate members in the order of their appointment by the Regular
Shareholders' Meeting. The President of the Committee shall be elected out of
the regular members. Upon notice of the Committee's meeting to its members,
the Statutory Audit Committee shall constitute quorum with the presence of any
two of them, and shall adopt resolutions by a majority of votes, notwithstanding
the rights, powers and duties granted to the dissenting statutory auditor by Law
19,550, Section 290. The requirements, inabilities and incompatibilities under
sections 285 and 286 of Law N. 19,550 shall apply for those members appointed.
The Committee shall have any and all powers and duties contemplated under Law
19,550. To such effect, the Statutory Audit Committee shall be required to meet
at least once every quarter, or whenever a member so requires, and the meetings
held and decisions made shall be recorded in a Book of Minutes. The members of
the Statutory Audit Committee shall have such compensation as determined at the
Meeting, which compensation may be charged to overhead for the year in which
they hold office or according to the provisions set forth in section 16,
paragraph b), of these Bylaws.
TITLE FIVE
MEETINGS
SECTION 13: Any and all Shareholders' Meetings may be convened
simultaneously on first and second call, provided it is so authorized under the
rules and legal provisions in force. Notice of the Shareholders' Meeting
shall be published, both on first and second call, in the manner and as provided
for under Law 19,550, Section 237, and in the event the shares of the Company
are admitted to the public offering regime, the relevant notice shall be also
published in the official bulletins of stock exchanges and securities markets of
the country where the Company's shares are listed, all in conformity with the
applicable law. As for the latter case, the Board of Directors may hire the
services of firms specialized in communications with shareholders, and resort to
any other means of communication to make them aware of the Boards' points of
view on the items to be brought before any Meetings to be called.
SECTION 14: Each common or preferred share shall be entitled to vote according
to the provisions herein stated and to those provided for in section 217 of
Decree Law N. 19,550 for preferred shares.
SECTION 15: The quorum and majorities provided for under Law 19,550, Sections
243 and 244 shall apply, according to the type of meeting, notice and business
thereof,
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except for the quorum of the special meeting on second call which shall be
deemed constituted irrespective of the number of shares entitled to vote present
thereat, except for the special cases provided for by Law 19,550, Section 244
and notwithstanding the provisions contemplated in the last paragraph of Section
Eighteen hereof in relation to the amendment of the provision related to the
reimbursement of shares in the event of voluntary withdrawal from public
offering. Likewise, whenever the Meeting is to adopt a resolution affecting the
rights of a class of shares, the consent or acknowledgement of such class shall
be required for such purpose, and the same shall be given at a special meeting
subject to the rules applicable to regular meetings. Particularly, the consent
of the special meeting of Class "A" shares shall be required in all cases for
the adoption of any resolution with respect to the Company's transformation,
merger, spin off and transfer of its domicile to a foreign country. Likewise, in
the event the Company decides to dispose of Perez Companc S.A.'s shares granting
control over more than fifty per cent (50%) of Perez Companc S.A.'s capital
stock and votes, such decision shall be adopted by resolution of the Company's
Shareholders' Meeting. In such case, the majority for special cases set forth in
the last paragraph of Section 244, Law 19,550, shall apply.
TITLE SIX
FINANCIAL STATEMENTS AND DISTRIBUTION OF PROFITS
SECTION 16: The fiscal year shall end on December 31 of each year. The Financial
Statements shall be prepared as of said date pursuant to the provisions in force
and the technical rules related thereto. The Meeting may change the closing date
of the year and for such purpose it shall register the relevant resolution with
the Public Registry of Commerce and give notice thereof to the supervisory body.
Net and earned profits shall be allocated as follows: a) Five per cent (5%) up
to twenty per cent (20%) of the subscribed capital to the legal reserve fund; b)
To compensation of the Board of Directors and the Statutory Audit Committee. c)
To dividends of preferred shares, if any, with priority to unpaid cumulative
dividends, and to dividends of common shares, or to optional reserve fund, or
other reserve funds, or to a new account, or as determined at the Meeting.
Dividends shall be paid pro rata to the respective paid-in capital within the
year of their declaration.
TITLE SEVEN
LIQUIDATION
SECTION 17: The liquidation of the Company may be made by the Board of Directors
or by such liquidator or liquidators as appointed by the Meeting and under the
Statutory Audit Committee's control. Once liabilities and liquidation expenses
have been paid, the remainder shall be distributed as follows: a) The amount of
any preferred shares issued shall be reimbursed at its paid-in, nominal value;
b) The amount of common shares shall be reimbursed at their paid-in, nominal
value; c) Cumulative dividends in arrears of preferred shares shall be paid, and
d) The remaining balance shall be distributed pro rata among all holders of
common shares and in proportion to their paid-in capital and among holders of
preferred shares pursuant to the conditions agreed upon.
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TITLE EIGHT
PUBLIC OFFERING
SECTION 18: The provisions under this Section Eighteen shall apply only from the
date the Company is authorized by the "Comision Nacional de Valores" to make
public offering of its shares. Therefore, whenever a shareholder or group of
shareholders holding a majority of Class "A" shares intends to purchase Class
"B" shares in the Company, it shall publicly notify such intention at least five
(5) days before commencement of the acquisition process, with indication of the
maximum amount of shares to be then purchased and the purchase term which may
not exceed 90 days, it being understood that such information shall not imply
the obligation to purchase the maximum amount reported or to inform on the
result of such acquisition process. The information to be supplied pursuant to
this Section Eighteen shall be published for one (1) day in the bulletins of the
stock exchanges and securities markets of the country where the Company's shares
are listed. Likewise, any person who, directly or indirectly, or any group of
persons who, by mutual agreement or otherwise, purchases class "B" shares in the
Company or any kind of securities of the Company convertible into class "B"
shares (and the term "securities" shall include, without limitation, debentures,
notes and coupons) giving control over at least three per cent (3%) of the
Company's shares, shall, within three (3) days from the purchase date,
inform the Company in such respect, without prejudice to meeting any additional
requirements imposed by capital market rules in such respect. Such information
shall also include the transaction date, price, class and number of shares
purchased and the total voting rights and, in addition, the purpose of the
purchase and the intention of the natural or artificial persons holding a direct
or indirect equity interest therein (including, without limitation, stating
whether they intend to purchase a higher interest or a majority interest).
Should purchaser be a group of persons, all members of the group must be
identified. The information herein required shall be also supplied in connection
with any subsequent purchase by which at least an additional three per cent (3%)
of the Company's shares is acquired. Shares and securities acquired in
violation of the preceding paragraphs of this Section Eighteen shall not be
entitled to vote or receive dividends or any other distribution made by the
Company and shall not be computed for quorum purposes at any Shareholders'
meeting. Whenever the Company has been authorized by the "Comision Nacional de
Valores" to make public offering of its shares, in the event class "A" shares
are transferred in an inter vivos act, including enforcement of guaranties,
attachments and any other judicial execution or seizure, to a person not
registered as of the date on which the Company has been authorized to make
public offering of its shares as holder of class "A" shares in the Register of
Shares, such class "A" shares so transferred shall be mandatorily and
automatically converted into class "B" shares, on a one-for-one basis. The
following shall be excluded from such mandatory and automatic conversion: (i)
transfers made under succession proceedings or inheritance rights to the
respective heirs of a holder of class "A" shares (provided the same are spouses,
ancestors, descendents and/or any collateral relative), and (ii) transfers made
to artificial persons, trusts or funds fully owned, directly or indirectly, by
holders of class "A" shares provided such direct or indirect full ownership of
any such artificial persons, trusts or funds remains in the shareholders
directly or indirectly holding class "A" shares immediately before the transfer
of shares to such artificial persons, trusts or funds or in their respective
heirs. Any transferor of any class "A" shares and any related transferee thereof
shall be required to give notice of such transfer to the Company no later than 3
days thereafter. The Company (and any person authorized to keep the Company's
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Register of Shares) shall register the mandatory and automatic conversion
referred to hereunder at such time as the Company or any such registrar shall
become aware of any such transfer of class "A" shares, even if the
beforementioned notice is not received. The Company shall give notice of the
conversion to the Comision Nacional de Valores, the Bolsa de Comercio de Buenos
Aires and any other applicable securities market, so that the same may grant
authorization for public offering and listing, respectively, as applicable. For
the purposes of this Section Eighteen, the term "indirectly" shall include any
company controlling, controlled by, or under the common control with, the
purchaser and any other person acting jointly with purchaser; in addition, such
term shall apply to shareholdings held by any person through trusts, American
Depositary Shares ("ADS"), American Depositary Receipts ("ADR") or the like. In
the event the Company decides by resolution of the Shareholders' Meeting to
voluntarily withdraw any of its classes of shares from public offering or
listing, the Company shall reimburse shares corresponding to the shareholders
who voted against the decision and to the shareholders who were absent at such
meeting according to the provisions set forth in the applicable laws for the
exercise of the right of withdrawal, but the value for reimbursement of such
shares shall be, at least, the highest between: (i) the average closing seller's
price in the Bolsa de Comercio de Buenos Aires during the full calendar 12-month
period immediately preceding the date on which the Company's Board of Directors
decides to call a meeting to consider the corresponding voluntary withdrawal
from public offering or listing, or (ii) the value provided for by the
applicable law for reimbursement of shares in respect of which the corresponding
right of withdrawal has been exercised. The provisions of this paragraph
relative to reimbursement of shares in the event of withdrawal from public
offering may only be amended by means of a resolution adopted at a meeting by
the unanimous vote of the Company's shareholders.
SECTION 19: The Company is not Subject to the Optional Statutory System for
Binding Public Offering.
AMENDMENTS TO THE BYLAWS
A) Deed evidencing the ARTICLES OF INCORPORATION OF THE COMPANY under its former
corporate name, dated December 21, 1998, entered on folio 13699 of Notarial
Register 282 of the Federal Capital, registered on January 6, 1999 under number
265, Book 4 of Stock Corporations.
B) AMENDMENT TO BYLAWS evidenced by deed dated October 26, 1999 and
supplementary deed dated November 2, 1999, entered on folios 6355 and 6557,
respectively, of the beforementioned Notarial Register 282, registered with the
Superintendency of Bodies Corporate on November 4, 1999, under number 16283,
Book 7 of Stock Corporations. C) AMENDMENT TO BYLAWS evidenced by deed dated May
19, 2000, entered on folio 1589 of the beforementioned Notarial Register 282,
registered with the Superintendency of Bodies Corporate on July 6, 2000, under
number 9534, Book 11 of Stock Corporations.
D) AMENDMENT TO BYLAWS and change of corporate name for the current name,
evidenced by deed dated June 13, 2000, entered on folio 2001 of the
beforementioned Notarial Register 282, registered with the Superintendency of
Bodies Corporate on July 31, 2000 under number 11102, Book 12 of Stock
Corporations.
E) AMENDMENT TO BYLAWS, evidenced by deed dated September 22, 2000, entered on
folio 3879 of the beforementioned Notarial Register 282, registered with the
Superintendency of Bodies Corporate on October 26, 2000 under number 16086, Book
13 of Stock Corporations.
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F) AMENDMENT TO BYLAWS, evidenced by deed dated June 27, 2002, entered on folio
3879 of the beforementioned Notarial Register 282, registered with the
Superintendency of Bodies Corporate on October 26, 2000 under number 16086, Book
13 of Stock Corporations.
G) AMENDMENT TO BYLAWS, evidenced by deed dated January 13, 2003, entered on
folio 21 of the beforementioned Notarial Register 282, registered with the
Superintendency of Bodies Corporate on February 14, 2003, under number 2172 ,
Book 20 of Stock Corporations.
H) AMENDMENT TO BYLAWS AND CHANGE OF CORPORATE NAME for the current name,
evidenced by deed dated May 21, 2003, entered on folio 589 of the
beforementioned Notarial Register 282, registered with the Superintendency of
Bodies Corporate on July 4, 2003, under number 9190 , Book 22 of Stock
Corporations.
I) AMENDMENT TO BYLAWS, evidenced by deed dated July 22, 2003, entered on folio
951 of the beforementioned Notarial Register 282, registered with the
Superintendency of Bodies Corporate on August 22, 2003 under number 11893, Book
22 of Stock Corporations.
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