Section 5. The capital stock shall be represented by shares of a nominal value of AR$ 1 each (NV AR$ 1 each) and carrying one vote per share, which are submitted in their entirety to the securities public offering rules established under Capital Market Law No. 26,831, regulations thereunder by Decree No. 1023/2013, as amended and supplemented, or any similar rules that may substitute them in the future (the “Capital Market Law”). The Company may increase its capital in the future through the issuance of by shares equal to its outstanding shares. In accordance with the provisions of the Capital Market Law, a meeting of shareholders may approve an issuance of options on shares to be issued or securities convertible into shares, and delegate to the board of directors the determination of the terms and conditions of such issuance and of the rights to be carried by such options, as well as the setting of the price of such options and any shares that they will entitle their holders to. Those options may be issued in favor of board members, managers and employees of the Company and/or third parties, as determined by the respective shareholders’ meeting. Any changes in capital stock must be recorded in the Company’s financial statements.
Section 6. The Capital Stock shall be issued and subscribed when so resolved and decided by a Meeting of Shareholders. Each resolution approving a capital increase and/or the issuance and subscription of shares shall be indistinctly and optionally evidenced by a Public or Private Deed. If they are implemented by means of a public instrument, the stamp tax, if applicable, shall be paid upon the execution of the relevant notarial deed. The respective registrations and publications shall be made in accordance with the legal provisions applicable at the time, and unless otherwise provided hereunder, shareholders shall be entitled to first-refusal and accretion rights for the subscription of any newly issued shares, pro rata to their respective shareholding, and the relevant notices shall be published to this effect as legally required. First-refusal and accretion rights may be exercised within the legally established periods and shall be solely limited or suspended by resolution of an Extraordinary Meeting of Shareholders in compliance with the conditions established by section 197 of Companies Law No. 19,550 or any other statutory rules that may replace it or supplement it in the future (hereinafter, “Law No. 19,550”).
Section 6 bis. Provided this is permitted by applicable law, (a) first-refusal and accretion rights shall be solely limited or suspended (i) in accordance with the Section 6 of these Bylaws or (ii) when an Extraordinary Meeting of Shareholders approving an issuance of shares and convertible notes has resolved that first-refusal rights shall not be applicable both under section 194 of Law No. 19,550 and under the Capital Market Law, and in such an event any shareholders wishing to take part in the capital increase shall not be entitled to first-refusal rights and compliance with the conditions for first-refusal rights to be suspended under section 197 of Law No. 19,550 shall not be required; (b) in case of a capital increase through the issuance of shares or convertible notes offered by means of a public offering under the Capital Market Law and subject to the approval of the meeting of shareholders approving the respective issuance of shares and convertible notes, the first-refusal right contemplated in section 194 of Law No. 19,550 and section 11 of Law No. 23,576 and any other statutory rules that may replace them in the future shall be exercised by means of the placement procedure determined in the respective public offering prospectus; and the holders of shares and convertible notes, as the beneficiaries of such preemptive right, shall be acknowledged priority in the awarding of shares up to the amount they may be entitled to, based on their respective shareholding percentage. This shall be so provided that any purchase orders submitted by the shareholders or holders of convertible notes, as the beneficiaries of such first-refusal right, are placed at the price resulting from the placement procedure or at an established price either equal to or higher than the subscription price determined in the public offering, and accretion rights shall not be applicable. Until the new applicable law permits the foregoing provisions, section 6 of these Bylaws shall be applied.
Section 7. Shares shall be paid within the time periods and subject to the conditions established by the Meeting of Shareholders. Any subscribers incurring a payment default shall forfeit their rights and in such an event the Company shall be able to sell such shares and impose any penalties contemplated in section 193 of Law No. 19,550. If the shares issued by the Company are represented by securities, any subscriber that has not paid the amount of its subscribed shares in full shall receive a temporary registered certificate evidencing the installments that it has paid. Upon full payment of such shares, that certificate shall be replaced by securities representing the relevant shares. Until the effective delivery of such securities, the temporary certificate shall be considered final, negotiable and divisible.
Section 8. Shares may be registered and non-endorsable, as provided by the prescriptions of applicable law on such matters, or book-entry shares under section 208 of Law No. 19,550. Shares that are represented by securities shall contain the essential references established by section 211 of Law No. 19,550. Such securities shall bear the signature of one Director and the Chairman of the Statutory Audit Committee, notwithstanding the possible application of the mechanism provided under section 212 of the above Law. Any book-entry shares or Company Securities shall be registered into accounts carried under the name of their respective holders in the Company and/or authorized commercial and/or investment banks and/or securities depositories, as resolved by the Board of Directors. Global certificates representing paid-in shares may be issued in compliance with the requirements established by applicable law; any global certificates registered with collective depositary systems shall be considered final, negotiable and divisible.
Section 9. The shares representing capital stock shall be ordinary and of equal value, and each share shall entitle its holder to cast one vote at Shareholders’ Meetings. The securities and the shares represented by them shall bear sequential numbers.
Section 10. By the subscription and holding of Company shares holders acknowledge that they know and accept the Company’s Corporate Bylaws and that they will adhere to and comply with any resolutions adopted by General Shareholders’ Meetings and/or the board of directors in the exercise of their respective powers, notwithstanding any rights granted to the shareholders under the law. In the case of jointly held shares, representation must be consolidated for the exercise of rights and the performance of obligations by the respective holders.
Section 11. The Company may, by resolution of a Meeting of Shareholders, borrow money through the issuance of debentures or notes. At the time of the respective issuance, a Meeting of Shareholders shall determine the form, guarantees, payment periods and other applicable terms in accordance with applicable legal provisions.
Section 11 bis. Provided this is permitted by applicable law, an issuance of non-convertible notes may be decided by the Board of Directors without the approval of a Meeting of Shareholders, and in such an event, at the time of the respective issuance, the Board of Directors shall determine the form, guarantees, payment periods and other applicable terms in accordance with applicable legal provisions. Until the new applicable law permits the foregoing provision, section 11 of these Bylaws shall be applied.