Section 25. General Shareholders’ Meetings may be ordinary and/or extraordinary. Shareholders’ Meetings shall be solely competent to consider the matters set forth in sections 234 and 235 of Law No. 19,550, respectively, and any supplemental rules, regarding the subjects specified therein. Meetings of Shareholders shall be convened when deemed necessary by the Board of Directors or Statutory Audit Committee, or when required in writing by shareholders representing not less than 5% of the capital stock, specifying the purpose and reason for which the meeting is requested. These requests shall be handled in such a manner that the Shareholders’ Meeting may be convened by the Board of Directors or Statutory Audit Committee to be held within 40 days after the receipt of the relevant request.
Section 26. Notice of a Shareholders’ Meeting, either on first or second call, shall be published during the days, in the newspapers and within the time periods established by applicable legal regulations in force. If an Ordinary Meeting of Shareholders is convened on first and second call at the same time, and if the Meeting on second call is to be held on the same day, such adjourned Meeting shall be held not less than one (1) hour after the time set for the Meeting on first call.
Section 27. To attend a Meeting of Shareholders the shareholders shall deposit with the Company their shares or a certificate of deposit or evidence of their book-entry share accounts issued to such an effect by a Bank, Securities Depository or other authorized institution, to be recorded in the Shareholders’ Meetings Attendance Record Book, not less than three (3) business days before the date set for the Meeting. The Company shall furnish the required evidence of receipt, which shall be presented by the shareholders to be admitted into the Meeting. The holders of registered or book-entry shares shall, within the same period, give notice to be recorded in the Shareholders’ Meetings Attendance Record Book.
Section 28. Shareholders may be represented by proxy at Shareholders’ Meetings by their respective legal attorneys in fact or other persons. Such proxies may be executed as a private document signed by the principal, with its signature certified by a court, notary public or bank.
Section 29. Shareholders’ Meetings shall be presided over by the Chairman of the Board or any substitute thereof. In case of absence of both of them, the Meeting shall designate a Director, member of the Statutory Audit Committee or shareholder to perform duties as Chairman. Except in the events contemplated in section 241 of Law No. 19,550, any Directors, members of the Statutory Audit Committee and chief executive officers who are shareholders shall be able to vote in such capacity.
Section 30. To be validly assembled, an Ordinary Meeting of Shareholders held on first call shall require the presence of shareholders representing a majority of voting shares, and on second call a Meeting shall be validly assembled with any number of such shares present. Extraordinary Meetings of Shareholders shall be validly held on first call with the presence of shareholders representing not less than 60% of voting shares, and on second call the presence of not less than 30% of such shares shall be required. If a Shareholders’ Meeting cannot be validly held due to the absence of the required number of attendants, and if an Ordinary Shareholders’ Meeting has not been convened on first and second call at the same time, the Meeting must be convened again within the following 30 days.
Section 31. On an annual basis, within four months after the end of the fiscal year, an Ordinary General Meeting of Shareholders shall be held to: a) consider the Annual Report, Statement of Financial Condition and Statement of Changes in Shareholders’ Equity, the annexes, tables and supplementary notes thereof, the Statement of Income and the intended use thereof, all for the last ended fiscal year; b) approve or observe the documents detailed in the preceding paragraph, and approve or modify the distribution of profits proposed by the Board of Directors; c) take notice of the Statutory Audit Committee report and the report submitted by the external auditors; d) adopt a resolution on the remuneration of the Board of Directors and the Statutory Audit Committee; e) appoint the members and alternate members of the Board of Directors and Statutory Audit Committee, when applicable in accordance with Sections 12 and 13; f) consider any other matter included in the Agenda, provided such matter falls within the Meeting’s competence.
Section 32. Each share shall entitle its holder to cast one vote at Shareholders’ Meetings.
Section 33. The Meetings of Shareholders, held either on first or on second call, shall adopt resolutions by a majority of votes present which may be computed in respect of the respective resolution, except for any decisions on (i) the specific cases contemplated in section 244, last paragraph, of Law No. 19,550, which shall require the favorable vote of the majorities specified therein; (ii) any modification of the Public Tender Offer by Acquisition of a Controlling Interest ruled established in Chapter VIII of these Bylaws, which shall require approval by the favorable vote of shares representing not less than 66.6% of the issued and outstanding capital stock; (iii) any modification of the Public Tender Offer by Acquisition of a Substantial Interest rules established in Chapter VIII of these Bylaws, which shall require approval by the favorable vote of shares representing not less than 66.6% of the shareholders present at the Shareholders’ Meeting provided they represent not less than 35% of the issued capital stock; and (iv) any modification of the qualified majorities rules established in this section, which shall require approval by the same qualified majority that is sought to be modified.
Section 34. Upon being called to order, a Shareholders’ Meeting shall designate two shareholders to sign the Meeting minutes that must be drawn up. The summary of the statements made in the course of the discussion, the form and results of voting, and a full transcription of the Meeting’s decisions and resolutions shall be recorded in the minutes that will be drawn up in the respective book, rubricated for such purpose, which shall be signed within five days after the end of the Meeting by the Chairman and the two shareholders designated to such an effect.