Section 38. I) Information reporting duty. Any individuals or legal entities that, either directly or indirectly through other individuals or legal entities, and any group of persons acting collectively (i) acquire or dispose of, by any means or under any title, shares or securities of the Company of any kind which are convertible into shares – including, without limitation, convertible debentures, convertible notes, global depositary receipts (Global Depositary Receipts or American Depositary Receipts) and call options on shares (the “Company Securities”), (ii) modify the configuration or composition of the interest directly or indirectly held by them in the issuer’s equity, (iii) convert notes into shares, (iv) exercise call options under such marketable securities, or (v) change their intention in respect of the interest held by them in the issuer’s equity as existing at the time of occurrence of any of the events set forth in the preceding items (i) through (iv), provided the acquisition in each such event involves the transfer of control over five per cent (5%) or more of the capital stock or voting rights, shall promptly after having arranged the respective transaction or after their change of intention has occurred, inform of such circumstance to the Company, notwithstanding their compliance with any additional requirements established under applicable capital market regulations in such an event. The information to be provided shall include, in addition, the details of any individuals or legal entities that directly or indirectly make payment in relation to such equity interest, the date of the transaction, price, the number of shares or Company Securities acquired and whether the acquirer intends to acquire a larger interest or attain control over the Company’s corporate will. If the acquirer is a group of persons acting collectively, the members of the group must be identified. The information required hereunder must be provided in relation to any transactions subsequent to the originally reported transaction when as a result of such transactions the number of shares or securities involved is a multiple of five per cent (5%) of the capital stock or votes of the Company. II) Takeover. In the absence of compliance with the requirements set forth in items III and IV of this Section, no shares or Company Securities may be acquired, either directly or indirectly, individually or together with other persons acting collectively, by any means or under any title (by a sale, assignment, judicial or extrajudicial auction or any other form of disposition or transfer), when as a result of such acquisition the acquirer(s) would become owners of, or exercise control over, shares or Company Securities that, added to such owners’ previous holding (if any): (i) would, in the event of conversion, represent or entitle the acquirer to more than fifty per cent (50%) of the capital stock, or give the acquirer the power to remove a majority of members of the Board of Directors of the Company (a “Controlling Interest”); or (ii) would, in the event of conversion, represent or entitle the acquirer to thirty five per cent (35%) or more of the capital stock, although such interest would not confer control over the Company (a “Substantial Interest”). The acquisitions referred to in items “(i)” and “(ii)” above shall be designated as “Acquisition of Control” and “Acquisition of a Substantial Interest”, respectively. For purposes of this Section, the term “indirectly” shall include the companies controlling, controlled by and subject to common control with, the acquirer; also, any shares directly or indirectly held by a person through a trust, global depositary receipt (Global Depositary Receipt or American Depositary Receipt) or other similar mechanisms shall be deemed included. Notwithstanding the foregoing, the procedure described in this Section in relation to a Public Tender Offer by Acquisition of a Controlling Interest and a Public Tender Offer by Acquisition of a Substantial Interest (both these terms as defined above) need not be complied with in respect of acquisitions resulting in a Controlling Interest or a Substantial Interest, in the event that: (i) before the acquisition, the acquirer already holds or exercises control over shares or Company Securities that represent or entitle its holder, in the event of conversion, to a Controlling Interest or a Substantial Interest, respectively, provided that if a Substantial Interest is involved, the respective holder shall comply with the Public Tender Offer by Acquisition of a Controlling Interest procedure if a transaction is subsequently proposed pursuant to which such holder will acquire a Controlling Interest and has not previously made a Public Tender Offer by Acquisition of a Substantial Interest; (ii) the acquisition results from a subscription of shares or Company Securities to be issued upon the capital increase resolved by the extraordinary meeting of shareholders held on June 16, 2006; and/or (iii) the Acquisition of Control is achieved as a result of the consummation of a Public Tender Offer by Acquisition of a Substantial Interest. III) Public Tender Offer. III. a) Any person wishing to carry out an Acquisition of Control or an Acquisition of a Substantial Interest (hereinafter, the “Offeror”) shall be required to make a public tender offer for all the shares and Company Securities (which shall be designated respectively as “Public Tender Offer by Acquisition of Control” and “Public Tender Offer by Acquisition of a Substantial Interest”, and both of them collectively, a “Public Tender Offer”). Each Public Tender Offer shall be made pursuant to the procedure established in this Section, and to such an extent as any additional or more rigorous requirements than those established herein are imposed by the applicable legal rules of the jurisdiction where the Public Tender Offer is launched and the rules of any stock exchanges and securities markets on which the shares and Company Securities may be listed, such additional or more rigorous requirements established by both such jurisdictions and the stock exchanges and securities markets where they are imposed shall be complied with. III. b) Procedure. Notwithstanding the Offeror’s mandatory obligation to follow the procedures and comply with the requirements established by the rules of the Argentine Securities Commission or similar agency in any jurisdictions where the shares and Company Securities are listed in the event of a public tender offer, the Offeror shall comply with the procedure set forth below: III. b.1) The Offeror shall give notice (i) in writing to the Company, and (ii) through the entity in charge of keeping the register of shares and Company Securities or by other self-authentic means, to the shareholders and holders of Company Securities, of the Public Tender Offer not less than fifteen business days before the date when such offer shall be launched (the “Notice of Public Tender Offer”). The Notice of Public Tender Offer shall indicate all the terms and conditions of any agreement or preliminary agreement that the Offeror may have concluded or intends to conclude with one or more holders of shares or Company Securities and pursuant to which, if such agreement or preliminary agreement is consummated, the Offeror would acquire a Controlling Interest or a Substantial Interest (hereinafter, the “Prior Agreement”). In the absence of any Prior Agreement, the Offeror shall specify the number of shares or Company Securities that it intends to acquire and the terms and conditions of the offer. Notwithstanding the foregoing provisions, the Notice of Public Tender Offer shall contain at least all the following information (the “Minimum Information”): (i) the identity, nationality, domicile and telephone number of the Offeror; (ii) if the Offeror is a group of persons, the identity and domicile of each Offeror within the group and of the chief officer of each person or entity that is part of the group; (iii) the consideration offered for the shares and/or Company Securities, explicitly determined in detail pursuant to the applicable mechanism among those set forth in item III.b.3 below; (iv) The scheduled date of expiration of the validity period of the Public Tender Offer, specifying whether such period may or may not be extended and, if applicable, the procedure to be followed for such extension; (v) a statement by the Offeror of the exact dates before and after which the shareholders and/or holders of Company Securities having accepted the Public Tender Offer shall have the right to withdraw such acceptance (pursuant to the provisions in III.b.4), the manner in which acceptances shall be received and the manner in which the shareholders and/or holders of Company Securities may withdraw their acceptance; (vi) a statement by the Offeror indicating that the Public Tender Offer shall be open to all the holders of shares and Company Securities and that the Offeror assumes the irrevocable obligation to acquire all such shares and securities that may be included in the Public Tender Offer procedure by the shareholders and holders of Company Securities; (vii) a statement by the Offeror indicating that the Public Tender Offer does not fall within the scope of Law No. 25,156, as amended, and regulations thereunder (the “Antitrust Law”) or any other law that may replace it or, if applicable, a copy of all the documents filed with the respective agency, or a commitment to submit such documents at the same time to the Company; (viii) the Offeror’s covenant that it shall submit to the Company, at the same time, all the documents that the Offeror is required to file with the Argentine Securities Commission or similar authority in any jurisdictions where the shares and Company Securities are listed; (ix) evidence that guarantees have been created, which must be satisfactory, to ensure the discharge of any obligations arising from the Public Tender Offer; and (x) any additional information, including the Offeror’s financial statements, that the Company may reasonably require or which may be necessary to enable the Board of Directors of the Company to express a well-grounded opinion in due time. III.b.2) The Offeror shall send by postal mail or in any other manner, with reasonable diligence, to each shareholder or holder of Company Securities that so requests it, a copy of the Notice of Public Tender Offer, and shall publish a notice containing substantially the Minimum Information and any additional information required by any applicable rules governing public tender offers, as prescribed by such rules and at least once every week, beginning on the date when the Notice of Public Tender Offer was given and ending upon the expiration of the effective term of the Public Tender Offer. Subject to any applicable legal rules, this notice shall be published in the business section of newspapers of general circulation in Argentina, in the City of New York, United States of America, in Luxembourg and in any other city on the stock exchange or securities market of which the shares and Company Securities are listed. III.b.3) The consideration for each share or Company Security payable to each shareholder or holder of Company Securities shall be the same, in U.S. Dollars, and not less than the price per share or Company Security, if applicable, equal to the higher of: (i) the price of each share of the Company in U.S. Dollars as determined on the basis of a valuation of the Company’s shareholders’ equity by an independent investment bank of international renown. Such valuation shall contemplate the increase of the Company’s capital stock resulting from the exercise of the conversion rights carried by the Company Securities and shall be made on the basis of the most recent balance sheet approved by the Company; (ii) one hundred thirty five per cent (135%) of the subscription price in U.S. Dollars, as of the date of subscription of the Company shares issued as a result of a capital increase during the twenty four month period immediately preceding the day of the Notice of Public Tender Offer, adjusted for any equity spin-off, stock dividend, change in the nominal value of shares, reduction of capital, capitalization of profits, reserves, accounting adjustments or other special reserves recorded in the balance sheet and other corporate transactions pursuant to which bonus shares and/or Company Securities are delivered; (iii) one hundred thirty five per cent (135%) of the weighted average quoted price in U.S. dollars (at closing) of the shares and/or global depositary receipts (Global Depositary Receipts or American Depositary Receipts) of the Company during the one hundred twenty day period immediately preceding the Notice of Public Tender Offer, in the Buenos Aires Stock Exchange and the New York Stock Exchange, and any other stock exchange or securities market on which the shares and Company Securities may be listed, adjusted for any equity spin-off, stock dividend, change in the nominal value of shares, reduction of capital, capitalization of profits, reserves, accounting adjustments or other special reserves recorded in the balance sheet and other corporate transactions pursuant to which bonus shares and/or Company Securities are delivered; and (iv) solely in the event of an Acquisition of Control, the higher price per share or Company Security in U.S. Dollars paid by or on behalf of the Offeror in relation to any acquisition of shares and/or Company Securities within the two year period immediately prior to the notice of Acquisition of Control, adjusted for any equity spin-off, stock dividend, change in the nominal value of shares, reduction of capital, capitalization of profits, reserves, accounting adjustments or other special reserves recorded in the balance sheet and other corporate transactions pursuant to which bonus shares and/or Company Securities are delivered. III.b.4) The shareholders or holders of Company Securities having accepted the Public Tender Offer may withdraw their acceptance not less than five business days before the date set for the expiration thereof. III.b.5) The initial effective term of the Public Tender Offer shall not be less than twenty business days or more than thirty business days counted as from the date of authorization of the Public Tender Offer by the Argentine Securities Commission or similar governmental agency or entity in the jurisdiction where the Public Tender Offer is launched (the “Initial Term”). III.b.6) The Offeror shall acquire all the shares and/or Company Securities that are included in their acceptance by their holders under the Public Tender Offer before the date of expiration of the offer. The holders of Company Securities having accepted the Public Tender Offer shall exercise at the same time all the rights of conversion into shares carried by the respective Company Securities (which for purposes of their participation in the Public Tender Offer shall be accelerated), and shall, when applicable (e.g., under a call option) pay the applicable strike prices on the closing date of the Public Tender Offer. III.b.7) Once the Public Tender Offer process has ended, the Offeror may consummate the Prior Agreement, if any and provided that any shares included in such Prior Agreement have not been offered under the Public Tender Offer, whichever the number of shares and/or securities that the Offeror may have acquired under the Public Tender Offer. III. c) Rate of Exchange. For all purposes under this Section, where a Peso denominated amount is to be translated into U.S. Dollars and vice versa, such translation shall be made at the selling exchange rate published by Banco Nación at closing on the business day immediately preceding each date on which the respective translation must be made, provided that, in case there is more than one existing exchange rate, the exchange rate applicable to financial transactions shall be used. III. d) Result of the PTO: Within forty eight business hours after the expiration of the effective term of the Public Tender Offer, or at the time of any notices to be given pursuant to the rules of the Argentine Securities Commission, the Offer shall give the Company self-authentic notice of the acceptances it has received and the number of shares and/or Company Securities involved therein. The Board of Directors shall make such information available to the shareholders and holders of Company Securities at the Company’s registered office and publish such information for one (1) day in the same media detailed in item III.b.2 of this Section. III. e) Additional Period: The Offeror shall grant an additional period of not less than five (5) days and not more than ten (10) days, counted as from the publication of the result of the Public Tender Offer contemplated in item III. d) above (the “Additional Period”), so that any shareholders who have not accepted the offer during the Initial Period may be able to do so within the Additional Period by the same procedures and pursuant to terms identical terms to those applicable to the holders that submitted their respective acceptances during the Initial Period. III. f) The Offeror shall acquire and pay the price for the acquisition of all the shares offered during the Initial Period and the Additional Period within five days after the expiration of each such period. IV) Related transactions: Any merger, consolidation or other business combination having substantially the same effects (a “Related Transaction”), involving the Company and any other person (an “Interested Shareholder”) that has previously made an Acquisition of Control, or having for the Interested Shareholder the effect of an Acquisition of Control, shall solely be carried out if the consideration to be received by each shareholder of the Company pursuant to such Related Transaction is equal for all the shareholders and not less, in U.S. Dollars, than the higher of: (i) the price of each share of the Company in U.S. Dollars as determined on the basis of a valuation of the Company’s shareholders’ equity by an independent investment bank of international renown. Such valuation shall contemplate the increase of the Company’s capital stock resulting from the exercise of the conversion rights carried by the Company Securities and shall be made on the basis of the most recent balance sheet approved by the Company; (ii) one hundred thirty five per cent (135%) of the subscription price in U.S. Dollars, as of the date of subscription of the Company shares issued as a result of a capital increase during the twenty four month period immediately preceding the day of the Notice of Public Tender Offer or the announcement of the Related Transaction, if applicable, adjusted for any equity spin-off, stock dividend, change in the nominal value of shares, reduction of capital, capitalization of profits, reserves, accounting adjustments or other special reserves recorded in the balance sheet and other corporate transactions pursuant to which bonus shares and/or Company Securities are delivered; (iii) one hundred thirty five per cent (135%) of the weighted average quoted price in U.S. dollars (at closing) of the shares and/or global depositary receipts (Global Depositary Receipts or American Depositary Receipts) of the Company during the one hundred twenty day period immediately preceding the Notice of Public Tender Offer or the announcement of the Related Transaction, if applicable, in the Buenos Aires Stock Exchange and the New York Stock Exchange, and any other stock exchange or securities market on which the shares and Company Securities may be listed, adjusted for any equity spin-off, stock dividend, change in the nominal value of shares, reduction of capital, capitalization of profits, reserves, accounting adjustments or other special reserves recorded in the balance sheet and other corporate transactions pursuant to which bonus shares and/or Company Securities are delivered; and (iv) the higher price per share or Company Security in U.S. Dollars paid by or on behalf of the Offeror in relation to any acquisition of shares and/or Company Securities within the two year period immediately prior to the notice of Acquisition of Control, adjusted for any equity spin-off, stock dividend, change in the nominal value of shares, reduction of capital, capitalization of profits, reserves, accounting adjustments or other special reserves recorded in the balance sheet and other corporate transactions pursuant to which bonus shares and/or Company Securities are delivered; V) Infringement of this Section: Any acquisitions made in violation of the provisions of this section shall be unenforceable as against the Company and shall not be registered in the stock ledger, whether this ledger is kept by the Company or a third party. In the latter event, the relevant registrations shall solely be made once the Board of Directors gives the entity in charge of the register self-authentic notice that the procedure has been completed and that all applicable provisions have been observed. Irrespective of the foregoing, any shares acquired in violation of the provisions of this Section, including if they are registered, shall not be entitled to political or equity rights until such time as the circumstances relating to the acquisition thereof has been duly regularized and shall not be computed for purposes of determining whether the quorum requirement has been satisfied at Company’s Shareholders’ Meetings.