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Exhibit T3B (1)
[Stamps and signatures illegible] [Stamp:] GENERAL OFFICE OF
NOTARY PUBLIC OF THE
NATIONAL GOVERNMENT
GENERAL NOTARIAL RECORD BOOK
ORGANIZATION OF CORPORATION--CORPORATE BYLAWS OF CENTRAL TERMICA GUEMES,
SOCIEDAD ANONIMA. DOCUMENT NUMBER: ONE HUNDRED TWENTY-FOUR.
In the City of Buenos Aires, capital of the Republic of Argentina, on July 27,
1992, the following persons appeared before me, Chief Notary of the Notarial
Register of the National Government, identifying themselves and presenting
their personal information as indicated below: Carlos Manuel Bastos, Secretary
of Electrical Energy of the Ministry of Economy and Public Works and Services,
married, Argentine, age 42, bearing National Identity Card No. 8.009.192,
domiciled at Avenida Julio A. Roca No. 651, second floor, in this capital city,
whose identity and renown in his position I hereby certify; and Harold Hector
Grisanti, married, Argentine, age 46, businessman, bearing Voter and Draft
Registration Card No. 7.600.541, legally domiciled at Avenida Leandro N. Alem
No. 1134 in this capital city. I hereby deem the parties appearing to have the
capacity to execute this document. I hereby certify that I know them in
accordance with Article 1001 of the Civil Code because I have set forth their
identity information above. Haroldo Hector Grisanti appears on behalf and in
representation of the Estado Nacional Argentino Agua y Energia Electrica
Sociedad del Estado [Argentine National Government Water and Electrical Energy,
State-owned Corporation], with its legal domicile at Avenida
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Leandro N. Alem No. 1134 in this capital city, in his capacity as auditor
thereof, which capacity shall be substantiated at the end of this document. In
the capacities specified above, Carlos Manuel Bastos and Haroldo Hector Grisanti
declare the following: I) In accordance with Decree No. 509 of March 25, 1992
and the provisions cited therein, they appear here today to organize a
corporation pursuant to Law No. 23,696, its Regulatory Decree No. 1105 of
October 20, 1989, Law No. 24,005 and Decrees 2074 of October 3, 1990 and 2408 of
November 12, 1991, as well as Resolution S.E.E. No. 99 of June 5, 1992 and Annex
I thereof, by means of this instrument. To this end, they hereby request that I
make a notarial record of the Corporate Bylaws Of Central Termica Guemes
Sociedad Anonima, approved by the aforementioned resolution and annex,
photocopies of which are attached hereto and which read as follows: "... Buenos
Aires, June 5, 1992. Having reviewed Decree No. 509 of March 26, 1992, and
considering that the act enabling the execution of the privatization of the
electrical energy generation activities performed by Agua y Energia Electrica
Sociedad del Estado [Water and Electrical Energy, State-owned Corporation] has
been passed; the characteristics of the energy generating entity identified as
"CENTRAL TERMICA GUEMES" determine its organization as a business entity;
therefore,
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it is proper for this Ministry to exercise the powers delegated to it by the
aforementioned decree for purposes of defining the manner in which it shall be
privatized. The Ministry of Electrical Energy is authorized to pass this act by
virtue of the provisions of Resolution No. 857 of August 12, 1991 and Article 18
of Decree No. 509 of March 26, 1992. Therefore, the Secretary of Electrical
Energy hereby resolves as follows: Article 1. It is hereby determined that
"Central Termica Guemes de Agua y Energia Electrica Sociedad del Estado"
constitutes a business entity. Article 2. For purposes of the privatization of
the thermal generation activities performed by the business entity defined in
the foregoing article, the corporation Central Termica Guemes Sociedad Anonima
is hereby organized and its bylaws are hereby approved, which bylaws are
attached hereto as Annex I and form an integral part hereof. Article 3. It is
hereby determined that the company whose organization is provided for in Article
2 hereof shall be governed by this resolution, its respective bylaws, and
Chapter II, Section V, Articles 163-307 and concordant provisions of Law No.
19,550 (1984 amended text). Its shares of stock shall be registered and non-
negotiable. One thousand one hundred and ninety-nine (1,199) shares shall
pertain to Agua y Energia Electrica Sociedad del Estado, and one (1) share shall
pertain
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to the National Government until the corporation is effectively transferred to
the private sector.
This Ministry shall be the holder of the National Government's block of shares
and shall exercise the corporate rights resulting therefrom. During the period
indicated in the foregoing paragraph, the Sindicatura General de Empresas
Publicas [General Shareholder Trustees' Office for Public Sector Companies] or
its successor shall be responsible for supervising the corporation's acts.
Article 4. For purposes of registration, the articles of incorporation and the
bylaws of Central Termica Guemes Sociedad Anonima, as well as all other
necessary acts shall be put into the form of a notarial instrument by the
General Notarial Office of the National Government, free of charge, in
accordance with Article 4 of Decree No. 509/92. The Undersecretary of Electrical
Energy and the Auditor of Agua y Energia Electrica Sociedad del Estado and/or
any officers designated thereby shall be authorized to sign the corresponding
[illegible] and subscribe and pay for the initial capital on behalf of the
bodies they represent and shall be authorized to carry out all acts necessary
for the organization and initial operation of the corporation specified in the
foregoing paragraph. Article 5. The present act shall be registered with the
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Corporate Records Office and other relevant public registries. For this purpose,
this act shall be published in the Official Gazette in conjunction with the
publication provided for in Article 10 of Law No. 19,550 (1984 amended text), in
accordance with Article 5 of Decree No. 509/92. The auditor at Agua y Energia
Electrica Sociedad del Estado and/or any officer designated by said auditor
shall be authorized for these purposes. Article 6. The economic/financial
performance resulting from the management of the assets that shall be
transferred to the corporation being organized by means of this act shall
pertain to Agua y Energia Electrica Sociedad del Estado until the moment at
which the percentage of the block of shares corresponding to said corporation is
effectively transferred to the private sector in accordance with Article 6 of
Decree No. 509/92. For purposes of the provisions of the foregoing paragraph, it
shall be understood that the transfer shall be effected at the moment at which
the parties who become the successful bidders of the majority block of shares of
said corporation (as a result of the bidding process to be effected for purposes
of the corporation's privatization) have effected the payment of the part of the
price indicated by the corresponding Specification of Bases and Conditions in
cash, established the guarantee for the part of the price that is to be put in
the form of public debt certificates,
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taken possession of the assets corresponding to the corporation, signed the
Share Purchase Agreement and other documentation associated with said
transaction, and assumed the new corporate powers. Article 7. During the
transitional period and until the moment at which the percentage of the block of
shares that is subject to bidding is effectively transferred to the private
sector, the Board of Directors of the corporation being organized by means of
the present act shall be under the supervision of the auditor and assistant
auditor at Agua y Energia Electrica Sociedad del Estado. Said auditor and
assistant auditor shall assume the offices of chairman and vice-chairman,
respectively, and shall render an accounting of the corporation's acts before
this Ministry, which is the body that shall exercise the functions corresponding
to the shareholders' meetings in accordance with Article 7 of Decree No. 509/92.
During the period described in the foregoing paragraph, the Auditing Committee
shall be made up of one (1) chief auditor and one (1) alternate, both of whom
shall be appointed by the Sindicatura General de Empresas Publicas. Article 8.
With respect to the operation of the corporation being organized by means of
this act, the following special rules shall apply during the transitional
period described in the penultimate paragraph: a) Only the chairman and vice-
chairman of the Board of Directors shall be appointed
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as official directors, and no alternate directors shall be appointed; b) The
compensation of the chairman and vice-chairman of the Board of Directors shall
only be that compensation which they already receive by virtue of their
positions as public officials, in accordance with Law No. 22,790; c) The
directors shall not establish the guarantee specified in the corporation's
bylaws. Article 9. The bicameral committee created by Article 14 of Law No.
23,696 shall be notified hereof. Article 10. The present act shall become
effective as of the date on which it is passed. Article 11. This act shall be
registered, reported, published, given to the National Official Records Service,
and filed. Resolution S.E.E. No. 99. Carlos Manuel Bastos. Carlos Manuel Bastos,
Secretary of Electrical Energy. Annex I. Corporate Bylaws of Central Termica
Guemes.
One: Name and domicile: The name of the corporation is Central Termica Guemes,
S.A. Its domicile is in the city of Buenos Aires. The corporation shall be
entitled to establish branch offices, local offices, as well as other offices
and agencies in any part of the Republic or abroad. Two: Duration: The
corporation shall have a duration expiring on February 28, 2092; this term may
be extended by resolution of the shareholders' meeting. Three: The purpose of
the corporation is the exploitation of electrical power plants and the mass
commercialization
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thereof, subject to the terms and limitations provided by Laws 15,336 as well as
Law 24,065, and other relevant regulations and standards. Four: Authorized acts:
In order to achieve its corporate purpose, the corporation shall be authorized
to effect all types of legal acts associated directly or indirectly with its
corporate purpose and shall not be subject to any other restrictions than those
arising from these bylaws or the law. Nevertheless, the corporation shall be
expressly prohibited from issuing guarantees or committing its assets to any
third parties. Five: Capital stock: The capital stock is fixed at twelve
thousand pesos (12,000 pesos), represented by one thousand two hundred (1,200)
shares of common stock, each having a par value of ten pesos (10 pesos) and
granting the holder one (1) vote. Said shares have been fully subscribed and
paid in cash as follows: A) eleven thousand, nine hundred and ninety pesos
(11,990 pesos) by Agua y Energia Sociedad del Estado; and B) ten pesos (10
pesos) through the National Government through the Secretariat of Electrical
Energy of the Ministry of Economy and Public Works and Services, by means of one
class "A" share. Six: Shares. Classes: The shares shall be divided into the
following classes: 1) Class "A" shares, equivalent to sixty percent (60%) of the
capital stock. Said shares shall always be registered shares and shall not be
negotiable. During the first five (5) years of the corporation, said shares may
only be transferred, either in full or in part, under penalty of invalidity,
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subject to the prior approval of the Electrical Energy Regulatory Agency, and in
conformity with the legal requirements of the transfer agreement specified in
the Civil Code. The stubs pertaining to such transferred shares shall remain
with the certificates representing said shares; 2) Class "B" shares, equivalent
to thirty percent (30%) of the capital stock. Said shares shall be registered,
non-negotiable shares, documented in the form of certificates or book entries,
and shall be shares of common or preferred stock. Shares of preferred stock
shall be entitled to a dividend payment, preferably cumulative, depending on the
conditions of their issue. An additional interest in the net profits and
realized profits may be established for said shares, and they may or may not be
given priority in the reimbursement of capital if the corporation is liquidated.
Preferred shares shall grant the holder a right to one vote per share or shall
be issued without said right, except with respect to the subjects included in
paragraph 4 of Article 244 of Law 19,550. Preferred shares shall participate in
the plow back of revaluation balances if the conditions of issue so specify or
the law so provides. 3) Class "C": The remaining ten percent (10%) shall be
earmarked for the Participating Property Program and shall comply with the
provisions of Chapter III of Law No. 23,696. Shares of this type shall make up
Class "C." Certificates representing more than one share may be issued. The
capital stock may be increased by resolution of the shareholders'
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meeting in accordance with Article 188 of Law No. 19,550 (1984 amended text).
The shareholders' meeting may delegate to the Board of Directors any decisions
associated with the time of the issue and the form and conditions of payment.
Any increase or decrease in the capital stock that is effected shall maintain
the proportions these bylaws have established among the various classes of
shares. The holders of shares of common stock shall have a preemptive right to
subscribe new issues of shares of the same class and the right to increase their
ownership interest in proportion to their respective shareholding. The
corporation shall offer new shares to the shareholders, who shall be entitled to
exercise their preemptive rights in accordance with Article 194 of Law No.
19,550 (1984 amended text). When shares of preferred stock are issued, the
preemptive rights of holders of said shares shall be subject to the limitations
of the subscription agreement, in accordance with the last paragraph of the
aforementioned article. Seven: Loans: In order to satisfy any extraordinary
requirements imposed by the exploitation for which it is responsible, the
corporation may contract for loans, both government and private, within the
country or abroad, via the issue of negotiable debentures or bonds. The decision
to contract for loans shall be up to the shareholders' meeting. Eight:
Management: The corporation shall be managed by a Board of Directors made up of
three (3) to fifteen (15) members, whose number
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shall be established by the shareholders' meeting at which said directors are
appointed. Each shareholder class shall appoint a number of directors in
proportion to the capital stock that said class represents, but no fewer than
one, in accordance with Article 262 of Law No. 19,550 (1984 amended text). An
equal number of alternate directors shall also be appointed by share class. In
case of a temporary or permanent vacancy, said alternate directors shall replace
official directors appointed by the same class. Upon appointing alternate
directors, the shareholder classes shall determine the order in which said
alternates shall replace the official directors. In no case shall the
shareholders' meeting be authorized to elect a number of directors that prevents
any class from appointing at least one director. Directors shall serve for a
term of office of two (2) years but shall continue to perform their duties until
they are replaced by the shareholders' meeting or reelected under the conditions
indicated in this article. Nine: Appointment of directors by the Office of
Shareholder Trustees: In case of a temporary or permanent vacancy in which there
are no alternate directors to admit to the Board of Directors, the Office of
Shareholder Trustees shall be authorized to appoint [illegible] shall be valid
until the first shareholders' meeting, in accordance with the provisions of
paragraph 2 of Article 258 of Law No. 19,550 (1984 amended text). Ten: Bond:
Each director shall post the following bond: one thousand pesos (1,000 pesos) in
cash or the equivalent in government securities, which shall remain deposited
with the corporation up to thirty (30) days following the date on which the
director in question is approved. Eleven: Appointment of the Chairman and Vice
Chairman. Operation. Convocation. Compensation. At their first meeting after the
Shareholders Meeting, the directors must appoint a Chairman and Vice Chairman;
the latter will replace the former in the event of absence or impediment. The
appearance of the
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vice chairman at any of the administrative, judicial or
corporate activities requiring the chairman's presence shall imply the
chairman's absence or impediment and shall be binding on the corporation,
without need for any communication or justification whatsoever. The Board of
Directors shall meet at least every TWO (2) months. It shall also meet when
convoked by the chairman of the Board of Directors or his statutory replacement,
or by any director or by the chairman of the Audit Committee. The Board of
Directors shall be in valid session with the presence of an absolute majority of
its members and shall take resolutions by majority of votes present. The
Shareholders Meeting shall determine the compensation of the directors. Twelve:
Responsibilities of the Board of Directors. The Board of Directors is broadly
authorized to administer all corporate assets and to execute and resolve acts
and agreements inherent to the corporate objective, including those listed in
Article 1881 of the Civil Code and Article
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9 of Decree-Law No. 5965/63. Excepted from this provision are acts which,
pursuant to these bylaws or the law, correspond to other corporate bodies. The
following are included among its responsibilities: a) to appoint managers and
employees, to assign their compensation, to dismiss them and to give them such
authority as it deems appropriate; b) to propose, accept or reject the
businesses corresponding to the corporation's day-to-day activities, to this end
fulfilling such agreements as may be necessary. It may also engage in all types
of banking activities with public or private entities, with the exception of
those reserved to the Shareholders Meeting pursuant to Article 7 of this
document; c) to appoint corporate agents both in the Republic and abroad, as
well as representatives with such authority as may be necessary or appropriate
for any task, issue or act. The Board of Directors may also create, restructure
or eliminate corporate offices or facilities of any kind, to the extent that
they contribute to achieving the corporate objectives; d) to submit corporate
issues of litigation to the jurisdiction of the judicial or arbitration courts,
domestic or foreign, depending upon the issue in question, with a view to
fulfilling and ensuring the fulfillment of the Corporate Bylaws and the
resolutions of the Shareholders Meetings; f) to monitor compliance with its own
resolutions; g) the corporate signature shall be the joint responsibility of the
Chairman and Vice Chairman, or of their
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alternates, or of such party or parties as the Board of Directors may appoint on
a general or specific basis. For purposes of issuing and endorsing memoranda,
the signature of the Chairman, Vice Chairman or an individual authorized thereby
shall be equally sufficient; h) legal representation of the corporation shall be
the responsibility of the Chairman and Vice Chairman jointly, or their
replacements. The authority to respond to interrogatories in administrative or
arbitration proceedings shall correspond to the chairman, the vice chairman or
to such party or parties as may be appointed by the Board of Directors on a
general or specific basis; i) to establish the Executive Committee in accordance
with the provisions set forth in Article 13 of these Bylaws; j) to engage with
third parties in the creation of temporary joint ventures of companies or
cooperating groups of companies, participate in the representative function, and
provide for any changes in agreements, as well as their dissolution and
liquidation; k) to decree its own internal regulations. Thirteen: Executive
Committee. The Board of Directors may establish an Executive Committee
comprising THREE (3) directors. Such Committee shall be responsible for
management of the day-to-day business and shall supervise the normal performance
of the corporate activities, reporting to the Chairman when so required. The
Board of Directors may expand the authority of the Committee, granting it
authority pursuant to the preceding article. Fourteen: Shareholder Trustee.
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The Ordinary Shareholders Meeting shall appoint THREE (3) acting shareholder
trustees [sindicos] who will act jointly under the name "Oversight Committee."
This Committee shall be in valid session with the presence of its THREE (3)
members and shall adopt resolutions with a favorable vote of at least TWO (2) of
its members, notwithstanding such rights and obligations as the Law provides for
dissidents. Alternate shareholder trustees shall be elected in a number equal to
that of the acting trustees. Shareholder Trustees shall remain in office for TWO
(2) years, and may be reelected. They shall have such authority and obligations
as are provided for in Article 294 of Law No. 19,550 (Ordered Text 1984). Such
resolutions as this entity adopts shall be recorded in a Book of Minutes to be
maintained for this purpose. Class "C" shares shall be entitled to appoint one
acting shareholder trustee and one alternate shareholder trustee. Fifteen:
Shareholder meetings. In order to attend Shareholder Meetings, shareholders must
submit to the Corporation, no less than THREE (3) business days in advance of
the scheduled date, proof of a registered stock account released for this
purpose by a bank, securities house or other authorized institution, for
recording in the Shareholder Meeting attendance registration book. The
corporation shall issue the necessary receipt vouchers, which shall be used to
gain admittance to the assembly. The holders of registered or script shares, the
records of whom are maintained
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by the corporation itself, shall be exempted from the aforementioned
obligations, but communications must be passed in order for them to be
registered in the attendance book within the same period. Sixteen: Chairman of
the Shareholders Meeting. The Shareholders Meeting shall be chaired by the
Chairman of the Board of Directors or his alternate, and in his absence, by such
individual as may be appointed by the Shareholders Meeting. When such Meeting is
convoked by a judge or the oversight authority, it shall be chaired by such
officer as they shall appoint. Seventeen. Convocation. Shareholders Meetings,
both ordinary and extraordinary, shall be convoked in the form provided for by
Article 237 of Law No. 19,550 (Ordered Text of 1984). For the first convocation,
notices shall be published for FIVE (5) days, at least TEN (10) days and no more
than THIRTY (30) days in advance. Shareholders Meetings on the second
convocation must be held within THIRTY (30) days after the failure of the first,
and publication shall be made for THREE (3) days, EIGHT (8) DAYS [illegible
line...] without publication of convocation when shareholders representing the
entire capital stock are present, if the decisions are adopted unanimously by
shares with voting rights. Ordinary Shareholders Meetings shall be subject to a
quorum on the first convocation with the presence of shareholders representing a
majority of the shares
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with voting rights, and on the second convocation regardless of the number of
shares present. Resolutions in both cases shall be taken by an absolute majority
of votes present. For the specific events listed in paragraph two, article 244
of Law No. 19,550 (Ordered Text of 1984), a favorable vote of SEVENTY PERCENT
(70%) of shares with voting rights shall be required for both the first and the
second convocation. When the Shareholders Meeting is required to adopt
resolutions affecting a class of shares or bonds, it shall require the consent
or ratification of that class or of bondholders, expressed [at] the special
shareholders meeting in accordance with the regulations established for
extraordinary meetings. Eighteen: Representation of shareholders. Shareholders
may be represented at Shareholder Meetings through a power-of-attorney letter on
a private instrument with signatures certified by a court official, notary or
bank official. Nineteen: Fiscal year. Reserves. Compensation of directors. The
fiscal year shall end on December 31 of each year. On that date account
statements shall be prepared in accordance with the legal provisions in effect
and technical standards governing the matter. Realized and net earnings shall be
allocated as follows: a) From FIVE PERCENT (5%) to TWENTY PERCENT (20%) of the
capital stock to the Legal Reserve fund; b) to compensation of the Board
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of Directors and the Oversight Committee, as the case may be; c) to the payment
of dividends corresponding to profit-sharing bonds for personnel; d) to
voluntary reserves or provisions that the Assembly resolves to establish; e)
such remainder as is left shall be distributed as a dividend to shareholders,
regardless of their class. The Board of Directors shall be compensated from
General Expenses or from realized and net earnings for the fiscal year in which
they accrue, as resolved by the Shareholders Meeting and to the extent that it
so provides. The compensation of any member of the Board of Directors appointed
thereby in order to exercise executive duties must be allocated to General
Expenses for the period when it accrued, and it must be brought to the attention
of the Shareholders Meeting for consideration. The maximum compensation which
directors may receive for any reason, including wages and other compensation for
performing technical - administrative duties of a permanent nature, may not
exceed TWENTY-FIVE PERCENT (25%) of earnings and must correspond to the other
conditions and limitations established by current law. In the event that the
exercise of special assignments or technical - administrative duties of a
permanent nature by one or more directors in the face of reduced or non-existent
earnings imposes the need to
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exceed the pre-set limits, such excess compensation may only be paid out if
explicitly agreed to by the Shareholders Meeting, to which end the issue must be
included as one of the points on the agenda. Twenty: Liquidation. Upon
expiration of the term for which the corporation was created, or in the event of
early dissolution, the Extraordinary General Assembly shall determine the means
of liquidation and shall appoint ONE (1) or several receivers and shareholder
trustees who shall have such authorities and duties as are established in
Articles 102 and similar articles of Law No. 19,550 (Ordered Text of 1984).
Twenty-one: Compensation to receivers and shareholder trustees. The General
Assembly shall set the compensation for receivers and shareholder trustees.
Twenty-two: Profit-sharing bonds. The Corporation shall issue in favor of its
full-time employees, regardless of rank, personnel profit-sharing bonds pursuant
to Article 230 of Law No. 19,550 (Ordered Text of 1984). By this means, ONE-HALF
PERCENT (0.5%) of net earnings for the year shall be distributed among all
employees. To this end, the proportions indicated in Article 29 of Law No.
23,696 shall be applied. The profit share from the bonds shall be paid at the
same time as the dividends are paid to shareholders. Instruments representing
the profit-sharing bonds
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for personnel shall be personal and non-transferable and their ownership shall
be cancelled upon termination of the employment relationship, regardless of
cause. Cancellation shall not entitle the other holders of profit-sharing bonds
to receive increased proportions of payouts. The Corporation shall issue a
numbered card in the name of each holder, specifying the quantity of bonds
corresponding thereto. The instrument shall be a necessary document for
exercising the bondholder's right. Such document shall contain a record of each
payment. The conditions for issuing the bonds may only be amended by a Special
Shareholders meeting convoked pursuant to articles 237 and 250 of Law No. 19,550
(Ordered Text of 1984). The profit shares for bondholders shall be calculated as
an expense and payable under the same conditions as the dividend. Twenty-three:
Transitory clauses. During the validity of the Shared Ownership Program: 1) the
corporate objective may not be changed, and 2) The proportions among shares may
not be changed except in accordance with the provisions contained in such
Program. Twenty-four: Transitory Clause. Continuation: So long as AGUA Y ENERGIA
ELECTRICA SOCIEDAD DEL ESTADO is the owner of the class "C" shares it shall be
entitled to appoint one acting shareholder trustee and one alternate in
representation of such class. Such appointments shall be the responsibility of
the individuals nominated by the GENERAL PUBLIC ENTERPRISES UNION
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or by such entity as may replace it in the future. This is an accurate and
complete copy, to which I attest. II) SUBSCRIPTION AND INTEGRATION STRUCTURE:
The capital stock has been set at a total of TWELVE THOUSAND PESOS ($12,000),
represented by ONE THOUSAND, TWO HUNDRED (1,200) common shares with par value of
TEN PESOS ($10), each with the right to vote, subscribed and paid-in in their
entirety in cash: A) by AGUA Y ENERGIA SOCIEDAD DEL ESTADO: ELEVEN THOUSAND,
NINE HUNDRED NINETY PESOS ($11,990); and b) by the ARGENTINE NATIONAL STATE,
through the MINISTRY OF ECONOMICS AND PUBLIC WORKS AND SERVICES' ELECTRICAL
POWER SECRETARIAT, TEN PESOS ($10) through a single class "A" share. III)
ADMINISTRATION AND OVERSIGHT BODY: The following are appointed to comprise the
Board of Directors: CHAIRMAN: Mr. Haroldo Hector GRISANTI; VICE CHAIRMAN: Dr.
Alfredo Jose CASTANON; ACTING SHAREHOLDER TRUSTEE: Accountant Carlos Alberto
OLIVA; ALTERNATE SHAREHOLDER TRUSTEE: Account Hector Alejandro FERNANDEZ. IV)
CORPORATE HEAD OFFICE: With the agreement of the Board of Directors, the
corporate head office shall be established at Avenida Leandro N. Alem, number
[illegible line...] confers special POWER OF ATTORNEY on Drs. Miguel Eduardo
RUBIN (National Identification Document No. 8,208,545); Roberto Enrique LUQUI
(National Identification Document No. 4,183,544); Martin YMAZ (National
Identification Document No. 16,345,645) and Alfredo Jose CASTANON (National
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Identification Document No. 10,625,551), such that any of them might separately
undertake such tasks as will contribute to obtaining the consent of the
authorities overseeing the establishment of the corporation, as well as its
registration on the Public Commercial Registry or wheresoever it may be
appropriate, sign the corporate books, deposit and withdraw the funds deposited
upon the incorporation of the subscribed capital, from Banco de la Nacion
Argentina, and perform all registrations with the General Tax Office as may be
necessary for THIS PURPOSE; they are authorized to accept and propose any
amendment to the articles of incorporation and the bylaws, including the
corporate name and the appointment of directors, which the authorities with
jurisdiction or the representatives deem appropriate or necessary, to sign
complementary, corrective or clarifying documents corresponding to the public or
private instruments that have been granted, to appear before the General Justice
Inspectorate and any other administrative or judicial authorities of this
Republic, whether national, provincial or municipal, for issues related to the
corporate organization, to submit requests and other documents, to appeal and
waive such right, to file appeals pursuant to article 169 of law 19,550 and to
exercise any other legal recourse or public decree, make and withdraw deposits
of funds, pay fees and request
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payment receipts and undertake any measures and tasks that may be relevant to
the objective of this power of attorney. VI) ACCEPTANCE OF RESPONSIBILITIES:
Present: Mr. Haroldo Hector GRISANTI, an Argentine citizen, married, 46 years of
age, business owner, with Electoral Booklet No. 7,600,541, residing at Avenida
Leandro N. Alem No. 1134 of this Capital; Mr. Alfredo Jose CASTANON, an
Argentine citizen, married, 39 years of age, an attorney, with National
Identification Document No. 10,625,551, residing at Avenida Rivadavia No. 2057,
Sixth Floor, of this Capital; Dr. Carlos Alberto OLIVA, an Argentine citizen,
married, 46 years of age, a national public accountant, with Electoral Booklet
No. 4,546,047, residing at calle Arenales No. 1549, Moron, Province of Buenos
Aires; and Dr. Hector Alejandro FERNANDEZ, an Argentine citizen, married, 59
years of age, a national public accountant, with Electoral Booklet No.
4,093,126, residing at calle Monsenor Larumbe No. 611, Martinez, Province of
Buenos Aires, WHO SAY: That they accept the responsibilities conferred on them
by the Board of Directors. I HEREBY CONFIRM that this document was drafted in
complete conformance with S.E.E. Resolution No. 99/92 and with the information
provided by the appearing parties. REPRESENTATION: The representation claimed by
Engineer Carlos Manuel [illegible] is justified under National Executive Branch
Decree No. 2633 of December 12, 1991; and the representation claimed
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by Mr. Haroldo Hector Grisanti is attested to by: a) National Executive Branch
Decree No. 2576 of December 5, 1991, which was published in the Official
Bulletin dated December 18, 1991, which appoints him to the position in
question, as stated in the photocopy attached to the document granted in this
same Registration, on page 35, current Protocol; and b) the Corporate Bylaws of
Agua y Energia Electrica Sociedad del Estado, recorded as a public document by
the awardee on February 2, 1978, in this same Registry on page 87 and registered
on the National First District Commercial Court Registry on March 20, 1978,
under Book 87, Volume A, number 554 of Corporate Bylaws. I HAVE READ this
document to the appearing parties who so grant and sign in my presence, to which
I attest. [illegible handwriting]
<PAGE>
[blank page containing several signatures and illegible notary-type seals]
<PAGE>
CONSISTENT with the master copy, which I personally viewed on page five hundred
eighty-four of the National State Notary Registry, for which I am responsible.
For CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA, I hereby issue this first copy in
three pages, which I sign and seal in the place and on the date of its granting.
[signature]
[stamp] Office of the Federal Notary
Horacio A. D'Albora
Licensed Notary
<PAGE>
GENERAL JUSTICE INSPECTORATE PAGE:
Process Description Process No.
00290 ESTABLISHMENT OF ORDINARY PROCESS
Series No. 1562323
Corporation CENTRAL TERMICA GUEMES
Previously:
Registered with this Registry under number 2894 of book 111, volume A
of SA
document(s) 124 and 218
and/or private instruments:
Buenos Aires, [illegible date]
[illegible seal and signature]
<PAGE>
[several illegible seals]
<PAGE>
[several illegible seals and stamps]
I CERTIFY that the twenty-eight (28) preceding photocopies are true and accurate
-----------------
copies of the original, which I have before me, to which I attest.
Salta, August 10, 2000
---------------
<PAGE>
[seals]
PROVINCE OF SALTA
ASSOCIATION OF NOTARIES
NOTARIZATIONS
THE ASSOCIATION OF NOTARIES OF THE PROVINCE OF SALTA, REPUBLIC OF ARGENTINA, BY
VIRTUE OF THE AUTHORITY VESTED THEREIN BY LAW No. 5343
CERTIFIES
THAT THE SIGNATURE AND SEAL OF NOTARY [illeg. name]
AS CONTAINED ON THE ATTACHED DOCUMENT BEARING
NOTARIZATION No. A 00024380
ARE AUTHENTIC
August 11, 2000
This notarization does not apply to the content and form of the document itself
[several illeg. seals and signature]
