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EXHIBIT T3B(2)
[illegible stamps]
HORACIO [ILLEGIBLE]
LICENSED NOTARY
REFORM OF [ILLEGIBLE] CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA. - RECORD NUMBER
TWO HUNDRED EIGHTEEN. - In the city of Buenos Aires, capital of the Argentine
Republic, on the eighth day of September of nineteen hundred and ninety-two,
before me, a licensed notary enrolled in the Federal Notary Register, APPEARED
the person who is identified below as stated by his personal data: Doctor
Alfredo Jose CASTANON, married, an Argentine citizen, with National
Identification Card Number 10.625.551, with legal address at Avenida Leandro N.
Alem number 1134, Ninth Floor, in this city. - I believe the party appearing has
the legal capacity to make this record. I hereby attest to this under the terms
of Article 1001 of the Civil Code, having determined his identity. - He is
APPEARING on behalf of the CENTRAL TERMICA GUEMES S.A., with main offices
located at Avenida Leandro N. Alem number 1134, Ninth Floor, in this city, in
his capacity as Vice President for the company, which is verified at the end of
this document, and he hereby STATES: that in compliance with the provisions set
forth in the Bylaws, he is appearing to officially record the amendments
introduced in Article Three of Energy Department Resolution Number 99 dated July
5, 1992, and Articles Five, Six, Eight, Fourteen and Twenty-Four of the Bylaws,
as provided by
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Resolutions number 133, 145 and 153 recorded by the Energy Secretary on July 29,
1992, August 12, 1992 and August 14, 1992, which read as follows: BUENOS AIRES,
JULY 29, 1992, IN LIGHT OF the provisions in Decree No. 509 dated March 26, 1992
and Energy Department Resolution No. 99 dated June 5, 1992, and WHEREAS: This
Department has exercised the powers delegated it in Decree No. 509 dated March
26, 1992, determining that the STATE-OWNED WATER AND POWER PLANT, the "Central
Termica Guemes," is an independently-run business, and providing for the
establishment of a corporation known as the CENTRAL TERMICA GUEMES SOCIEDAD
ANONIMA, and approving its Corporate Bylaws by means of Energy Department
Resolution No. 99/92. - It has become necessary to amend the above Bylaws for
the purpose of harmonizing the corporation rules for all the companies it
controls, as a result of the process of privatization underway in the energy
industry, to ensure that the criteria governing them is consistent. - It is
appropriate that exercise of the corporate rights for actions remaining in the
privatization be centralized in a single government agency until such exercise
is transferred through the public offering of securities or through the final
arrangement of an Employee Stock Options Plan.-
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To whatever extent is deemed fit, to adopt the criteria followed for the
companies CENTRAL PUERTO SOCIEDAD ANONIMA and CENTRAL COSTANERA SOCIEDAD
ANONIMA, incorporated as part of the privatization of thermal generation
activities controlled by SERVICIOS ELECTRICOS DEL GRAN BUENOS AIRES SOCIEDAD
ANONIMA. - The DEPARTMENT OF ENERGY is authorized to issue this document under
the provisions of Article 1 of Decree No. 509 dated March 26, 1992. - To this
end, the Energy Secretary hereby resolves: ARTICLE 1: - Replace paragraph two of
Article 3 in Energy Department Resolution No. 99 dated June 5, 1992 with the
following text: "The shares in CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA shall be
registered and negotiable, with NINETY-NINE PER CENT (99%) of its capital to be
owned by the FEDERAL GOVERNMENT and ONE PER CENT (1%) to be owned by AGUA Y
ENERGIA ELECTRICA SOCIEDAD DEL ESTADO, until such time as they are effectively
transferred to the private sector." - ARTICLE 2 - Replace Article Five of the
Corporate Bylaws of CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA with the following
text: " Five: Capital Stock: Initial capital stock shall be in the amount of
TWELVE THOUSAND PESOS (A$ 12,000), represented by SIX THOUSAND ONE HUNDRED
TWENTY (6,120) registered and negotiable shares of Class A common stock, each
having a par value of ONE (1) PESO, and with the right
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to ONE (1) vote per share, FOUR THOUSAND SIX HUNDRED EIGHTY (4,680) registered
and negotiable shares of Class B common stock, each having a par value of ONE
(1) PESO, and with the right to ONE (1) vote per share, and ONE THOUSAND TWO
HUNDRED (1,200) registered and negotiable shares of Class C common stock, each
having a par value of ONE (1) PESO, and with the right to ONE (1) vote per
share. On the date that all of the Class A and Class B shares are transferred to
the winning bidders in the International Public Auction for the sale of the
Shares of the CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA, or prior to that date, an
increase shall be made to the capital stock through the issue of Class A, B and
C shares in the proportions indicated in this Article, for an amount that will
reflect the incorporation of the AGUA Y ENERGIA ELECTRICA SOCIEDAD DEL ESTADO
assets transferred to the company by the ENERGY DEPARTMENT. - The Class C shares
corresponding to the company's initial capital and the results of the above
mentioned increase, representing TEN PER CENT (10%) of capital stock, shall
remain in the possession of the ENERGY DEPARTMENT until such time as an Employee
Stock Options Plan is implemented pursuant to the provisions of Chapter III of
Law 23.696. - Class C shares for which the buyer has paid in the acquisition
price
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shall be converted automatically to Class B shares." ARTICLE 3. - Replace
Article Six of the Corporate Bylaws of CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA
with the following text: "Six: Shares. Classes: The issue of shares relating to
any other future capital increase shall be implemented in a proportion of FIFTY-
ONE PER CENT (51%) Class A shares and FORTY-NINE PER CENT (49%) Class B shares.
Class A, B and C shareholders shall be granted preemptive rights, and shall be
entitled to increase their holdings by subscribing for the new shares the
company issues, within the same Class and in proportion to their respective
shareholdings. - To this end, Class B and C shareholders shall be deemed as
belonging to a single Class of shares. - Should any shares remain that are not
subscribed, they shall be offered to third parties. - Class A shares may not be
transferred, even to holders of the same class of shares, without prior approval
from the FEDERAL ELECTRICAL REGULATORY AGENCY, or lacking that, from the ENERGY
DEPARTMENT. - Applications to transfer shares must indicate the name of the
buyer, the number of shares to be transferred, the prices and any other
conditions of the transaction. - If, within NINETY (90) days following the
application for approval, the FEDERAL ELECTRICAL REGULATORY AGENCY,
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or lacking that, the ENERGY DEPARTMENT, fails to respond, the application shall
be understood to be approved, and the shareholder may validly transfer its
shares to the indicated buyer. - No Class A shares may be encumbered, or
otherwise offered in guarantee voluntarily, without prior approval from the
FEDERAL ELECTRICAL REGULATORY AGENCY, or lacking that, from the ENERGY
DEPARTMENT. - If, within NINETY (90) days following the application for
approval, the FEDERAL ELECTRICAL REGULATORY AGENCY, or lacking that, the ENERGY
DEPARTMENT, fails to respond, the application shall be understood to be
approved. Any transfer, lien or encumbrance of shares made in violation of the
provisions of these bylaws shall be lacking in effect." ARTICLE 4. - Replace
Article Eight of the Corporate Bylaws of CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA
with the following text: "Eight: Administration: The company shall be governed
by a Board of Directors made up of THREE (3) to FIFTEEN (15) members, the actual
number to be established by the Shareholders' Meeting electing them. - Each
class of shareholders shall elect a number of directors in proportion to the
shareholdings it represents, pursuant to Article 262 of Law No. 19.550 (as
amended in 1984). - Provided that Class C shares represent at least SIX PER
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CENT (6%) of the total shares issued by the company, the Class C shareholders,
as a group of shareholders of that Class, and whether in General or Special
Meetings of Shareholders, shall have the right to elect one acting director and
one alternate. - Should the above minimum percentage of shares not be met, they
shall lose said right, and for these purposes, they shall vote jointly with
holders of Class B shares. - An equal number of alternate directors shall also
be determined by the class of shareholders. - The alternates shall replace
acting members elected for the same class in cases of temporary or permanent
vacancy. - On electing alternate directors, shareholder classes shall determine
the order in which each shall replace the acting members. - Directors shall
serve for a term of TWO (2) years, however, they shall remain members until they
are replaced by the Shareholders' Meeting or reelected under the terms of this
Article." - ARTICLE 5. - Replace Article Fourteen of the Corporate Bylaws of
CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA with the following text: "Fourteen:
Shareholder Trustees: The General Meeting of Shareholders shall appoint THREE
(3) acting shareholder trustees who shall act jointly under the name of the
"Auditing Committee." Meetings of the Committee shall require the attendance of
all three (3) members, and decisions shall be passed on receiving affirmative
votes from at least TWO (2) committee members,
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notwithstanding any rights or obligations accorded to dissenting members under
the law. - An equal number of alternate statutory auditors as there are acting
members shall be elected. Shareholder trustees shall serve for a term of TWO (2)
years, and may be reelected. They shall have the powers and duties set for them
under Article 294 of Law No. 19.550 (as amended in 1984). - Resolutions adopted
by this body shall be recorded in a Book of Minutes to be kept for these
purposes. Class B and C shares, considered solely for these purposes as a single
class of shares, shall be entitled to appoint ONE (1) Acting Statutory Auditor
and ONE (1) Alternate Statutory Auditor. The remaining members of the Auditing
Committee shall be elected by holders of Class A shares." - ARTICLE 6. - Replace
Article Twenty-Four of the Corporate Bylaws of CENTRAL TERMICA GUEMES SOCIEDAD
ANONIMA with the following text: "Twenty-Four: Transitional Clause.
Continuation: For as long as the Class C shares continue to be held by the
Federal Government, the acting and the alternate Shareholder trustees, shall be
appointed by the GENERAL AUDITORS COMMISSION FOR STATE-OWNED COMPANIES or by any
agency replacing it, as corresponds to said class of shares. - ARTICLE 7. - Have
the amendments to the Bylaws of CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA set
forth herein entered in the official notary record through the office of the
NOTARY GENERAL OF THE NATION, without any implication of expenditure of any kind
being implied,
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pursuant to the terms of Article 4 of Decree No. 509/92. Authorize the DEPUTY
SECRETARY OF ENERGY and the official for the STATE-OWNED WATER AND POWER PLANT
and/or the officers appointed by them to sign the related public instrument and
to subscribe and contribute the initial capital on behalf of the agencies they
represent, with powers to carry out all actions needed for the founding and
startup of the company mentioned in the preceding paragraph. - ARTICLE 8. - Have
the amendments to the Bylaws of CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA filed
with the Corporate Records Office and other relevant Public Records, to which
end use the publication of this document in the Official Gazette, as provided
under Article 10 of Law No. 19.550 (as amended in 1984), pursuant to the terms
of Article 5 of Decree No. 509/92. - To this end, authorize the official for the
STATE-OWNED WATER AND POWER PLANT and/or the officer he appoints. - ARTICLE 9. -
Send notice to the Two-Chamber Commission created under Article 14 of Law No.
23.696. - ARTICLE 10. - This document shall take effect as of the date of its
issue. - ARTICLE 11. - Record, send notice and publish and issue a copy to the
Federal Office
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of Records and file a copy. - ENERGY DEPARTMENT RESOLUTION NO. 133. - CARLOS
MANUEL BASTOS. - Eng. Carlos Manuel Bastos, Energy Secretary. - BUENOS AIRES,
AUGUST 12, 1992, IN LIGHT OF the provisions in Decree No. 509 dated March 26,
1992 and ENERGY DEPARTMENT Resolutions No. 99 dated June 5, 1992, and No. 133
dated July 29, 1992, and WHEREAS: This Department has exercised the powers
delegated it in Decree No. 509 dated March 26, 1992, determining that the STATE-
OWNED WATER AND POWER PLANT, the "Central Termica Guemes," is an independently-
run business, and providing for the establishment of a corporation known as the
CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA, and approving its Corporate Bylaws by
means of Energy Department Resolution No. 99/92. - Those Bylaws were amended by
Energy Department Resolution No. 133/92 for the purpose of harmonizing the
corporation rules for all the other corporations founded as a result of the
process of privatization of the power generation and distribution activities
handled by SERVICIOS ELECTRICOS DEL GRAN BUENOS AIRES SOCIEDAD ANONIMA. - For
the purposes of placing them within the context of the criteria defined for
implementing an Employee Stock Options Plan, it has become necessary to define
the means by which Class C shares shall be converted to Class B shares, while
taking into account both a stockholder's personal
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wishes as well as those of the Class as a group, and consequently, adjusting the
preemptive rights for subscribing new shares. - The DEPARTMENT OF ENERGY is
authorized to issue this document under the provisions of Article 1 of Decree
No. 509 dated March 26, 1992. - To this end, the ENERGY SECRETARY HEREBY
RESOLVES: ARTICLE 1: - Replace the last paragraph of Article Five of the
Corporate Bylaws of CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA, which was amended
by Article 2 of Resolution No. 133 dated July 29, 1992, with the following text:
"The Class C shares corresponding to the company's initial capital and the
results of the above mentioned increase, representing TEN PER CENT (10%) of
capital stock, shall remain in the possession of the ENERGY DEPARTMENT until
such time as an Employee Stock Options Plan is implemented pursuant to the
provisions of Chapter III of Law 23.696. - Class C shares for which the buyer
has paid in the acquisition price may be converted to Class B shares, if a
Special Meeting of Class C Shareholders so decides by a simple majority of
votes." - ARTICLE 2. - Replace the second paragraph of Article Six of the
Corporate Bylaws of CENTRAL TERMICA GUEMES SOCIEDAD
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ANONIMA, which was amended by Article 3 of Resolution No. 133 dated July 29,
1992, with the following text: "Class A, B and C shareholders shall be granted
preemptive rights, and shall be entitled to increase their holdings by
subscribing for the new shares the company issues, within the same Class and in
proportion to their respective shareholdings. - To this end, Class B and C
shareholders shall be deemed as belonging to a single Class of shares in the
circumstances provided for in the last section of the previous article. - Should
any shares remain that are not subscribed, they shall be offered to third
parties. - ARTICLE 3. - Have the amendments to the Bylaws of CENTRAL TERMICA
GUEMES SOCIEDAD ANONIMA set forth herein entered in the official notary record
through the office of the NOTARY GENERAL OF THE NATION, without any implication
of expenditure of any kind being implied, pursuant to the terms of Article 4 of
Decree No. 509/92. - ARTICLE 4. - Have the amendments to the Bylaws of CENTRAL
TERMICA GUEMES SOCIEDAD ANONIMA filed with the Corporate Records Office and
other relevant Public Records, to which end use the publication of this document
in the Official Gazette, as provided under Article 10 of Law No. 19.550 (as
amended in 1984), pursuant to the terms of Article 5 of Decree No. 509/92. - To
this end, authorize the official
<PAGE>
for the STATE-OWNED WATER AND POWER PLANT and/or the officer he appoints. -
ARTICLE 5. - Send notice to the Two-Chamber Commission created under Article 14
of Law No. 23.696. - ARTICLE 6. - This document shall take effect as of the date
of its issue. - ARTICLE 7. - Record, send notice and publish and issue a copy to
the Federal Office of Records and file a copy. - ENERGY DEPARTMENT RESOLUTION
NO. 145. - CARLOS MANUEL BASTOS. - Eng. Carlos Manuel Bastos, Energy Secretary.-
BUENOS AIRES, AUGUST 14, 1992, IN LIGHT OF the provisions in Decree No. 509
dated March 26, 1992 and ENERGY DEPARTMENT Resolutions No. 99 dated June 5,
1992, No. 133 dated July 29, 1992 and No. 145 dated August 12, 1992, and
WHEREAS: This Department has exercised the powers delegated it in Decree No. 509
dated March 26, 1992, determining that the STATE-OWNED WATER AND POWER PLANT,
the "Central Termica Guemes," is an independently-run business, and providing
for the establishment of a corporation known as the CENTRAL TERMICA GUEMES
SOCIEDAD ANONIMA, and approving its Corporate Bylaws by means of Energy
Department Resolution No. 99/92. - It has become necessary to amend those Bylaws
in the end of altering its provisions for the purpose of the International
Public Auction for the sale of SIXTY PER CENT (60%) of the capital stock of
CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA,
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which was previously approved by M.E. and O.S.P. Resolution No. 727 dated June
18, 1992. - The DEPARTMENT OF ENERGY is authorized to issue this document under
the provisions of Article 1 of Decree No. 509 dated March 26, 1992. - To this
end, the Energy Secretary hereby resolves: ARTICLE 1: - Replace the first
paragraph of Article Five of the Corporate Bylaws of CENTRAL TERMICA GUEMES
SOCIEDAD ANONIMA, amended by Article 2 of Energy Department Resolution No. 133
dated July 29, 1992, with the following text: "Five: Capital Stock: Initial
capital stock shall be in the amount of TWELVE THOUSAND PESOS (A$ 12,000),
represented by SEVEN THOUSAND TWO HUNDRED (7,200) registered and negotiable
shares of Class A common stock, each having a par value of ONE (1) PESO, and
with the right to ONE (1) vote per share, THREE THOUSAND SIX HUNDRED (3,600)
registered and negotiable shares of Class B common stock, each having a par
value of ONE (1) PESO, and with the right to ONE (1) vote per share, and ONE
THOUSAND TWO HUNDRED (1,200) registered and negotiable shares of Class C common
stock, each having a par value of ONE (1) PESO, and with the right to ONE (1)
vote per share. On the date that all of the Class A shares are transferred to
the winning bidders in the International Public Auction for the sale of the
Shares of the CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA, or prior to
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that date, an increase shall be made to the capital stock through the issue of
Class A, B and C shares in the proportions indicated in this Article, for an
amount that will reflect the incorporation of the AGUA Y ENERGIA ELECTRICA
SOCIEDAD DEL ESTADO assets transferred to the company by the ENERGY DEPARTMENT."
ARTICLE 2. - Replace Article Six of the Corporate Bylaws of CENTRAL TERMICA
GUEMES SOCIEDAD ANONIMA, amended by Article 3 of Energy Department Resolution
No. 133 dated July 29, 1992, with the following text: "Six: Shares. Classes: The
issue of shares relating to any other future capital increase shall be
implemented in a proportion of SIXTY PER CENT (60%) Class A shares, THIRTY PER
CENT (30%) Class B shares, and TEN PER CENT (10%) Class C shares. Class A, B and
C shareholders shall be granted preemptive rights, and shall be entitled to
increase their holdings by subscribing for the new shares the company issues,
within the same Class and in proportion to their respective shareholdings. -
Should any shares remain that are not subscribed, they shall be offered to third
parties. - During the first five years, Class A shares may not be transferred,
even to holders of the same class of shares, without prior approval from the
FEDERAL ELECTRICAL REGULATORY AGENCY, or lacking that, from the
<PAGE>
ENERGY DEPARTMENT. - Applications to transfer shares must indicate the name of
the buyer, the number of shares to be transferred, the prices and any other
conditions of the transaction. - If, within NINETY (90) days following the
application for approval, the FEDERAL ELECTRICAL REGULATORY AGENCY, or lacking
that, the ENERGY DEPARTMENT, fails to respond, the application shall be
understood to be approved, and the shareholder may validly transfer its shares
to the indicated buyer. - No Class A shares may be encumbered, or otherwise
offered in guarantee voluntarily, without prior approval from the FEDERAL
ELECTRICAL REGULATORY AGENCY, or lacking that, from the ENERGY DEPARTMENT. - If,
within NINETY (90) days following the application for approval, the FEDERAL
ELECTRICAL REGULATORY AGENCY, or lacking that, the ENERGY DEPARTMENT, fails to
respond, the application shall be understood to be approved. Any transfer, lien
or encumbrance of shares made in violation of the provisions of these bylaws
shall be lacking in effect." ARTICLE 3. - Replace the second paragraph of
Article Eight of the Corporate Bylaws of CENTRAL TERMICA GUEMES SOCIEDAD
ANONIMA, amended by Energy Department Resolution No. 133 dated July 29, 1992,
with the following text: "To the extent that the
<PAGE>
Class C shares represent less than SIX PER CENT (6%) of the capital stock,
holders of such shares shall lose the right to elect Directors as an independent
class, and shall vote jointly with holders of Class B shares. - ARTICLE 4. -
Have the amendments to the Bylaws of CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA set
forth herein entered in the official notary record through the office of the
NOTARY GENERAL OF THE NATION, without any implication of expenditure of any kind
being implied, pursuant to the terms of Article 4 of Decree No. 509/92.
Authorize the DEPUTY SECRETARY OF ENERGY and the official for the STATE-OWNED
WATER AND POWER PLANT and/or the officers appointed by them to sign the related
public instrument on behalf of the agencies they represent, with powers to carry
out all actions needed for the founding and startup of the company mentioned in
the preceding paragraph. - ARTICLE 5. - Have the amendments to the Bylaws of
CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA filed with the Corporate Records Office
and other relevant Public Records, to which end use the publication of this
document in the Official Gazette, as provided under Article 10 of Law No. 19.550
(as amended in 1984), pursuant to the terms of Article 5 of Decree No. 509/92. -
To this end, authorize
<PAGE>
the official for the STATE-OWNED WATER AND POWER PLANT and/or the officer he
appoints. - ARTICLE 6. - Send notice to the Two-Chamber Commission created under
Article 14 of Law No. 23.696. - ARTICLE 7. - This document shall take effect as
of the date of its issue. - ARTICLE 8. - Record, send notice, publish and issue
a copy to the Federal Office of Records and file a copy. - ENERGY DEPARTMENT
RESOLUTION NO. 153. - CARLOS MANUEL BASTOS. - Eng. Carlos Manuel Bastos, Energy
Secretary. - I hereby attest that THIS IS A TRUE AND ACCURATE COPY. - And the
party appearing in the capacity mentioned, and in consideration of the
amendments made to Article Three of Resolution Number 99 dated June 5, 1992, and
to Articles Five, Six, Eight, Fourteen and Twenty-Four of the Bylaws of CENTRAL
TERMICA GUEMES S.A., they shall hereinafter read as follows: ARTICLE 3. - It is
hereby decided that the Company, to be incorporated as provided for under
Article 2 herein, shall be governed by this Resolution, by its respective Bylaws
and by Chapter II, Section V, Articles 163 to 307 and related articles of Law
No. 19.550 (as amended in 1984). - The shares in CENTRAL TERMICA GUEMES SOCIEDAD
ANONIMA shall be registered and negotiable, with NINETY-NINE PER CENT (99%) of
its capital to be owned by the FEDERAL GOVERNMENT and ONE PER CENT (1%) to be
owned by AGUA Y ENERGIA ELECTRICA SOCIEDAD DEL ESTADO, until such time as they
<PAGE>
are effectively transferred to the private sector. This Department shall hold
the block of stocks owned by the Government and shall exercise the resulting
corporate rights. The GENERAL AUDITORS COMMISSION FOR STATE-OWNED COMPANIES or
any agency replacing it shall be in charge of any corporate transactions during
the term indicated in the previous paragraph. - Five: Capital Stock: Initial
capital stock shall be in the amount of TWELVE THOUSAND PESOS (A$ 12,000),
represented by SEVEN THOUSAND TWO HUNDRED (7,200) registered and negotiable
shares of Class A common stock, each having a par value of ONE (1) PESO, and
with the right to ONE (1) vote per share, THREE THOUSAND SIX HUNDRED (3,600)
registered and negotiable shares of Class B common stock, each having a par
value of ONE (1) PESO, and with the right to ONE (1) vote per share, and ONE
THOUSAND TWO HUNDRED (1,200) registered and negotiable shares of Class C common
stock, each having a par value of ONE (1) PESO, and with the right to ONE (1)
vote per share. On the date that all of the Class A shares are transferred to
the winning bidders in the International Public Auction for the sale of the
Shares of the CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA, or prior to that date, an
increase shall be made to the capital stock through the issue of Class A, B and
C shares in the proportions indicated in this Article, for an amount that will
reflect the incorporation of the
<PAGE>
AGUA Y ENERGIA ELECTRICA SOCIEDAD DEL ESTADO assets transferred to the company
by the ENERGY DEPARTMENT. The Class C shares corresponding to the company's
initial capital and the results of the above mentioned increase, representing
TEN PER CENT (10%) of capital stock, shall remain in the possession of the
ENERGY DEPARTMENT until such time as an Employee Stock Options Plan is
implemented pursuant to the provisions of Chapter III of Law 23.696. - Class C
shares for which the buyer has paid in the acquisition price may be converted to
Class B shares, if a Special Meeting of Class C Shareholders so decides by a
simple majority of votes. - Six: Shares. Classes: The issue of shares relating
to any other future capital increase shall be implemented in a proportion of
SIXTY PER CENT (60%) Class A shares, THIRTY PER CENT (30%) Class B shares, and
TEN PER CENT (10%) Class C shares. Class A, B and C shareholders shall be
granted preemptive rights, and shall be entitled to increase their holdings by
subscribing for the new shares the company issues, within the same Class and in
proportion to their respective shareholdings. - Should any shares remain that
are not subscribed, they shall be offered to third parties. - During the first
FIVE (5) years,
<PAGE>
Class A shares may not be transferred, even to holders of the same class of
shares, without prior approval from the FEDERAL ELECTRICAL REGULATORY AGENCY, or
lacking that, from the ENERGY DEPARTMENT. - Applications to transfer shares must
indicate the name of the buyer, the number of shares to be transferred, the
prices and any other conditions of the transaction. - If, within NINETY (90)
days following the application for approval, the FEDERAL ELECTRICAL REGULATORY
AGENCY, or lacking that, the ENERGY DEPARTMENT, fails to respond, the
application shall be understood to be approved, and the shareholder may validly
transfer its shares to the indicated buyer. - No Class A shares may be
encumbered, or otherwise offered in guarantee voluntarily, without prior
approval from the FEDERAL ELECTRICAL REGULATORY AGENCY, or lacking that, from
the ENERGY DEPARTMENT. - If, within NINETY (90) days following the application
for approval, the FEDERAL ELECTRICAL REGULATORY AGENCY, or lacking that, the
ENERGY DEPARTMENT, fails to respond, the application shall be understood to be
approved. Any transfer, lien or encumbrance of shares made in violation of the
provisions of these bylaws shall be lacking in effect. - Eight: Administration:
The company shall be
<PAGE>
governed by a Board of Directors made up of THREE (3) to FIFTEEN (15) members,
the actual number to be established by the Shareholders' Meeting electing them.
- Each class of shareholders shall elect a number of directors in proportion to
the capital stock it represents, pursuant to Article 262 of Law No. 19.550 (as
amended in 1984). - To the extent that the Class C shares represent less than
SIX PER CENT (6%) of the capital stock, holders of such shares shall lose the
right to elect Directors as an independent class, and shall vote jointly with
holders of Class B shares. - An equal number of alternate directors shall also
be determined by class of shareholders. - The alternates shall replace acting
members elected for the same class in cases of temporary or permanent vacancy. -
On electing alternate directors, shareholder classes shall determine the order
in which each shall replace the acting members. - Directors shall serve for a
term of TWO (2) years, however, they shall remain members until they are
replaced by the Shareholders' Meeting or reelected under the terms of this
Article. - Fourteen: Shareholder trustees: The General Meeting of Shareholders
shall appoint THREE (3) acting shareholder trustees who shall act jointly under
the name of the "Auditing Committee." Meetings of the Committee shall require
the attendance of all THREE (3) members, and decisions shall be passed on
receiving affirmative votes from at least TWO (2) committee members,
notwithstanding any rights
<PAGE>
or obligations accorded to dissenting members under the law. - An equal number
of alternate shareholder trustees as there are acting members shall be elected.
Shareholder trustees shall serve for a term of TWO (2) years, and may be
reelected. They shall have the powers and duties set for them under Article 294
of Law No. 19.550 (as amended in 1984). - Resolutions adopted by this body shall
be recorded in a Book of Minutes to be kept for these purposes. Class B and C
shares, considered solely for these purposes as a single class of shares, shall
be entitled to appoint ONE (1) Acting Statutory Auditor and ONE (1) Alternate
Statutory Auditor. The remaining members of the Auditing Committee shall be
elected by holders of Class A shares. - Twenty-Four: Transitional Clause.
Continuation: For as long as the Class C shares continue to be held by the
Federal Government, the acting and the alternate Shareholder trustees, shall be
appointed by the GENERAL AUDITORS COMMISSION FOR STATE-OWNED COMPANIES or by any
agency replacing it, as corresponds to said class of shares. - AND I HEREBY ADD:
That the amendments to the Bylaws of CENTRAL TERMICA GUEMES S.A. have hereby
been entered in the official Notary Record of the Nation starting on page 959,
with application made to this Notary to issue the certifications required for
its filing with the Corporate Records Office. - REPRESENTATION: The legal
representation claimed by Doctor Alfredo Jose Castanon in his capacity as Vice
President
<PAGE>
of the Central Termica Guemes S.A. is supported by the Articles of Incorporation
for said company in a document filed in this same Notary Record on page 584 and
dated July 27, 1992, which is pending filing with the Corporate Records Office.
- Having read the document to the party appearing, he acknowledged and signed it
before me. So witnessed.
[signatures]
[stamp] Office of the Federal Notary
Horacio A. D'Albora
Licensed Notary
This copy matches the master copy I had before me on page nine hundred fifty-
nine of the official Notary Record
<PAGE>
of the nation, for which I am the Licensed Notary. - I hereby issue this first
certified copy for the CENTRAL TERMICA GUEMES SOCIEDAD ANONIMA, appearing on
thirteen double-sided pages, that I have signed on the date and in the place
where it was issued.
[signature]
[stamp] Office of the Federal Notary
Horacio A. D'Albora
Licensed Notary
<PAGE>
Certified photocopy recorded in the book of Notary Acts No. C00 6496976.
[signature]
[illegible stamp]
C006549026
[signature]
[illegible stamp]
<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]
[illeg. seal and signature]
<PAGE>
I CERTIFY that the twenty-seven (27) preceding photocopies are true and accurate
-----------------
copies of the original, which I have before me, to which I attest.
Salta, August 10, 2000
---------------
[signature]
Luis Alberto Alsina Garrido
Notary Register 120 - Salta
[illegible legalization stamp]
<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 00024383
ARE AUTHENTIC
August 11, 2000
This notarization does not apply to the content and form of the document itself
[several illeg. seals and signature]
