Certificados de depósito

Argentinos (CEDEARs)
General Guide
General Guide
Contents
SECTION 1
INTRODUCTION TO CEDEARS ..........................................................................................
Certificados de Depósito Argentinos Defined .............................................................
The Origin of the CEDEAR .............................................................................................
Sponsored vs. Unsponsored CEDEARs .......................................................................
SECTION 2
CEDEAR CREATION AND FEATURES ..............................................................................
Participants in the CEDEAR Market ..............................................................................
Responsibilities of CEDEAR Market Participants .......................................................
A. The Investor ........................................................................................................................
B. The Argentine Broker..........................................................................................................
C. The Foreign Broker.............................................................................................................
D. The CEDEAR Issuer...........................................................................................................
E. The Custodian ....................................................................................................................
F. The Clearing Agency in the Home Market of the Represented Shares...............................
G. The Clearing Agency in the CEDEAR Home Market ..........................................................
H. The Argentine Market Regulators: ......................................................................................
The Issuance and Cancellation Process ......................................................................
Trading CEDEARs in the Stock Market - The Settlement Cycle .................................
Processing Corporate Actions ......................................................................................
A. Dividend Payment...............................................................................................................
B. Proxy Voting .......................................................................................................................

SECTION 3
CEDEAR BENEFITS ............................................................................................................
CEDEAR Benefits ............................................................................................................
Benefits to Brokers .........................................................................................................
Benefits to Investors.......................................................................................................
Transaction Costs ...........................................................................................................
SECTION 4
MARKETING ANALYSIS ......................................................................................................
Investor Targeted Universe ............................................................................................
Questions and Answers .................................................................................................
Glossary of Terms ...........................................................................................................
SECTION 5
EXHIBITS..............................................................................................................................
Exhibit 1: CEDEARs – Issuance Process .....................................................................
Exhibit 2: CEDEARs – Cancellation Process ...............................................................
Exhibit 3: CEDEARs – Dividend Payment ..................................................................
Exhibit 4: CEDEAR Group at Deutsche Bank...............................................................
 Exhibit 5: CNV Resolution N.291

Section 1
Introduction to CEDEARs
Certificados de Depósito Argentinos
Defined
A Certificado de Depósito Argentinos ("CEDEAR") is a negotiable depositary receipt that represents
securities issued by a non-Argentine entity. CEDEARs are issued by an Argentine institution ("CEDEAR
Issuer") authorized by the Argentine regulators to issue and list CEDEARs in Argentina.

CEDEARs evidence and are issued against the deposit of a single kind and class of securities ("Represented
Shares") per program in a depository institution ("Depositary"), that holds in custody the underlying
Represented Shares ("Custodian"). Similarly, CEDEARs are cancelled in the Argentine market against the
release of the underlying securities held with a Depository in another jurisdiction.

CEDEARs entitle their holders to similar rights as have holders of the Represented Shares. CEDEARs are
freely transferable and may be issued in registered non-endorseable or book-entry form. Additionally, they
may be freely exchanged for the Represented Shares at any time.

CEDEARs are characterized for certain purposes as Argentine securities and are regulated as such under
Argentine laws.

CEDEARs are currently listed on and traded at the Buenos Aires Stock Exchange and cleared through Caja de
Valores ("CDV"). As discussed below, CEDEARs are issued at a set ratio to the Represented Shares.

CEDEARs may not be issued to or held by persons who are considered "United States persons" for
purposes of U.S. tax law. For a definition of "United States persons" please see the Glossary of Terms
at the end of this Guide and consult U.S. legal counsel if you have any questions. Nothing in this Guide
is to constitute legal or tax advice.

The Origin of the CEDEAR

The CEDEAR was enabled by the General Resolution N. 291, promulgated in August, 1997, by the Comisión
Nacional de Valores ("CNV"). Resolution 291 was approved by the Argentine regulators with the objective
of:

 stimulating and revitalizing the local market

 encouraging investment portfolio diversification

 facilitating, for the local investor community, direct access to foreign securities, and
 attracting foreign institutions to the Argentine capital market

Resolution 291 authorizes CEDEAR programs with the "sponsorship" of the issuers of the Represented
Shares "Sponsored Programs" or without such sponsorships "Unsponsored Programs".

Sponsored vs. Unsponsored CEDEARs

CEDEAR programs that are established by or at the behest of the issuer of Represented Shares are called
"sponsored" and such issuer assumes the duties related thereto, including such matters as reporting to CNV,
CDV and the financial community in general. In Sponsored CEDEAR programs, the issuer of Represented
Shares appoints a CEDEAR Issuer in Argentina, which in turn engages a Depositary in the home market of
the issuer of Represented Shares to hold such Represented Shares in custody. The issuer of Represented
Shares and the CEDEAR Issuer enter into a CEDEAR Issue Agreement.

Unsponsored CEDEAR programs do not include an agreement with the issuer of Represented Shares, and
such issuer takes on no active responsibility for the CEDEARs. The CEDEAR Issuer is the de facto
"sponsor" in an Unsponsored CEDEAR program, and therefore assumes all reporting responsibility.

In both the Sponsored and the Unsponsored CEDEAR programs, the CEDEAR Issuer must be an authorized
custodian, a commercial, or an investment bank or a financial institution licensed by the Central Bank of
Argentina.

Unsponsored CEDEAR programs may be "converted" to Sponsored form when the issuer of the Represented
Shares assumes responsibility for the program, enters into a CEDEAR Issue Agreement with the Issuer of
CEDEARs, and obtains proper approval of CNV.
Section 2
CEDEAR Creation and Features

Participants in the CEDEAR Market

Several market participants play important roles in the trading, issuance and cancellation of CEDEARs

 The Investor

 The Argentine Broker

 The Foreign Broker

 The CEDEAR Issuer

 The Custodian ("Depositary" under Resolution 291)

 A Clearing Agency in the home market of the issuer of Represented Shares, e.g., The
Depository Trust Company ("DTC") in the case of the U.S.

 A Clearing Agency in the home market of the CEDEARs, e.g., CDV

 The Argentine Market Regulators: Bolsa de Comercio de Buenos Aires (Buenos Aires
Stock Exchange) and CNV.

Responsibilities of CEDEAR Market

Participants
A. The Investor
The investor places an order to purchase or sell CEDEARs with an Argentine broker. CEDEARs can be
traded in any number of shares, but if the investor wishes to convert his CEDEARs to the Represented Shares,
he must do so by accumulating such number of CEDEARs in multiples equal to the underlying Represented
Shares. In order to obtain accurate results, the investor must consider the ratios established for the programs
in use. For instance, where IBM has a ratio of 10 CEDEARS to 1 Represented Share, the investor must
accumulate 10 CEDEARs to 1 IBM Represented Share.

The potential investor in CEDEARs should thoroughly analyze the information stated in the respective
Prospectus approved by the CNV, as well as the information related to the economic, financial and market
situation of the issuer of the Represented Shares.

B. The Argentine Broker

When the Argentine broker takes the [buy/purchase] order from the investor, he may settle the trade locally if
CEDEARs are trading in the secondary market, or alternatively cause CEDEARs to be "created" by placing
an order with a foreign broker who, in turn, purchases Represented Shares and deposits same with the
Custodian. To avoid problems in trade settlement, the Argentine broker must be certain the following takes
place:

 Properly place trade orders with the Foreign Broker. Represented Shares must be
identified by the correct name, code number and quantity (e.g. IBM, CUSIP number
459200101, 100 shares).

 Provide accurate information to the Foreign Broker for the proper clearance of the
Represented Shares. For example, where Represented Shares are issued by U.S. issuers,
securities are usually delivered to the Custodian’s account at DTC. Therefore, the
settlement instructions should include the participant number of the Custodian at DTC, the
CUSIP Number and the quantity of the delivered Represented Shares.

(Note: Please refer to Exhibit 4 for related chart)

 Creation of CEDEARs provide the Custodian with the necessary information for proper
delivery of CEDEARs in Argentina. Once CEDEARs are issued, the CEDEAR Issuer will
deliver the CEDEARs to the beneficial owner, in accordance with instructions received by
its Custodian. The following information will be essential: quantity of CEDEARs
(considering ratio, if applicable), Common Code number (e.g., the Common Code for IBM
is 8024), the participant number of the recipient at Caja de Valores, and the respective
sub-account for such program, if applicable.

 Cancellation of CEDEARs provide the Custodian with the necessary information for
proper delivery of Represented Shares. When CEDEAR cancellation has to be performed,
the CEDEARs must be surrendered and delivered to the CEDEAR Issuer. The Argentine
broker is required to provide the Custodian with information about the addressee to whom
the Represented Shares are to be delivered upon their release from custody.

(Note: Please refer to Exhibit 2 for related chart)

 Remit payment of issuance and cancellation fees to the Custodian account at DTC when
the Represented Shares are received (CEDEAR issuance) or delivered (CEDEAR
cancellation).

(Note: Please refer to Exhibits 1/2 for related charts)

 Observe the cut-off times specified in the settlement cycle stated herein.

(Note: Please refer to page 7 "Trading CEDEARs in the Stock Market – The Settlement Cycle")
C. The Foreign Broker
 The Foreign Broker performs timely delivery of the Represented Shares to the Custodian.
This delivery is free of payment and must be executed in accordance with standard delivery
practices in the home country of the Represented Shares.

(Note: Please refer to page 7 "Trading CEDEARs the Stock Market – The Settlement Cycle")

D. The CEDEAR Issuer

 Issues and cancels CEDEARs

 Coordinates the functions of the Custodian and, through the Custodian, the registrar and
paying agent employed by the issuer of Represented Shares

 Maintains communications with CEDEAR investors and Argentine regulators

 Complies with information reporting requirements established by Resolution 291

 Monitors corporate actions with the aid of the Custodian

 Coordinates dividend payments and proxy voting

E. The Custodian
 Safekeeps the Represented Shares

 Receives and delivers Represented Shares to support CEDEAR issuance and cancellation
activity

 Provides timely and accurate income collection (including dividends), and corporate action
services

 Represents the CEDEAR Issuer in delivering proxy material at meetings of shareholders of

Represented Shares

 Prepares with the CEDEAR Issuer the information required by CNV, and other Argentine
regulators and market intermediaries

F. The Clearing Agency in the Home Market of the Represented Shares

 Facilitates safekeeping of Represented Shares and settlement of Represented Shares
transactions

 Maintains accounts for most brokerage firms and banks which are participants of the DTC
system

 Debits or Credits accounts in connection with securities and cash settlement

 Transmits dividend payments

 Performs tax withholding service

 Conveys corporate action notices

G. The Clearing Agency in the CEDEAR Home Market

Caja de Valores ("CDV")

 Performs the role of Registrar and Paying Agent

 Registers CEDEARs and the transfers of CEDEARs

 Maintains CEDEAR holders’ names, addresses and taxpayer identification numbers as

required by Argentine tax law

 Calculates dividends and disburses dividend payments to CEDEAR holders

 Provides statement account reports to CEDEAR holders

 Provides certification of holdings

H. The Argentine Market Regulators:

Bolsa de Comercio (Buenos Aires Stock Exchange) and CNV

 Establish the regulatory framework for CEDEAR programs

 Monitor CEDEAR issuance and cancellation activity

 Regulate CEDEAR trading at the Buenos Aires Stock Exchange

 Verify and publish the corporate information reported by the CEDEAR Issuer at the
Buenos Aires Stock Exchange

 Monitor the information related to the issuer of the Represented Shares

 Receive the information filed by the CEDEAR Issuer in connection with applications for
new CEDEAR programs
 The Issuance and Cancellation Process
The issuance of CEDEARs takes place in direct response to market demand.

Below are the series of steps generally followed in the issuance of CEDEARs.

 An investor places an order with an Argentine Broker to purchase a non-Argentine

company’s shares.

 The Argentine Broker determines that the securities are available in CEDEAR form. The
Argentine Broker may satisfy the trade in one of the following ways:

1. The Argentine Broker may deliver the securities (in CEDEAR form) from its own inventory.

2. CEDEARs may be available in the secondary market.

3. If the Argentine Broker determines that CEDEARs must be created, he will purchase the
Represented Shares from a Foreign Broker and direct delivery to the Custodian of Represented
Shares in the home market of the Issuer of such Represented Shares.

(Note: Please refer to Exhibit 1 for related chart)

 The CEDEAR Issuer issues and delivers the CEDEARs as instructed by the Argentine
Broker when the CEDEAR Issuer receives notification from its Custodian that the
corresponding Represented Shares have been deposited.

Trading CEDEARs in the Stock Market -

The Settlement Cycle
CEDEAR programs are created in order to satisfy cross-border market demand of investors trading on the
Buenos Aires Stock Exchange.

 The settlement period for initial issuance or cancellation of CEDEARs is Trade Date + 3.

 In a typical purchase transaction where CEDEARs need to be created, the settlement cycle
is as follows:
On trade date

 The investor delivers the CEDEARs purchase order to an Argentine broker.

 Argentine broker places a purchase order for Represented Shares with a Foreign Broker,
and arranges payment.

 Trades are executed in foreign and local markets.

(Note: Please refer to Exhibit 1 for related chart)

On settlement date (T+3)

 Argentine broker settles the payment with a Foreign Broker (foreign exchange transaction
is executed, if necessary).

 Represented Shares are delivered free of payment to the Custodian in its home market.
e.g. U.S. shares are settled in New York through DTC.

 When the Custodian receives the Represented Shares, it instructs the CEDEAR Issuer to
issue CEDEARs.

 CEDEARs are issued and delivered to the Argentine broker. Issuance and settlement of
CEDEARs is conducted in Argentina through the CDV. The investor pays transaction
fees to the Argentine broker.

(Note: Please refer to Exhibit 1 for related chart)

 The CEDEARs may be presented to the CEDEAR Issuer for cancellation at the option of
the CEDEAR holder who may wish to sell the securities and collect the sale proceeds or
keep the Represented Shares and release the CEDEARs. In the latter case, the transaction
neither involves a trade nor the intervention of a broker. The CEDEAR holder is required
to surrender his CEDEARs to the CEDEAR Issuer account at CDV. The CEDEAR Issuer
must notify its Custodian to release the deposited Represented Shares and deliver them to a
broker party as instructed by the CEDEAR holder.

 Where such cancellation is the result of a brokered trade, the CEDEAR Issuer receives and
cancels the CEDEARs and issues information to its Custodian to deliver the Represented
Shares to or upon the order of a U.S. broker. In such event, the U.S. broker would initiate a
trade with a local market broker who will purchase the underlying Represented Shares.
When the CEDEAR Issuer receives the CEDEARs, it cancels them from its books and the
Custodian is given instructions to release the deposited Represented Shares to or upon the
order of the local broker who will settle the transaction.

 All CEDEARs issued, cancelled and delivered must conform to existing Argentine market
conventions. Consequently, cut-off times in the home market of the Represented Shares
have been established, in order to assure timely and safe settlement in Argentina.

 For CEDEARs issued against U.S. Represented Shares the following cut-off times apply:
CEDEAR ISSUANCE:

The Custodian must receive the Represented Shares in New York no later than 12:30 P.M. (New York time)
on settlement date in order for CEDEARs to be issued the same day. Represented Shares received after such
time will be processed on a "best efforts" basis. Delays in the deposit of the Represented Shares into the
Custodian’s account at DTC may cause a fail in the settlement of the corresponding CEDEARs in Argentina,
inasmuch as the CEDEAR certificates must be issued and delivered to the ultimate beneficial owner’s account
at CDV before the cash market closes in Argentina.

CEDEAR CANCELLATION:

CEDEARs must be received in Argentina by the CEDEAR Issuer before 3:00 P.M. (Bs. As. time) on
settlement date in order for Represented Shares to be released the same day. CEDEARs received after such
time will be processed on a "best efforts" basis.

Delays in the deposit of the CEDEARs in the CEDEAR Issuer’s account at CDV may cause a fail in settling
the corresponding Represented Share transaction, inasmuch as the Represented Shares must be released and
delivered to the ultimate beneficial owner account at DTC.

Processing Corporate Actions

A. Dividend Payment
CEDEARs carry the same rights as the Represented Shares to receive dividend payments. The CEDEAR
Issuer acts as a dividend disbursing agent for the issuer of Represented Shares. Working in coordination with
its Custodian, the CEDEAR Issuer receives dividends and distributes such dividends to the CEDEAR holders.

The CEDEAR Issuer also sets the dividend record and payment dates for the CEDEARs.

Below are the steps involved in cash dividend payments:

 The issuer of the Represented Shares declares in its own market the record and payment
dates for the distribution of dividends on its shares.

 The CEDEAR Issuer declares record date applicable to the CEDEARs. The CEDEAR
Issuer notifies the appropriate entities (Buenos Aires Stock Exchange, CNV and CDV) of
any dividend cumulative and ex-trading dates.

 The CEDEAR Issuer declares the Argentine payment date.

 The issuer of Represented Shares pays dividends in the local market in the local currency
to the holders of record, including the Custodian, which is the registered holder holding on
behalf of the CEDEAR Issuer.

 The dividend funds are remitted to the CEDEAR Issuer in U.S. Dollars less taxes withheld
 at source.

 CEDEAR Issuer disburses payment in U.S. Dollars to CEDEAR holders.

(Note: Please refer to Exhibit 3 for related chart)

B. Proxy Voting
CEDEAR holders may exercise voting rights with respect to Represented Shares upon following certain
procedures and where permitted by law.

 The issuer of the Represented Shares announces the date of a meeting of its shareholders.

 The CEDEAR Issuer facilitates CEDEAR holders’ access to information related to

shareholder meetings. CEDEAR Issuer sends a notification of the meeting to the Buenos
Aires Stock Exchange, CNV and CDV.

 If the CEDEAR holder wishes to vote, he must present timely proof of CEDEAR holding
to the CEDEAR Issuer. Such proof of holding will be issued by CDV.

 The CEDEAR Issuer will, on a "best efforts" basis, execute the voting rights according to
the number of Represented Shares.

 CEDEARs are immobilized and the holders of CEDEARs deliver their proxies to the
CEDEAR Issuer who instructs the Custodian to vote in accordance with the holder’s
instructions.

 Following the vote, the CEDEAR Issuer returns the CEDEARs to their registered holders’
accounts.
Section 3
CEDEAR Benefits

CEDEAR Benefits
CEDEARs facilitate the trading and ownership of foreign securities in Argentina. Much of the success in
reaching this objective lies in creating an active trading market with liquidity, transparency, fair pricing,
sound execution and with adequate and timely flow of information. A CEDEAR program may lead to
greater investor interest in the Represented Shares. Listed below are examples of the CEDEAR’s advantages
to brokers and investors.

Benefits to Brokers
 Opportunity to expand services to retail and institutional investors at low transaction costs

 Increase in local commissions in foreign shares

 Participation in the development of a liquid market in Argentina

 Safe settlement identical with T+3 Argentine Convention

 Trading hours identical with domestic securities

 Greater selection of securities to offer customers

Benefits to Investors
 Access to foreign securities

 Trades done in local market, in the same time zone, on local business days

 Elimination of the individual investor’s foreign custody expense

 Corporate Actions distributed in a local market

 CEDEARs priced in local currency

 Dividends may be paid in peso (or U.S. Dollars) in the local market

 CEDEARs exchangeable into Represented Shares at any time

Benefits to Investors
Transaction Costs
Market participants engaged in the purchase, trading or brokerage of CEDEARs are charged with the
following fees:

 CEDEAR Issuance

 CEDEAR Cancellation

 Dividend Payment

Deutsche Bank charges the investor customary service charges for issuance and cancellation of CEDEARs at
a rate normally not exceeding U.S. $ 0.01 per issued CEDEAR and U.S. $ 0.03 per cancelled CEDEAR.

Dividend payment service charges are assessed not to exceed $0.02 per CEDEAR scaled at a rate of
approximately 12% of the amount of the payment.
Section 4
Marketing Analysis

Investor Targeted Universe

Three categories of potential investors can be identified for the CEDEAR product:

 Retail market (directly being a Qualified Investor or through Mutual Funds)

 Institutional Investors

 Mutual Funds

Mutual Funds are allowed to invest up to 100% in CEDEARs. CEDEARs are characterized as domestic
securities under Argentine law.
Questions and Answers
The following questions and answers were developed based on the most common inquiries received at
Deutsche Bank as CEDEAR Issuer and Custodian. The answers should increase the understanding of the
CEDEAR as a new Argentine security.

1. How is a CEDEAR issued?

The CEDEAR is issued in Argentina by Deutsche Bank S.A. ("DBSA") when the Represented
Shares are deposited with the Custodian, Deutsche Bank AG New York ("DBNY") in the U.S.
(CEDEAR programs may also be established on the basis of Represented Shares in markets other
than the U.S.).

2. What form do the CEDEARs take?

The CEDEARs are issued in registered de-certificated form, and ownership is freely transferable and
recorded at the Caja de Valores ("CDV"). The CEDEAR Issuer (DBSA), acting as de facto
registrar, recognizes CDV as the registered holder of CEDEARs. CDV in turn maintains records of
beneficial holders of CEDEARs.

3. Who sponsors the CEDEAR program?

The CEDEAR Issuer (i.e., DBSA) currently runs Unsponsored CEDEAR programs. However,
Resolution 291 permits sponsorship by the issuer of Represented Shares.

4. How does CEDEAR issuance work within the T+3 settlement framework?

CEDEARs trade and settle as do any Argentine equity securities today. If CEDEARs must be
created (i.e., against the deposit of Represented Shares), DBSA will issue CEDEARs against the
timely deposit of the Represented Shares with DBNY. DBNY and DBSA are committed to issuing
CEDEARs on a same-day basis if Represented Shares are received by DBNY no later than 12:30
P.M. New York time.

5. How are dividends paid and other corporate actions communicated to CEDEAR holders?

Dividends

The Custodian (DBNY) receives dividends in the currency of the Represented Shares. Cash
dividends are then distributed in U.S. Dollars to CDV, the registrar of CEDEAR beneficial
ownership. Stock dividends are paid on whole Represented Shares and on such number (round lots)
of CEDEARs as is equal to whole shares. Cash-in-lieu of add points of CEDEARs is paid to CDV.

The CEDEAR issuer sets dividend record and payment dates. The record date is the same as the
one established by the issuer of the Represented Shares. DBNY and DBSA work together to
reconcile dividend payment amounts.

Corporate Actions

Information supplied by an issuer of Represented Shares to its registered shareholders relating to

 stock dividends, proxies and shareholder voting, special meetings and similar actions is received by
the Custodian (DBNY) as the registered holder on the books of the issuer of Represented Shares, and
this information is forwarded to DBSA for proper communication to the Argentine authorities in
accordance with Argentine law. Rights in connection with offerings are normally liquidated in the
home market, and the proceeds are distributed to holders of CEDEARs, again, by remittance to
CDV.

6. What happens if the Represented Shares are delivered to the Custodian after cut-off time?

The CEDEAR Issuer will use its best efforts to issue the respective CEDEARs before the closing of
the cash market in Argentina.

7. What types of problems may occur in the settlement process of the Represented Shares in the
U.S. and the CEDEARs in the Argentine market?

Share trading settles in the U.S. through DTC. The DTC clears securities (receive free and deliver
free) and cash (delivery vs. payment and receive vs. payment). CEDEARs settle in Argentina
through CDV, which clears securities just as cash transactions are processed through the Central
Bank (MEP system).

Fails may occur if local and foreign brokers do not properly fund themselves to cover the portion of
the trade that settles as DVP (please refer to Exhibit 1). The issuance and delivery of CEDEARs
may fail if the Custodian does not receive the Represented Shares timely together with any
issuance/cancellation fees payable.

8. What can the Argentine broker do in order to avoid fails and delays in the settlement of
CEDEAR trades?

Accurate and complete settlement information has to be presented to the Argentine broker’s
counter-party and the Custodian in the case of issuance. On cancellation, the timely contact with the
CEDEAR Issuer and the delivery of the CEDEARs to its account at CDV will minimize the time it
takes to release Represented Shares in the foreign market.

9. What about other alternatives to avoid fails in the settlement of CEDEAR trades?

DTC provides a confirmation system denominated ID where the parties involved in a transaction
would affirm their intent to settle their side of the trade. Therefore, on settlement date the trade
would automatically settle within the DTC system.

Additionally, under certain arrangements, the Custodian can be authorized to borrow shares to settle
a trade.

10. How are issuance and cancellation fees paid by brokers?

The issuance and cancellation fees are received by the Custodian in the U.S., at the time of receipt or
release of the Represented Shares.

The Argentine broker must include the issuance/cancellation fee in the purchase/sale of the U.S.
securities. The U.S. broker provides the fees to the Custodian, crediting the corresponding amount
 to the Custodian account at DTC, at the time of the settlement of the securities transaction.

11. How can brokers and investors find information about the issuer of the Represented Shares?

Information about issuers of U.S. Represented Shares can be obtained through different sources.
One such source of information is the Prospectus presented by the CEDEAR Issuer and approved by
the CNV. Another source of information is a Research Handbook prepared by Deutsche Bank
Securities in Argentina. A third means available to brokers is EDGAR. EDGAR ("Electronic Data
Gathering and Retrieval") is an electronic database of certain public filings of U.S. public companies,
filed with the U.S. Securities and Exchange Commission of the United States ("S.E.C"). Access to
EDGAR on the Internet is possible at the following internet address: http:/www.sec.gov.

12. How is liquidity of CEDEARs assured? Is it true that the U. S. shares are more liquid?

Buyers and sellers can be found in Argentina and in the U.S. Sometimes this creates an arbitrage
situation, but as these securities are generally listed, there is a liquid U.S. market in most of the
Represented Shares. Therefore, the Argentine broker with international resources or counter-parties
should always be able to sell the CEDEARs or the underlying Represented Shares.

13. Why is it more attractive to invest in CEDEARs than in the respective Represented Shares
issued in a foreign market?

Investment in a local instrument relieves the investor of certain transaction costs and global custody
fees. Also, CEDEARs are priced in a local currency and dividends may be distributed in pesos or
U.S. Dollars and trading is executed under local regulations, customs and in the same time zone.
Finally, investment funds can invest in foreign securities. For investment funds, CEDEARS are
classified as domestic securities, while the Represented Shares are foreign.

14. Are there similarities between the CEDEAR and the American Depositary Receipt?

There are many similarities, and some differences. Like ADRs, CEDEARs are issued, cancelled
and traded in one market against the deposit of underlying securities in another market. The
operating relationship formed between the CEDEAR Issuer in Argentina and the Custodian in the
U.S. serves the market on both sides of a transaction (issuance/cancellation and deposit/release).

15. What are the major differences?

Most ADR programs in the U.S. are now sponsored by the issuer of the Represented Shares. In the
CEDEAR structure, the first programs were "unsponsored" in this regard and the CEDEAR Issuer
undertakes to perform the actions that are specified in Resolution 291.
Glossary of Terms
This glossary of terms is provided as an attachment for additional assistance in understanding the CEDEAR
structure and dynamics.

"BOLSA"
Bolsa de Comercio de Buenos Aires (Buenos Aries Stock Exchange), a non-governmental association in
charge of authorizing the listing and monitoring listed companies in compliance with Argentine law (the
"Buenos Aires Stock Exchange").

"CDV"
Caja de Valores, the main Argentine institution providing securities clearing and other services, including
maintaining a registry for the securities for more than 100 corporations. The CDV acts as a government and
corporate securities depository, which facilitates securities trade settlement.

"CEDEAR"
Certificado de Deposito Argentinos, the receipt issued and traded in Argentina representing ownership of
Represented Shares.

"BCRA"
Banco Central de la República Argentina, the Central Bank of Argentina.

"CNV"
The Comisión Nacional de Valores of the Republic of Argentina (The Argentine Securities Commission).

"MEP"
The BCRA payment system used by the Argentine financial institutions for the settlement of cash related to
securities transactions.

"CEDEAR Issuer" or "Issuer of CEDEARs"

The Argentine bank, trust company or other financial institution in Argentina empowered and authorized by
the laws of Argentina to act as an Issuer of CEDEARs.

"Custody Agreement"
The agreement between the CEDEAR Issuer and the Depositary which holds the Represented Shares in
custody.
"Custodian"
The custodian of Represented Shares (i.e., the Depositary).

"Dividend Payment Date"

With respect to:

(i) Represented Shares, the date set by the issuer of Represented Shares on which the registered holders of
record are entitled to receive dividends payable upon such Represented Shares;

(ii) CEDEARs, the date set by the Issuer of CEDEARs on which registered holders of record are entitled to
receive dividends payable upon the CEDEARs.

"Issuer of Represented Shares"

The non-Argentine issuer of the Represented Shares.

"Listing"
The admittance to quotation and trading on a foreign exchange, if referring to the Represented Shares, and to
the Buenos Aires Stock Exchange, if referring to CEDEARs.

"MERVAL"
The corporation in Argentina, owned by broker/dealers, which is responsible for the settlement of transactions
executed on the Buenos Aires Stock Exchange.

"Record Date"
With respect to:

(i) Represented Shares, the date set by the Issuer of Represented Shares as of which registered holders are
entitled to receive dividends payable on, or taking action with respect to, such Represented Shares.

(ii) CEDEARs, the date set by the Issuer of CEDEARs, as of which registered holders of CEDEARs thereof
are entitled to receive dividends payable on , or taking action with respect to, the Represented Shares.

"Register"
With respect to:

(i) Represented Shares, the record of ownership of shares and of transfer of shares maintained by the agent
of the Issuer of Represented Shares.

(ii) CEDEARs, the record of such ownership of CEDEARs and of the transfer of CEDEARs maintained by
the Issuer of CEDEARs.
"Registrar"
With respect to:

(i) Represented Shares, the agent of the Issuer of Represented Shares appointed to record the ownership
and the transfer of shares; and

(ii) CEDEARs, the CEDEAR Issuer.

"Represented Shares"
The non-Argentine securities, the deposit of which supports the issuance of CEDEARs.

"SEC"
The Securities and Exchange Commission of the United States of America.

"United States Person"

Either

(1) an individual that is a citizen or resident of the U.S., for this purpose, a person is a citizen of the U.S.
even if he or she also is a citizen of another country (e.g., a dual national); for this purpose, a person is a
resident of the U.S. even if he or she either is a permanent resident of the U.S. (e.g., holds a green card)
or satisfies a "substantial presence" test in the U.S.

(2) a corporation, partnership or other entity created or organized in or under the laws of the U.S. or any
political subdivision thereof (including, e.g., individual states or Washington, D.C.)

(3) an estate or trust (consult the administrator or trustee to determine if the estate or trust is a U.S. person
under U.S. law.

(4) the above definition is a summary only. U.S. legal counsel should be consulted for a fuller analysis.
Section 5
Exhibits

Exhibit 1:
CEDEARs – Issuance Process
An Investor places a purchase order for 100 Represented Shares of IBM or the equivalent 1000 CEDEARs.

(1) Order (2) Places order w ith

Foreign Broker
AR
ARGGEENTINE
NTINE
INVE
INVESTO
STORR FO
FOR
REEIG
IGNN BRO
BROKERR
KE
BR
BRO OKE
KER
R
(11) Investor gets the (8) Payment is made to
CEDEARs and pays Foreign Broker in a
the Argentine broker foreign currency (FX is
executed) (3) Shares are purchased
in the Non Arg. market
(10) CEDEARs are delivered
using Conformed (4) Share trade settles as
Transference DVP in a local currency
(5) Delivery of Shares to
the Custodian (Free
CAJA DEVALORES of Payment)
CAJA DEVALORES

(6) Issuance Fees are

paid to the Custodian STO
STOCCK
KEEXC
XCHANG
HANGEE
(9) Issuance of CEDEARs

CCEEDE
DEAR
ARISSUE
ISSUER
R C
CUSTO
USTODIAN
DIANIN
INUS
US

(7) Custodian notifies that shares

are in the Custody Account

Notes: Trade Date

Settlement Date
Exhibit 2:
CEDEARs – Cancellation Process
An Investor places an order to sell 100 IBM Represented Shares or the equivalent of 1000 CEDEARs.

(2) Places order t o sell (3) Shares are sold in the

(1) Places order t o sell CEDEAR the Represent ed Non Arg. Market
Shares
(5) Delivers CEDEAR AR
ARGGENTINE
ENTINE FO
FOREIGNNBRO
REIG BROKER
KER
INVESTO
INVESTORR BR
BROOKE
KERR

(6) Payment is made (4) Trades set tle as DVP (9) Delivery of Shares t o
t o Investor in a f oreign currency Foreign Broker
(FX is executed) (Free of Payment)

(7) Delivers CEDEARs to (10) Cancellat ion

CEDEAR Issuer fees are paid t o
Cust odian

(8) Instruct t he release of the

Ordinary Shares

CEDEAR
CEDEARISSUER
ISSUER CCUSTO
USTODIAN
DIAN

(12) Instruct to (11) Release

Cancel CEDEARs confirmation

CCAJA
AJA DE
DEVALO
VALORRES
ES

Notes: Trade Date

Settlement Date
Exhibit 3:
CEDEARs – Dividend Payment
(1) Declares Dividend
Record / Payable date
ISSUE
ISSUERRO
OFFTHE
THE
RREPR
EPRESENTE
ESENTEDDSHAR
SHARES
ES

(3) Delivery Dividend

(2) Sets Record and Payment

dates in Argentina
(4) Delivers Dividend
Dollar Payment
C
CUSTO
USTODIAN
DIAN less Withholding Tax CCEEDE
DEAR
ARISSUE R
ISSUER

(5) Pays CDV

C
CAJA
AJADE
DEVALO
VALORRES
ES

(6) Disburses t o
CEDEAR holders

C
CEDE
EDEAR
ARHO
HOLDE
LDERR

Exhibit 4:
CEDEAR Group at Deutsche Bank
Deutsche Bank CEDEAR professionals will be pleased to discuss with investors and their brokers the material
contained herein and to answer any questions that may arise related to CEDEARs, their features, uses and
requirements.

CEDEAR ISSUER: DEUTSCHE BANK S.A.

TUCUMAN 1 – PISO 13°-
1049 – CAPITAL FEDERAL
ARGENTINA
PHONE: (54 11) 4590-2926/2915/2989
FAX: (54 11) 4590-2990

INTERNATIONAL CUSTODIAN: DEUTSCHE BANK AG NEW YORK

DIRECT SECURITIES SERVICES
ATTN. FLORIS VREEDENBURGH
60 WALL STREET 28TH. FLOOR
(MAILSTOP:NYC60-2801)
NEW YORK, NY 10005

 FOR PRODUCT INQUIRIES: FLORIS VREEDENBURGH

PHONE: +1-212-250-3723
E-MAIL: floris-j.vreedenburgh@db.com

 SETTLEMENT TEAM: ALEX HIDALGO

JAVIER BRITOS
LUPE VALDIVIEZO-SMALLS

PHONE:+1-904-520-5499
FAX: +1-201-477-6838
E-MAIL: dss.us@db.com
Exhibit 5:
CNV Resolution N.291
CEDEAR REGULATIONS
CERTIFICADOS DE DEPÓSITO ARGENTINOS

Ministry of Economy
and Public Works and Services
Argentine Securities Commission

Buenos Aires, July 10th, 1997

HAVING SEEN THESE PROCEEDINGS entitled “CERTIFICADOS DE DEPOSITO ARGENTINOS in re

Draft Resolution,” pending under Dossier N. 587/97 and the opinions of the Gerencia de Emisoras and
Subgerencia de Assoramiento Legal (‘Issuers” Management Department and Legal Office, respectively), and

CONSIDERING

THAT Section 5 of the Rules of this Commission (as amended 1987 and modified by General Resolution N.
214) established that securities issued by entities not authorized to make public offerings thereof within the
Republic of Argentina could be accepted as underlying assets of negotiable depositary receipts.

THAT such form of negotiation has been strongly accepted in other developed markets and is now in process
of being implemented in some Latin American countries, such as Brazil and Mexico.

THAT, without prejudice to the existence of the above referenced rule, up to this date no Depositary Receipts
Issue Program has been actually created in our markets.

THAT such circumstance would indicate the apparent need to introduce changes to the current regime.

THAT the introduction of new instruments into the local markets seems thus advisable.

THAT the current regulations, embodied in the RULES of the ARGENTINE SECURITIES COMMISSION,
New Text 1997, require greater accuracy and flexibility as to create attractive and safe conditions in the
development of these negotiations.

THAT the introduction of this regulation was decided in the light of the great development experienced by
our market as a means to further attract foreign investors.

THAT in the inception of this new modality the role of the depositary receipts issuers as promoters thereof is
deemed of great importance.

THAT a system has been therefore structured that contemplates the implementation of programs without the
sponsorship (and, thus, without the cooperation) of issuers of underlying assets.

THAT this has determined the creation of a more flexible regime as concerns reporting requirements in those
programs that are not backed by issuers of underlying assets.

THAT, anyhow, the foregoing does not impair the situation of investors willing to invest in those securities as
compared to that of investors willing to directly invest in the country of origin of the underlying asset.

THAT these reporting differences should be notified to the investor community.

THAT as a consequence of the foregoing and among other aspects, it is deemed particularly in order to
regulate in further detail the conditions and obligations to be satisfied by the issuer of negotiable depositary
receipts.

THAT these presents is issued pursuant to the powers vested by Sections 6 and 7 of Law 17.811.

THEREFORE,
THE ARGENTINE SECURITIES COMMISSION

RESOLVED

SECTION 1
The following regulations applicable to the CERTIFICADOS DE DEPOSITO ARGENTINOS (hereinafter,
individually, a “CEDEAR” and, collectively, the “CEDEARs”) shall be incorporated to Chapter VI of the
RULES of the ARGENTINE SECURITIES COMMISSION, New Text 1997, (the “RULES”), as Sections 87
through 99 thereof.

SECTION 87

The entities listed in Section 88 may apply for the approval of Argentine Depositary Receipts Issue Programs
evidencing the deposit of securities of other entities which are not authorized for purposes of a public offering
within the Republic of Argentina.

The CEDEARs will be authorized for purposes of their public offering subject to the provisos hereof and to
the rules applicable to the listing thereof to be therefor established by the stock exchanges within their
jurisdiction.
 SECTION 88

CEDEARs may be issued by:

1. permitted custodians of the Republic of Argentina, and

2. commercial or investment banks and financial institutions licensed to carry on business by the
CENTRAL BANK OF THE REPUBLIC OF ARGENTINA.

The issuer of the CEDEARs shall, in all cases, have a networth equal to or higher than THIRTY MILLION
PESOS ($30,000,000).

SECTION 89

The CEDEARs will evidence the deposit of a single kind and class of securities per program, all of which
shall be freely available (except for the restrictions exclusively stemming from the program) and shall grant
equal rights to the holders thereof.

The securities whose deposit is represented by CEDEARs shall be issued by an issuer:

(a) authorized to make public offerings and to list on any exchange supervised by a governmental
regulatory entity with which the ARGENTINE SECURITIES COMMISSION has signed a
Memorandum of Understanding providing for their mutual cooperation and information; or

(b) authorized to make public offerings and to list on any of the stocks or securities exchanges of
BRAZIL, URUGUAY, PARAGUAY or CHILE; or

(c) whose securities, though not admitted for purposes of their public offering and listing on any of the
above referenced stocks or securities exchanges, are accepted as underlying assets through a
grounded resolution of this commission.

At the result of their lawful holder, the CEDEARs may be freely exchanged for the securities represented by
the CEDEAR to be so exchanged. Upon delivery of the securities the relevant CEDEARs shall be cancelled
and (as applicable) destroyed. Delivery of the securities may be either physically certificated or duly
registered according to the nature thereof and/or to the characteristics of the deposit.

Pursuant to subsection (g) of Section 95 hereof, on the Program’s expiration date all CEDEARs then
outstanding shall be exchanged and, accordingly, cancelled, the pertinent securities being then delivered.

New CEDEARs may be issued against deposit of the equivalent securities, provided the maximum permitted
amount under the Program is not exceeded.

Issuers of CEDEARs shall at all times have, as from the issue thereof, as many unencumbered, unrestricted
and freely available securities as CEDEARs of those securities are then outstanding (not having been
cancelled by reason of the exchange).

The Commission may authorize, on a case by case basis, the execution of agreements contemplating the
provisional and temporary existence of CEDEARs unbacked by deposited securities, provided there are
sufficient guaranties therefor. In these cases the Commission shall establish the maximum permitted term for
the subsistence of this situation and the maximum percentage that the provisionally unbacked CEDEARs may
bear the total issue. To such end, the interested party shall ground the petition for any such exception,
accompanying the relevant contract for purposes of its revision by the Commission.

SECTION 90

The securities may be deposited with:

(a) the issuer of the CEDEARs or;

(b) an eligible and permitted Custodian in the returns of Law 20.643, or

(c) the common depositary of securities acting in the country of issue of the securities; or

(d) a bank or custodian acting within the country of issue of the securities having a minimum networth
of TWO HUNDRED MILLION PESOS ($200,00,000) or its equivalent in the currency of the
country of issue.

In all cases a provision shall be included to the effect that the depositary may not acquire any interest in not
use the deposited securities, which shall be immobilized to the same extent of a regular deposit, only for
purposes of counterbalancing the CEDEARs.

The depositary of the securities may not be changed without the approval of the absolute majority of the
holders of the CEDEARs of the relevant issue, prior notice thereof to the Commission evidencing the
approval so obtained. Such approval may be given at a meeting of holders or, else, individually, provided it
can be proved beyond any reasonable doubt the approximate simultaneity of the consultation to the holders of
the CEDEARs. The meeting shall be governed by the rules established in the relevant CEDEAR issue
agreement and, supplementally, by the Rules of Law 15.560 applicable to extraordinary meetings.

The anticipated and general approval of a changed depositary will in no case be permitted. The approval
shall be in all cases expressed in respect of a specific proposal and upon identification of the prospective
successor depositaries.
 SECTION 91

The CEDEARs will be freely transferable and may be issued in registered non endorseable or book-entry
form. Each CEDEAR will evidence one or more securities of the same class, kind, and issuer. In
exceptional cases, the ARGENTINE SECURITIES COMMISSION may authorize the issue of CEDEARs
evidencing fractions of securities, provided the relevant agreements reasonably guarantee the exercise of the
rights stemming therefrom and the redemption contemplated under Section 89 by the participants in each unit
security.

The general provisos governing registered or book-entry securities, as the case may be, as current on each
occasion, will apply.

The registered CEDEARs shall contain at least:

(a) the name and main domicile of the issuer of the represented securities;

(b) the place of authorization of the issue of the securities represented by the CEDEARs, with the
relevant identification of the said authorization by the applicable regulatory authority;

(c) the number of securities represented by each CEDEAR;

(d) the name and main domicile of the issuer of the CEDEAR;

(e) the number of authorization of the issue or program under which the CEDEAR was issued;

(f) the conspicuous legend to the effect that the said instrument does not evidence securities but a
certificate of the existence of the deposited securities therein referred to in favor of the issuer of the
CEDEAR; and

(g) the place of deposit of the securities so represented.

Records kept in respect of book-entry CEDEARs shall contain the data indicated in subsections (a), (b), (d),
(e), and (g), as applicable.

The CEDEARs will grant their holders the benefit to all rights inherent in the securities represented by the
said CEDEARs, without prejudice to the exercise thereof through the issuer of the CEDEARs.
 SECTION 92

Either programs sponsored or unsponsored by the issuer of securities represented by the CEDEARs may be
issued.

Unsponsored programs may either include or not an agreement concerning the program between the issuer of
the CEDEARs and the issuer of the securities represented by the CEDEARs, yet the issuer of the CEDEARs
shall comply with the reporting requirements of Section 93.

Sponsored programs shall, in addition, comply with the provisos specified in Section 94 of this Chapter.

Whenever the securities represented by the CEDEARs correspond to an initial public offering, only sponsored
programs will be accepted.

The issue of a CEDEAR in respect of the same security will not be permitted if there already exists an
authorized and outstanding program of the said security by an issuer other than the initially authorized issuer,
with such exception as the Commission may grant under a grounded resolution.

SECTION 93

As concerns unsponsored programs, the reporting requirements shall be limited to the issuer of the CEDEARs
and will exclusively establish:

(a) that the issuer of the CEDEARs shall file with the ARGENTINE SECURITIES COMMISSION and
at the same time make available to the investors through the stocks or exchanges where the
CEDEARs are traded:

(1) within TEN calendar (10) days from its publication, a copy of any information and
documentation filed by the issuer of the securities whose deposit is represented by the
CEDEARs vis à vis the stocks or exchanges where same are traded and any information and
documentation published by any of same or by the issuer itself, when the information is not
included in subsection (iii) of this Section; being required, within like term, to submit all
publicly available even though not yet published data and documents theretofore filed with
the regulatory authorities, in which case the term will be computed as from the relevant
filing with the regulatory authority;

(2) Upon the Issuer of the CEDEARs being informed thereof in its capacity as shareholder (and
in no case after TWENTY FOUR (24) hours as from receipt from the Issuer or published in
the country where the issue of the represented securities was authorized or where the said
 securities are traded) any information or documentation relevant to the Issuer of the
securities whose deposit is represented by the CEDEARs;

(3) within TEN (10 calendar days as from the filing vis-à-vis the regulatory authorities or
exchanges or stocks where the securities are traded, the financial, accounting and/or income
statements whether annual, quarterly or interim, as well as any other accounting information
about the issuer of the securities represented by the CEDEARs. If the information so filed is
not reconciled as required by the current accounting standards of this Commission, such
omission shall be conspicuously notified in the Information made available to investors.
The notice to be so included shall specify the bases used to prepare the information and, as
applicable, shall also indicate that, if applied to those statements the rules of this
Commission, certain differences could result in respect of the Information being furnished.

(b) furthermore, that the issuer of CEDEARs is subject, whenever applicable, to the provisos of Chapter
XVII of the RULES, both in respect of facts or acts that effect or are connected with the Issuer of the
CEDEARS or of facts or acts that effect or are connected with the issuer of the securities represented
by the CEDEARs, of which it might have become aware either in its capacity as shareholder or upon
their publication by the regulatory authority of the country of origin of the issuer of the securities
represented by the CEDEARs or by the stocks or exchanges where same are traded.

The submission by the issuer of the CEDEARs of the information and/or documentation about the
issuer of the securities represented by the CEDEARs, shall qualify as an affidavit to the effect that it
is true and accurate information published by or received from the issuer of the securities represented
by the CEDEARs and that no other information has been obtained by the Issuer of the CEDEARs in
its capacity as shareholder.

SECTION 94

Under CEDEARs sponsored issue programs, the issuer of the evidenced securities shall apply vis-à-vis the
ARGENTINE SECURITIES COMMISSION for their acceptance into the public offerings regime under
CEDEARs programs, therefore following the procedure indicated in Section 96 hereof. Once accepted to
join this regime, the issuers of securities represented by CEDEARs shall comply with the periodic reporting
requirements of Chapter XVII of the RULES. This information should be filed jointly with a certificate
issued by an Argentine chartered accountant with any relevant adjustment resulting upon applying thereto the
relevant rules of this Commission, of the stock exchange or market where the CEDEARs are traded and the
then current Generally Accepted Accounting Principles of the Republic of Argentina. The information shall,
in all cases, be filed and published in the Spanish language.

SECTION 95

In addition to the provisions of Section 93 hereof, the issuer of the CEDEARs shall in all cases within
THIRTY (30) days as from the close of each calendar quarter inform the ARGENTINE SECURITIES
COMMISSION and the stock or exchange where the CEDEARs are being then traded:
(a) the number of outstanding CEDEARs on the first day of the reported quarter under each program in
which the issuer is participating;

(b) the number of securities corresponding to each program which have been exchanged for CEDEARs
and withdrawn from the deposit during the reported quarter;

(c) the number of CEDEARs issued against deposit of the new securities under the program during the
reported period;

(d) the number of outstanding CEDEARs per each program at the close of the last day of the reported
quarter;

(e) the number of securities represented per each CEDEAR under each program that are deposited in the
name of the issuer at the close of the last day of the reported quarter and the place of deposit.
Whenever applicable, if the place of deposit were changed, the reasons that justified and
authorizations granted to make any such change shall be duly informed.

Moreover, the issuer shall file with the ARGENTINE SECURITIES COMMISSION and with the stock
exchange or market where the CEDEARs are traded:

(a) within SIXTY (60) days of the close of each fiscal quarter, its interim financial statements
accompanied by a limited revision of an Argentine chartered accountant; and

(b) within ONE HUNDRED AND TWENTY (120) days of the close of each fiscal year, its complete
financial statements, audited and approved by the relevant shareholders meeting.

The issuer of the CEDEARs will be likewise required to inform without delay upon becoming aware of its
occurrence, any fact or ___ likely to affect the issuer, the depositary of the represented securities (if other than
the issuer) or the represented securities, as well as any other change to the compensation structure thereof or
to that of the depositary.

If and to the extent the issuer and depositary are the same person, any changes to the compensation structure
of the issuer or to that of the depositary shall only be effective THIRTY (30) days after being reported.

SECTION 96

The request for approval of the CEDEARs’ program and the admission thereof into the public offering regime
shall be filed by the proposed issuer of the CEDEARs or by it and the issuer of the securities represented
under the program.
Sponsored programs shall be filed by both said issuers.

The application shall be accompanied by the following documents and data:

(a) the contracts relevant to the program and of interest for the investors, between the issuer of the
CEDEAR and the issuer of the securities represented by the CEDEAR (including the program
sponsorship agreement, the CEDEAR underwriting agreement governing the relationship between
the issuer of the CEDEARs and the holders thereof and any other agreement relative to the issue of
the CEDEARs, as applicable) and between the issuer of the CEDEAR and the depositary of the
represented securities, as applicable, that may be then current or that were current during the THREE
(3) year period prior to the filing;

(b) the determination of the stock(s) and/or exchange(s) vis-à-vis which an authorization to list the
CEDEAR will be applied for;

(c) the evidence of the authorization given for the securities represented by the CEDEARs to be publicly
tendered in the country of origin. This submission shall import (no evidence to the contrary being
admitted) the affidavit from the issuer of the CEDEARs and, as applicable, from the issuer of the
securities represented by the CEDEARs, to the effect that the said authorization is in force and fully
effective on the filing date;

(d) a description of the form of the securities (including a facsimile thereof) and, in the case of
book-entry securities, the agreement executed with the Registrar, as applicable;

(e) a legal opinion to the effect of (i) the legality of the securities represented by the CEDEARs; (ii) the
legality of the agreements between the issuer of the CEDEARs and the issuer of the securities
represented by the CEDEARs and (iii) the enforceability by the lawful holder of the CEDEAR of the
exchange referred to in Section 69 hereof;

(f) the declaration as to whether it is a sponsored or unsponsored program;

(g) the term during which the issuer of the CEDEARs undertakes to comply with the reporting
requirements of Sections 93 and 95 hereof and, as applicable, the term during which the issuer of the
securities represented by the CEDEARs undertakes to comply with the reporting requirements of
Section 94. The term of the program may not exceed the shorter term of any such commitment.

Sponsored programs shall as well accompany the information and documentation required under
Chapter VI of the RULES, concerning the issuer of the securities represented by the CEDEARs
which constitute the subject matter of the program. To such effect:

(1) the records of the members of the administration and supervision bodies shall not be
 required;

(2) the financial statements may be submitted according to the formalities of the country of
origin yet shall include the relevant translations and any adjustment resulting upon
application of the then current Generally Accepted Accounting Principles of the Republic of
Argentina, certified by an Argentine chartered accountant;

(3) the provisos of Section 80 of Chapter VI of the RULES shall apply;

(h) the commissions and/or fees to be received by the issuer of the CEDEARs and, as applicable, those
to be received by the depositary of the securities represented by the CEDEARs.

Unsponsored programs shall accompany, in addition to the information and documentation indicated in
subsections (a) through (g) hereof, any other information and/or documentation to be filed, submitted,
produced or otherwise disclosed to the investor community within the framework of the CEDEARs’
placement procedures.

SECTION 97

For all purposes of Section 6 of Law 24,083, the CEDEARs shall be deemed securities issued within the
country.

SECTION 98

The filing of the program shall import the submission of the applicants to the proviso of Law 17,811 and to
the regulatory rules thereof, as amended by this Section.

SECTION 99

The stocks and exchanges where the CEDEARs are traded shall provide for the appropriate mechanisms that
will ensure full disclosure of each program’s terms and of the underwriting agreement governing the
relationship between the issuer of the CEDEARs and the holders thereof. Likewise, same shall also provide
for the appropriate mechanisms tat will permit the investor community to be informed, within the shortest
possible term, of the quotations and traded volumes of the securities evidenced by the CEDEARs in the
relevant exchanges where same are marketed and, as applicable, publish same in the bulletins or newspapers
habitually used to report such market information.

SECTION 2
Subsection (d) of Section 60 of Chapter VI of the RULES of this Commission, New Text 1997, is repealed.

SECTION 3

This Resolution shall become effective on September 1, 1997.

SECTION 4

Be it informed, published, delivered to the NATIONAL BUREAU OF OFFICIAL RECORDS and filed
thereat.

Signatures follow.