ALTERNATE DIRECTOR FOR A TERM OF TWO FISCAL YEARS

Anuncio
MINUTES OF SPECIAL MEETING OF CLASS “B” SHAREHOLDERS No. 96. In the City of
Buenos Aires on April 30, 2010 at 01:38 p.m. the representative of Shareholder BANCO DE LA NACIÓN
ARGENTINA, as Trustee of the Programa De Propiedad Participada Trust is present at the registered office
located at Reconquista 151, 7th floor, City of Buenos Aires and recorded its attendance on pages 20 and 21
of the Company’s Share Deposit Book and Record of Shareholders’ Meeting Attendance N° 6, in
accordance with the call to Special Meeting of Class B Shareholders, in its capacity as holder of 75,000,000
common book-entry Class “B” shares representing 100% of the capital stock and votes corresponding to
such class of shares, in order to deal with the Agenda items described in Board Minutes No. 271 dated
March 22, 2010, as published in the Official Gazette and in “La Prensa” Newspaper on and including
March 29 to 31, and April 5 and 6, 2010, which meeting was presided over by Mr. Eduardo Sergio
ELSZTAIN in his capacity as Chairman of the Company. The meeting was attended by Directors: Marcelo
CUFRÉ, Edgardo FORNERO, Julio DREIZZEN, Gabriel A. REZNIK, Pablo D. VERGARA DEL
CARRIL, Carlos Bernardo PÍSULA, Ernesto M. VIÑES, Saúl ZANG and Mauricio WIOR. The Syndics
Dr. Martín Esteban SCOTTO, Dr. Alfredo Héctor GROPPO, Dr. Ricardo FLAMMINI, Dr. José Daniel
ABELOVICH, and Dr. Marcelo Héctor FUXMAN were also present. In addition, the General Manager,
Mr. Fernando RUBIN was also present. Further, Dra. Sabrina FARACI attended the meeting on behalf of
the Buenos Aires Stock Exchange and Dra. Analía VILELA attended it on behalf of the Argentine
Securities Commission (”CNV”). Given the attendance of the sole Class “B” Shareholder and as no
objections were raised against holding the meeting, the Chairman called the meeting to order and submitted
the first Agenda item: I. APPOINTMENT OF ONE SHAREHOLDER TO APPROVE AND SIGN
THE MINUTES. The representative of shareholder BANCO DE LA NACIÓN ARGENTINA –
TRUSTEE OF THE PROGRAMA DE PROPIEDAD PARTICIPADA TRUST, Ms. Verónica LAJVOLF,
took the floor and stated that the Shareholders’ Meeting Minutes were required to be approved and signed
by the representative of the sole Shareholder and anticipated her affirmative vote in such respect..
Accordingly, the Chairman informed that the motion was unanimously approved. Then, the Chairman
submitted the second Agenda item: II. ELECTION OF ONE REGULAR DIRECTOR FOR A TERM
OF TWO FISCAL YEARS, TO REPLACE ONE REGULAR DIRECTOR WHOSE TERM OF
OFFICE HAS EXPIRED. The representative of shareholder BANCO DE LA NACIÓN ARGENTINA –
TRUSTEE OF THE PROGRAMA DE PROPIEDAD PARTICIPADA TRUST, Ms. Verónica LAJVOLF,
took the floor, motioned and voted for the appointment of Mr. Edgardo Luis José FORNERO (Identity
Document No. 10,201,571) to act as Class “B” Regular Director for a term of two fiscal years, to replace
one Regular Director whose term of office has expired, it being thereby stated that the elected director
would take office ad referendum of the relevant decree, in accordance with the provisions of Decree No.
491 dated March 12, 2002. For the purposes provided in the provisions of General Resolution No. 400/02
issued by the Argentine Securities Commission, it is hereby informed that Mr. Edgardo Luis José
FORNERO does not qualify as independent. In addition, the Chairman informed that the person appointed
did not fall within any of the disqualifications provided in Section 10 of the Financial Institutions Law. In
addition, he underscored that the person appointed as Regular Director had given sufficient notice to the
Company, prior to this Shareholders’ Meeting, of his intention to accept the proposed office, and that taking
into account the vote cast by the representative of the sole Class “B” Shareholder, the motion was
unanimously approved. Next, the Chairman submitted the third Agenda item: III. ELECTION OF ONE
ALTERNATE DIRECTOR FOR A TERM OF TWO FISCAL YEARS, TO REPLACE ONE
ALTERNATE DIRECTOR WHOSE TERM OF OFFICE HAS EXPIRED. The representative of
Shareholder BANCO DE LA NACIÓN ARGENTINA – TRUSTEE OF THE PROGRAMA DE
PROPIEDAD PARTICIPADA TRUST, Ms. Verónica LAJVOLF, took the floor, motioned and voted for
the appointment of Mr. Jorge Augusto ALVAREZ (Identity Document No. 13,806,580) as Class “B”
Alternate Director, for a term a two fiscal years to replace one Alternate Director whose term of office has
expired, it being thereby stated that such appointment would become effective ad referendum of the
relevant decree, in accordance with the provisions of Decree No. 491 dated March 12, 2002. For the
purposes provided in the provisions of General Resolution No. 400/02 issued by the Argentine Securities
Commission, it is hereby informed that Mr. Jorge Augusto ALVAREZ does not qualify as independent. Mr.
ELSZTAIN informed that the person appointed did not fall within any of the disqualifications provided in
Section 10 of the Financial Institutions Law and had further given sufficient notice to the Company, prior to
1
this Shareholders’ Meeting, of his intention to accept the proposed office, and that taking into account the
vote cast by the representative of the sole Class “B” Shareholder, the motion was unanimously approved.
There being no further business to transact, the meeting rose at 01:40 pm.
[There follow four illegible signatures]
2
Descargar