The company incorporated under the name of “EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE SOCIEDAD ANÓNIMA (EDENOR S.A.)” continues its operation under the name Empresa Distribuidora Norte Sociedad Anónima (Edenor S.A.), pursuant to the provisions set forth in Chapter II, Section V, articles 163 through 307 of Law Nº 19550 (Restated text. Decree841/84) and the relevant creation decree. -
The legal domicile of the corporation shall be in the City of Buenos Aires, at the address stated by the Board of Directors of the corporation for this purpose.
The duration of the corporation shall be NINETY-FIVE (95) years to be computed as from the date of registration of these Bylaws with the Public Registry of Commerce. This term may be reduced or extended by resolution of the Extraordinary Shareholder’s Meeting.
Business Purpose: The Company shall be engaged in the distribution and commercialization of electrical energy within the area, and under the terms and conditions of the concession contract entered into with the National Executive Branch on August 5, 1992. The Company may also, either on its own or in association with third parties, render and/or commercialize telecommunication services and/or rent its facilities for this purpose, pursuant to applicable regulations. In addition, the Company may, on its own, or by means of companies controlled by or related to the Company, acquire shares of other electricity distribution companies, subject to Section 32 of Law No. 24.065, as appropriate. The Company may supply operating services related to electricity distribution and commercialization to such distribution companies. The Company may, on its own or in association with third parties or through companies controlled by or related to the Company, render advisory, training, operation and maintenance services, as well as consulting and management, research and analysis services. It may also assign, for a consideration or at no charge, special knowledge acquired in the performance of the business activities (know-how) and development, installation and operation of IT programs. The Company will perform activities related to electricity distribution in different sectors, whether national or foreign, and specially, but without limitation to, activities related to: a) optimization, management and operation of public lighting and distribution systems, including all technical, administrative and commercial operations linked thereto; b) electricity safety in different aspects; c) rational use of energy; d) research and development of electricity applications in different fields; e) research and development of new technologies related to electricity distribution; f) protection and/or improvement of ecosystems related to the above-mentioned activity; g) training for administrative, commercial and technical staff. Furthermore, the Company may render services to third parties, subject to the authorization by the National Electricity Regulatory Entity (ENRE), which will be granted in each special case. The Company may also subscribe for or acquire shares from commercial companies pursuant to the terms and conditions set forth in the relevant regulations. The Company may subscribe for or acquire shares from mutual guarantee companies as a patron, without affecting, in any case, the capital involved in the supply of the regulated activities. In addition, the Company may act as a trustee, according to the terms and conditions of Law No. 24.441, in those credit transactions authorized to companies that supply goods and services related to electricity distribution and commercialization, and that were granted the guarantee of the mutual guarantee company from which the Company participates as a patron. The Company may carry out such activities as may be necessary to attain its purposes. For such purpose, the Company has full legal capacity to acquire rights, undertake obligations and take any action not forbidden, limited or restricted by law, these bylaws, the decree whereby this Company was formed, the Terms and Conditions of the National and International Open Bidding for the Privatization of the Provision of Electricity Distribution and Commercialization Services in the City of Buenos Aires (Northern Area) and certain Districts of Buenos Aires Province, the Concession Contract of “EDENOR S.A.” and all decrees, resolutions and additional applicable regulations.
Changes in corporate capital and share classes representing the latter may arise from the financial statements of the corporation. The corporate capital shall be represented by Class “A”, “B” and “C” shares. The shares shall be of common stock, all in book-entry form, with a par value of ONE PESO ($1) each and entitled to one (1) vote each. Class “A” shares shall be subject to the regulation set forth in article 10 of these bylaws. Class “C” shares representing TEN PERCENT (10%) of the corporate capital or any other percentage the same may hold in the corporate capital resulting from article 6 of these bylaws and the regulations governing the “Programa de Propiedad Participada” (Employee Stock Ownership Program), if in force – shall continue affected by said Employee Stock Ownership Program implemented pursuant to Chapter III of Law 23696, its Regulatory Decree 584/93 and further supplementary and concordant rules and approved of by the National Executive Branch Decree 265/94. They are registered under the name of “BANCO DE LA NACIÓN ARGENTINA- FIDEICOMISO (Trust) Decree 265/94” and are subject to the legal regulations arising from the rules mentioned above
The issuance of shares corresponding to any amount of the capital shall be made in proportion to FIFTY ONE PERCENT (51%) of Class “A” shares, THIRTY NINE PERCENT (39%) of Class “B” shares and TEN PERCENT (10%) of Class “C” shares, unless otherwise provided for by a General Shareholder’s Meeting or a Class Meeting. The shareholders of Class “A”, “B” and “C” shall be entitled to their preemptive right and to increase the subscription of new shares issued by the corporation, within the same class and in proportion to the relevant shareholding. The remaining shares not subscribed by the shareholders of each class shall be offered to the shareholders of other classes in order to exercise their accretion rights and the remaining shares not subscribed by the latter entitled to such rights may also, as the case may be, be subscribed by third parties. In case of shares subscribed by third parties, non-shareholders of the Corporation – whether as assign of preemptive and/or accretion rights or any other manner-, the relevant shares shall be issued as Class “B” shares. Should, at any time, the holders of Class “A” shares become holders of any other class of shares, they may request the Board of Directors of the Corporation the conversion of their shares of said classes into Class “A” shares, up to a maximum number of shares of said classes, so that it allows them to hold, at any time, Class “A” shares representing fifty one percent (51%) of the total number of outstanding shares
The register of book-entry shares shall be kept by a third party, who shall have prior approval by the National Regulatory Entity for Electricity or the entity that may replace it, and shall perform the relevant entries in accordance with the Company Law, these bylaws, the National and International Public Competitive Bidding for the Privatization of the Provision of Electricity Distribution and Commercialization Services in the City of Buenos Aires and certain counties in Buenos Aires Province and the Concession Contract, pursuant to the limitations on stock transfer, methods and mandates set forth therein
All shares shall be indivisible. Should there be co-ownership, the representation for the exercise of their rights and fulfillment of their obligations shall be unified.
The transfer of book-entry shares and the establishment of rights in rem that may encumber them shall be governed by article 215, first and second paragraph of Law 19550 (Restated Text. Decree 841/84). The purchase of Class “A” shares implies the granting of proxy set forth in article 10 of the Concession Contract, which shall be evidenced in the relevant share register
The shareholders of Class “A” Shares may neither change their participation, nor sell their shares for the first FIVE (5) years as from the date of ENTRY INTO FORCE or TAKING OFFICE. Subsequent to the end of the fifth year, Class “A” Shares may not be transferred, not even to shareholders of the same class, and there may not be any change in the participation percentages held by their holders below fifty one percent (51%), without prior approval by the National Regulatory Entity for Electricity. In the request for approval of share transfer the following information shall be specified: the name of the buyer, the number of shares to be transferred, the price and further conditions of the operation. As regards the request for approval of the changes in the participation of holders of Class “A” shares below fifty one percent (51%), the operations carried out, the percentages resulting therefrom and the holders thereof shall be stated. If within NINETY (90) days of the request for approval, the NATIONAL REGULATORY ENTITY FOR ELECTRICITY does not make any statement, it shall be understood that the application was approved: therefore, the shareholder may validly transfer his shares to the buyer specified and the changes in capital participation shall be validly made. It shall also be applicable for provisions related to limitations and procedures for the change of participations and/or share transfer resulting from the National and International Public Competitive Bidding for the Privatization of the Provision of Electricity Distribution and Commercialization Services of the City of Buenos Aires and some Counties of Buenos Aires Province and/or the act by means of which the above-mentioned Bidding shall be approved of. No Class “A” shares may be given as a security or guarantee of any manner whatsoever. Every change in the participation, share transfer, lien or security, performed in violation of the provisions set forth in these bylaws, shall not be valid.
In the event of arrears in paying in the shares, the corporation may take any step authorized in the Second paragraph of Article 193 of Law 19550 (Restated Text, Decree Nº 841/84).
Within the framework of the Employee Stock Ownership Program referred to in article 5, the corporation shall, on behalf of its permanent personnel of all hierarchies, issue Employee profit-sharing bonuses pursuant to the terms and conditions of Article 230 of Law 19550 (Restated Text Decree Nº 841/84) in order to distribute among the beneficiaries their corresponding proportional share of HALF PERCENT (0.5%) of profits, after tax, of the corporation. Each one of such employees shall receive a pre-determined number of bonuses according to salary, length of service and dependents, pursuant to the approval given by the competent Public Authority. The relevant bonus participation shall be paid to the beneficiaries contemporaneously with the time the dividends shall be paid. The securities representing the Participation Bonus for the Employees shall be handed over to their holders by the corporation. This Employee Participation Bonuses shall be personal and non-transferable and its ownership shall expire when the labor relationship finishes, without entitling the rest of the bondholders to accretion rights. The corporation shall issue a numbered sheet for each holder, specifying their corresponding bonus quantity; the ownership shall be deemed a necessary document to exercise the bondholders’ rights. Each payment shall be evidenced therein. The conditions for the bonus issuance shall be solely modified by Special Meeting called pursuant to the terms and conditions of articles 237 and 250 of the Company Law. The bondholders’ participation shall be computed as expenses and shall be payable under the same conditions the dividends are paid
Ordinary and/or Extraordinary Meetings shall be convened by the Board of Directors or the Statutory Auditor in the cases established by law, or at such times as may be deemed necessary by them, or whenever required by shareholders of any class representing at least FIVE PERCENT (5 %) of the share capital. In the last case, the request shall indicate the matters to be discussed, and the Board of Directors or the Statutory Auditor shall convene the Shareholders´ Meeting to be held within a maximum period of FORTY (40) days upon receiving the request. If the Board of Directors or the Statutory Auditor fails to do so, the call may be made by the controlling authority or by means of legal proceedings. Meetings may be held with the presence of all or some of its members, either physically present or communicated with each other by means of simultaneous transmission of sound, images and words. Equal treatment among all participants, and in-person attendance by shareholders who so decide, will be respected at all times. Both in-person and virtual participation will be considered for quorum and majority purposes. To hold meetings, minutes shall mention those individuals attending the meeting, the place where they are, and the capacity in which they are participating. In addition, applicable regulations must be fulfilled, and the Supervisory Committee must verify and register the regularity of the decisions adopted. Ordinary meetings dealing with the matters included in Section 234, Subsections 1 and 2 of Law No. 19.550, shall be convened and held within the terms established by the applicable regulations. Meetings shall be convened during such days, through such newspapers and within such terms as may be indicated by the applicable legal provisions. The notice convening the meeting shall mention the type of meeting, the date, time and place, modality and the agenda of the meeting. The meeting that was adjourned, upon failure of the meeting originally called, shall be held within the following THIRTY (30) days. Notices of adjourned meetings shall be given to shareholders during THREE (3) days and at least EIGHT (8) days prior to the intended date of the adjourned meeting. For ordinary and extraordinary meetings, meetings as originally called and adjourned meetings may be convened simultaneously. Should the meeting be convened to be held on the same day, there must be one- hour difference at least between both meetings. No notices shall be required when shareholders representing the totality of the capital stock are gathered and the decisions are adopted by unanimous vote of the shares entitled to vote.
Whenever the Meeting shall adopt resolutions affecting rights of one Class of shares or bonuses, the Class’s consent or ratification shall be required, which shall be provided at a special Meeting governed by the rules set forth in these Bylaws for these Ordinary Meetings.
Ordinary Meetings at first call shall require the attendance of shareholders representing the majority shares with voting rights. At the second call, the Meeting shall be deemed duly constituted regardless of the present number of shares with voting rights. The resolutions in both cases shall be made by absolute majority of the present votes that may be issued upon the respective decision.
The Extraordinary Meeting shall be held at first call with the attendance of shareholders representing SEVENTY PERCENT (70%) of the shares carrying voting rights. At second call, the attendance of shareholders representing THIRTY FIVE PERCENT (35%) of the shares with voting right shall be required. The resolutions in both cases shall be made by absolute majority of the present votes that may be issued upon the respective decision.- When dealing with renewal, public offering or delisting of shares composing the corporate capital, total or partial capital reimbursement, merger and spin-off, even in cases of merging companies or of termination of concession contracts of electricity distribution and commercialization, at first or second call, the resolutions shall be adopted by favorable vote of EIGHTY FIVE PERCENT (85%) of shares with voting right, present or not at the Meeting, without applying the vote plurality, if any
Any amendment to the bylaws shall require prior approval issued by the National Regulatory Entity or in the absence thereof, by the ENERGY SECRETARIAT. The Meeting shall have to consider and approve the amendment “ad referendum” of said entity. Should within NINETY (90) days of requesting the approval, the NATIONAL REGULATORY ENTITY FOR ELECTRICITY or in the absence thereof, the ENERGY SECRETARIAT, not issue any statement, the request will be deemed approved. Until the above-mentioned authorization is granted, the resolution adopted at the Meeting shall not be binding upon the corporation, its partners and/or third parties.
For the purposes of attending the meetings, the shareholders shall, before the corporation for its registration in the Meeting’s Attendance Book, present the corresponding ownership certificate issued by the third party that shall keep the registry of book-entry shares, with THREE (3) working days in advance prior to the date on which the meeting shall be held. The corporation shall include the present obligation in the call notice. The shareholders may be represented by an agent pursuant to the provisions set forth in article 239 of Law 19550 (Restated Text Decree Nº 841/84). The Special Meetings shall be governed, where applicable, by the provisions of the present Title and subsidiarily by the provisions set forth in Law 19550 (Restated Text Decree Number 841/84).
The administration of the company shall be entrusted to a Board of Directors, which shall be composed of TWELVE (12) regular directors. The Shareholders´ Meeting shall also designate the number of alternate Directors of each Class for the fiscal year, which shall not exceed the number of regular directors of this Class, and the persons who shall hold these positions, who shall replace the regular directors only within the same Class. The term of office shall be ONE (1) fiscal year. Class “A” shareholders, as a group of shareholders of the Class, shall be entitled to elect SEVEN (7) regular directors and up to SEVEN (7) alternate directors at Ordinary or Extraordinary Shareholders' Meetings. Class “B” Shareholders, as a group of shareholders of the Class, shall be entitled to elect FOUR (4) regular directors and up to FOUR (4) alternate directors at Ordinary or Extraordinary Shareholders' Meetings. Provided that Class “C” shares represent at least SIX PERCENT (6%) of the total shares issued by the Company, Class “C” shareholders, as a group of shareholders of the Class, shall be entitled to elect ONE (1) regular director and ONE (1) alternate director at Ordinary or Extraordinary Shareholders' Meetings. Should Class "C" shares do not reach the minimum participation mentioned above, they shall lose the right to elect ONE (1) regular and alternate director exclusively. Therefore, they shall vote jointly with Class "B" shares, in which case, they shall have the right to elect FIVE (5) regular directors and up to FIVE (5) alternate directors together with Class “C” shares. Should it be not possible at the Ordinary or Extraordinary Meeting called for this purpose to elect the relevant directors corresponding to this Class of shares, a second Shareholders’ Meeting of the corresponding Class shall be called, and in case the same situation takes place at this Meeting, the election of the directors corresponding to this share Class shall be carried out at an Ordinary Shareholders’ Meeting requiring the attendance of all shareholders, regardless of the Share Class they belong to. The Board of Directors may designate an Executive Committee, which shall be composed of directors, in accordance with the provisions of Section 269 of the Argentine Business Entities Act, stating the number of its members, their duties and the procedure for the operation thereof. While the Company makes a public offering of its shares and it is required by the applicable regulation, the Board of Directors shall count on an Audit Committee that shall be made up of THREE (3) members of the Board of Directors, from whom at least TWO (2) shall be independent, pursuant to the criteria determined by the Argentine Securities Commission. For this purpose, one independent regular director shall be elected by Class “A” and one independent regular director shall be elected by Class “B”, unless in cases in which it may not be possible at the Ordinary or Extraordinary Meeting called for this purpose to elect the directors corresponding to any of the above-mentioned share Classes, in which case the election of directors corresponding to said Share Class (including the independent director) shall be made at an Ordinary Shareholders’ Meeting with the attendance of all shareholders, regardless of the share class they belong to, pursuant to the above mentioned provisions. The Audit Committee shall approve its own internal operating rules. The debates and minute books of the Audit Committee shall be governed by the rules applied to the Board of Directors concerning such matters. The Audit Committee shall have the powers and obligations established by the applicable legal and regulatory provisions.
Regular and alternate Directors shall remain in their positions until their substitute shall be appointed, within the scopes determined in the following paragraph for those representing Class “A” shares. Under no circumstances may the appointment of regular and alternate directors representing Class “A” shareholders be extended beyond the termination of each “MANAGEMENT TERM” referred to in the Concession Contract, which shall be a cancellation provision and shall be stated in writing in the instrument formalizing such an appointment. Said instrument shall also state that upon the termination of said term, his term of office shall be extended by being granted with full rights by the GRANTOR, who shall only act within the scope determined in article 10 of the Concession Contract, and failure to comply with the instructions provided by the GRANTOR within such a scope implies bad performance of the position pursuant to the terms and conditions of Article 274 of Law Nº 19550 (Restated Text 1984).
At their first meeting, subsequent to the Meeting in which Board of Directors’ members are renewed, ONE (1) Chairman and ONE (1) Vice-Chairman shall be designated among their members.
Should the number of vacancies in the Board of Directors prevent the meetings from being validly held, even in cases in which all the alternate Directors of the same class have been incorporated, the Supervisory Committee shall appoint their substitute, who shall hold office until the election of the new regular members; therefore, the Ordinary Meeting or Class Meeting shall be convened, as the case may be, within TEN (10) days after the appointments shall be made by the Supervisory Committee.-
Each Director shall provide a guarantee for an amount not less than the sum established by the applicable laws and regulations. The guarantee may consist in bonds, government bonds or sums of national or foreign currency deposited in financial entities or securities banks, payable to the Company, or performance bonds, bank guarantees, surety or civil liability insurance in favor of the Company, the cost of which shall be borne by each director. Under no circumstances, shall the guarantee be created through the direct deposit of funds into the Company´s account. When the guarantee consists in bonds, government bonds or sums of national or foreign currency, the conditions of its creation must ensure its unavailability while the statute of limitations period for possible liability actions is still pending. Such period shall be considered objected if the unavailability conditions provide for a term of not less than three (3) years from the day the director ceases to perform his duties.
The Board of Directors shall meet, at least, once every three months. The Chairman or the person who statutorily replaces him/her may call meetings when deemed appropriate or when requested by any Director in office or by the Supervisory Committee. The call for the meeting shall be made within FIVE (5) days of receiving the request; otherwise, the call shall be made by any of the Directors. The meetings of the Board of Directors shall be convened in writing and notified at the special domicile specified by the Director, indicating day, time, place where the meeting will be held, and shall include the items to be dealt with; they may deal with items not included in the call, so long as the attendance of all the Directors and their unanimous votes are verified.-
Meetings of the Board of Directors may be held with the physical presence of its members, or virtually, communicated with each other by means of simultaneous sound, images and words transmission. Both types of participation shall be deemed valid for quorum and majorities purposes. Members of the Supervisory Committee shall expressly record in the minutes the names of the directors who have participated virtually and the regularity of the decisions adopted during the meeting. The minutes shall record the statements of the directors participating physically and of those participating virtually, as well as their votes in relation to each resolution adopted. Members participating virtually may delegate the signing of the minutes to the members physically present at the meeting, without prejudice to the authorization that they may grant in favor of the latter under the terms of Section 266 of Law 19,550. Meetings of the Audit Committee may also be held with the physical presence of its members, or virtually, communicated with each other by means of simultaneous sound, images and words transmission. Both types of participation shall be deemed valid for quorum and majorities purposes. To that end, the same formalities established for virtual meetings of the Board of Directors shall apply.
The Vice-Chairman shall replace the Chairman in case of resignation, demise, disability, ineligibility, removal or absence, whether temporary or definite, of the latter. A new Chairman shall be elected within TEN (10) days of arising the vacancy.
The Board of Directors may appoint directors, managers or proxy who shall legally represent the corporation in any kind of suits in which the same shall be summoned.
The Board of Directors shall be vested with the fullest powers for the organization and administration of the company, with no further limitations other than those arising from the law, the Decree authorizing the setting-up of this corporation and the present bylaws.
The compensation of the Board of Directors’ members shall be fixed by the Meeting, and shall be adjusted pursuant to Section 261 of Law 19550 (Restated Text Decree Nº 841/84).
The Chairman, Vice-Chairman and Directors shall be held personally and severally responsible for the irregular performance of their duties. Whoever has not participated in the deliberation or resolution, and those who, having participated in the deliberation and resolution or may know thereof, issue a statement of their protest in writing and notify the Supervisory Committee shall be exempted from responsibilities.
Supervision of the Corporation shall be performed by a Supervisory Committee consisting of THREE (3) regular Statutory Auditors who shall stay in office for ONE (1) fiscal year. Furthermore, THREE (3) alternate Statutory Auditors shall be appointed in order to replace the regular statutory auditors in cases set forth by Article 291 of Law Nº 19550. (Restated text Decree 841/84). The regular and alternate Statutory auditors shall stay in office until their substitutes are appointed. Class “B” and “C” shares, deemed as only one class of shares for this purpose only, shall be entitled to appoint ONE (1) regular Statutory Auditor and ONE (1) alternate Statutory Auditor. The remaining members of the Supervisory Committee shall be elected by Class “A” shares.
The compensation of the Supervisory Committee’s members shall be fixed by the Meeting, and shall be adjusted pursuant to Section 261 of Law 19550 (Restated Text Decree Nº 841/84).
The Supervisory Committee shall meet at least once every three months; it may also be called at the request of any of its members within FIVE (5) days of making the request to the President of the Supervisory Committee or the Board of Directors, if applicable. Meetings of the Supervisory Committee may be held with its members physically present or communicated with each other by means of simultaneous transmission of sound, images and words, complying with the requirements established by applicable law. Both in-person and virtual participation will be considered for quorum and majority purposes. Minutes shall mention those members of the Supervisory Committee who participate virtually, the method of communication used, and the regularity of the decisions adopted. Minutes shall also include the statements of members both physically and virtually present, and their votes in relation to each resolution adopted. Those members of the Supervisory Committee virtually present may delegate the minutes’ signature to those members physically present at the meeting. All meetings shall be served in writing at the special domicile indicated by each member of the Supervisory Committee upon taking office. The Supervisory Committee shall hold meetings with the presence of the absolute majority of its members and shall adopt resolutions by simple majority of votes, without prejudice to the rights conferred by law upon the dissident member. In the event of a tie, the person acting as President shall have the casting vote. The Supervisory Committee shall be chaired by one of its members, elected by majority vote at the first meeting of each year; on said occasion, a replacement shall also be chosen in case of absence of the former. The President shall represent the Supervisory Committee before the Board of Directors.
The Corporation’s fiscal year shall close on December 31st of each year. The Income Statements, Inventory, Balance Sheet, Statement of Changes in Shareholder’s Equity and Minutes of the Board of Directors, according to the applicable technical standards and current provisions, shall be drawn up as of such date.
Liquid and realized profits shall be annually distributed as follows: a) FIVE PERCENT (5%) until reaching TWENTY PERCENT (20%) of the corporate capital, computed in accordance with the rules applicable to this case, to the legal reserve fund. b) to the remuneration of the members of the Board of Directors within the percentage set forth by Section 261 of Law 19550 (Restated Text Decree Number 841/84) which shall not be exceeded and to the remuneration of the Supervisory Syndic Committee. c) to the payment of the corresponding Participation Bonus to the Personnel. d) to the voluntary reserves or previsions that Shareholders shall decide to constitute. e) The resulting balance shall be distributed as dividend of the shareholders, regardless of its Class.
Dividends in cash and/or in shares shall be paid to the shareholder in proportion to their respective paid-in capital, within the terms and conditions set forth by the rules of the National Securities Commission.
The right of shareholders to receive payment of cash dividends shall be forfeited in favor of the Corporation after the lapsing of a term of three (3) years to be computed from the date such dividends become payable. In such case, the amount of the so forfeited dividends, which destiny shall be decided by the Shareholder’s Meeting, shall be allocated to a reserve fund.
The liquidation of the corporation, arising from any cause whatsoever, shall be governed by the provisions set forth by Chapter I, Section XIII, Articles 101 through 112 of Law 19550 (Restated Text Decree Number 841/84).
The liquidation of the corporation shall be carried out by the Board of Directors or by the liquidators appointed by the Meeting, under the supervision of the Supervisory Committee.
Liabilities being paid, even the liquidation expenses, the balance shall be distributed among shareholders, regardless of class or category, in proportion to the capital they have paid in.