Libro I · Título I · Capítulo VI Sección Segunda. De las acciones

The shares into which the share capital of a public limited company is divided shall be represented by instruments that serve to evidence and transfer the status and the rights of shareholder.

To the share certificates, insofar as relevant, the provisions of negotiable instruments shall apply.

All the shares of a company shall be of equal value and shall confer equal rights.

However, in the articles of incorporation it may be stipulated that the capital be divided into several classes of shares with special rights for each class, always observing the provisions of article 34 of this Code.

Each share confers on its holder the right to one vote.

The articles of incorporation may establish, however, that the shares preferred in the distribution of the profits and in the reimbursement of capital upon the dissolution of the company have the right to vote only in the deliberations provided for in article 135.

Shares with multiple voting may not be issued.

Public limited companies (S.A.) are prohibited from issuing shares for a sum less than their nominal value and from issuing definitive certificates if the share is not entirely paid.

The issuance and circulation of share certificates or of provisional certificates are exempt from the taxes on stamped paper and fiscal stamps.

Unless otherwise agreed in the articles of incorporation, the subscribed shares whose calls have been paid shall confer on their holders the right to vote.

The shares are indivisible.

In case of co-ownership of a share, the rights must be exercised by a common representative. If the common representative has not been appointed, the communications and the declarations made by the company to one of the co-owners are valid.

The co-owners are jointly and severally liable for the obligations derived from the share.

A share confers on its holder the status of shareholder and grants them, at a minimum, the following rights:

1ºThe right to participate in the distribution of corporate profits and of the assets resulting from liquidation.

2ºThe preferential right to subscribe in the issuance of new shares.

3ºThe right to vote in general assemblies.

These rights shall be exercised in accordance with the provisions of this Code and do not affect any other rights established in favor of special classes of shares.

Unless otherwise agreed, in the case of a pledge or usufruct over shares, the right to vote corresponds in the first case to the shareholder and in the second, to the usufructuary.

The preferential right to subscribe new shares corresponds to the bare owner or debtor.

If the usufruct corresponds to several persons, the provisions of article 104 of this Code shall apply.

Share certificates must contain at least:

1ºThe name, domicile and duration of the company.

2ºThe date of the incorporation deed, place of its execution, notarizing notary and data of its registration in the Mercantile Registry.

3ºThe name of the holder of the share, if they are registered shares.

4ºThe amount of the authorized capital and the manner in which it will be distributed.

5ºThe nominal value, its class and register number.

6ºThe particular rights and obligations of the class to which they correspond and a summary inherent to the rights and obligations of the other classes of shares, if any.

7ºThe signature of the directors who, according to the articles of incorporation, must sign them.

The provisions of this article also apply to the provisional certificates distributed to shareholders before the issuance of the definitive certificates or when the shares are not fully paid. The provisional certificate must also state the amount of the calls paid on the value of the shares and must be a registered certificate.

Shares must be registered. Public limited companies (S.A.) incorporated before the entry into force of the Civil Forfeiture Law, whose articles of incorporation authorize them to issue bearer shares and which have pending the issuance of shares, must make such issuance only with registered shares.

Those who have transferred provisional certificates are obligated to register the transfer with the company and shall be jointly and severally liable with the acquirers for the unpaid amount, during a term of three years from the date of transfer.

Payment may not be demanded from the transferor except in the case where the request made to the holder of the share has been unsuccessful.

Once the shares are fully paid, the provisional certificates shall be exchanged for the definitive certificates.

When a shareholder does not pay, at the agreed times, the value of their share or the pending calls, the company may, at its option:

1ºSell, for the account and risk of the defaulting shareholder, the shares corresponding to them and, with the proceeds, cover the liabilities that result, and the remaining balance shall be delivered to them.

2ºReduce the shares to the amount that results fully paid with the payments made; the others shall be invalidated, except as provided in the articles of incorporation.

3ºProceed to collect the pending calls through enforcement proceedings, the notarial record of the accounting records, in which the existence of the obligation is recorded, constituting an enforcement instrument; the documents and decisions pertinent to the term of the obligation shall be transcribed in said record.

The company may only acquire its own shares in the case of exclusion or separation of a shareholder, provided that it has accumulated profits and capital reserves and only up to the total of such profits and reserves, excluding the legal reserve.

If the total of profits and capital reserves is not sufficient to cover the value of the shares to be acquired, the capital must be reduced.

The shares acquired by the company in accordance with the first paragraph of this article may only be disposed of with authorization of the general assembly and never at a price lower than that of their acquisition.

The rights granted by the shares so acquired shall be suspended while they remain the property of the company.

If within a term of six months the company has not achieved the sale of such shares, the capital must be reduced, in observance of the legal requirements.

For the amortization of shares, the following rules shall be observed:

1ºOnly fully paid shares may be amortized.

2ºIf the amortization is by reduction of capital, it must be agreed by the general assembly, following the preparation of a general balance sheet, in order to determine the book value of the shares.

3ºIf the amortization of a certain class or series of shares is provided for in the articles of incorporation, the amortization shall be made under the conditions determined by that instrument, which must appear in the certificates of the respective shares.

4ºThe amortization of shares not regulated in the articles of incorporation shall be made in the manner determined by the extraordinary general assembly, when resolving on the reduction of capital and in accordance with the provisions of article 210. The designation of the shares to be amortized shall be made by drawing lots before a notary.

5ºUnless otherwise provided in the articles of incorporation, the amortization value of each share shall be its book value, according to the balance sheet mentioned in item 2º.

6ºThe certificates of amortized shares shall be cancelled and, in their place, enjoyment certificates may be issued, when expressly provided by the articles of incorporation or by the resolution of the general assembly.

7ºThe right of the holder of amortized shares to collect the price of the shares and, where applicable, to collect the enjoyment certificates, shall prescribe in ten years, counted from the date of publication of the agreement of reduction of capital.

The enjoyment certificates granted to the holders of the amortized shares do not confer the right to vote in the general assembly. The same participate equally with the non-amortized shares in the distribution of the profits remaining after payment to the non-amortized shares of a dividend equal to six percent (6%) per year and, in the case of liquidation, in the distribution of the remaining corporate assets after the reimbursement of the other shares at their nominal value.

The company may not make advances on its own shares, nor loans to third parties to acquire them.

In the election of directors of the company, the shareholders with the right to vote shall have as many votes as the number of their shares multiplied by the number of directors to be elected and may cast all their votes in favor of a single candidate or distribute them among two or more of them.

Agreements among shareholders on the determined exercise of the vote are valid, and a common representative may also be entrusted to exercise the vote. Such agreements may not have a duration longer than ten years, must be recorded in a public deed and the notarizing notary must give notice of the existence of an agreement of the types referred to in this article to the company and to the Mercantile Registry, briefly stating the titles of the shares.

An agreement that limits or controls the vote does not prevent the transfer of the share.

The articles of incorporation may provide that the transmission of registered shares be made only with authorization of the directors. This clause shall be recorded in the text of the certificates.

The holder of these shares who wishes to transmit them must notify the directors in writing, and they, within a term not greater than thirty days, shall authorize the transmission or deny it, designating in that case a buyer at the current stock exchange price of the shares or, in the absence of such price, at the price determined by experts.

The silence of the directors is equivalent to authorization.

The company may refuse to register a transmission made without such authorization.

In the event that these certificates must be sold compulsorily, the creditor or the public official who makes the sale must inform the company, so that it may exercise the rights conferred on it by this article. If the creditor or the public official fails to do so, the company may also refuse to register the transmission.

No stockbroker, broker or commission agent may exercise the voting right of shares held in their possession by reason of their trade.

The company shall consider as shareholder the person registered as such in the Registry of Shareholders, if the shares are registered, and the holder thereof, if they are bearer shares.

The material exhibition of the certificates is necessary for the exercise of the rights embodied in bearer shares, but it may be replaced by the presentation of a deposit certificate from a banking institution, or by a certification that the certificates are at the disposal of an authority in the exercise of its functions.

The definitive share certificates must be issued within a term not exceeding one year, counted from the date of the incorporation deed or of the amendment thereof.

In the meantime, provisional certificates may be issued, which must be exchanged for the definitive certificates.

Shares may carry attached coupons, which shall be detached from the certificate and delivered to the company against the payment of dividends. The coupons may be bearer coupons, even when the certificate is registered.

The certificates and the provisional certificates may cover one or several shares.

The definitive certificates and the provisional certificates must be exchanged and cancelled when, for any cause, the indications contained in them are to be modified. However, these modifications may be stamped on the certificates, provided that their reading is not made difficult.

Shareholders may judicially demand the issuance of the provisional certificates and, where applicable, that of the definitive certificates, upon the conclusion of the terms provided in article 120 of this Code or, if shorter, those fixed by the articles of incorporation.

Companies whose capital is divided into shares must keep a registry of shares or provisional certificates thereof, with the following minimum information:

1.Shareholders who are natural persons: full name, nationality and data of the identification document.

2.Shareholders who are legal persons: full company name, identification of the legal person that is a shareholder and the country or jurisdiction under whose laws it was incorporated.

3.Shares, participations or contributions that are within the assets of trusts, legal structures or another legal figure of a patrimonial nature: information that allows their identification, country or jurisdiction under whose laws it was incorporated, as well as the person or persons acting as trustees or administrators thereof.

4.The physical address and email address of each shareholder.

5.Where applicable, the calls made and the payments made.

6.The transmissions of ownership of shares that are made.

7.The conversion of provisional certificates into shares.

8.The exchanges of certificates.

9.The encumbrances that affect the shares.

10.The cancellations of the encumbrances and of the certificates.

In the cases of numerals 1 and 2, it shall be necessary to detail the number of shares that belong to each shareholder or legal structure or another legal figure of a patrimonial nature, stating the numbers, series, classes and other particularities of the shares.

The aforementioned registry of shares of the company must be kept in a book authorized by the Mercantile Registry, which may be physical or electronic, kept up to date and under the responsibility of the secretary of the management body of the company, or where applicable by the Sole Director, who shall be authorized to issue certifications of the information contained therein. Said registry must be kept at the corporate seat of the legal person.

When the shares are registered for public stock market offering, the person responsible for keeping the registry of shareholders must abide by the provisions of the following paragraph.

Companies must give notice to the Mercantile Registry, through the means that it establishes, of the first registration and other transmissions of ownership of shares registered in their registry of shares, within the ten (10) business days following the completion thereof, and must include the information referred to in numerals 1 to 4 of this article. Failure to comply with the provisions established in this article shall be sanctioned with a fine equivalent to five to fifty minimum wages for non-agricultural activities of economic district one, which shall be imposed by the Mercantile Registrar. Commercial companies whose shares are registered for public stock market offering are exempt from the obligation established herein, provided that the registry of shareholders is kept by or for the issuer within the system or records of a securities central depository or of a central securities depository and its participants. The information on the shareholders of commercial companies whose shares are registered for public offering must contain, at least, the data and record the acts indicated in this article. The Mercantile Registry must keep and safely safeguard an electronic database with the information provided by the companies in accordance with the preceding paragraph, which shall have a confidential character; consequently, it may not provide said information to a natural or legal person, public or private, except and only to the Superintendency of Banks and the Public Prosecutor's Office, exclusively for the exercise of their functions and attributions. The Mercantile Registry shall keep, under the same confidential character, the queries made by said entities, and must implement the optimal instruments, mechanisms and procedures to verify compliance with the provisions of this article.

The refusal or unjustified delay of the company to register a shareholder in the Registry of Registered Shares obligates it, jointly and severally with its directors, to the payment of the damages caused to that shareholder. In such case, the judge shall order the registration.

Unless otherwise agreed in the articles of incorporation, the shareholders shall have a preferential right, in proportion to their shares, to subscribe the new shares that are issued. This right must be exercised within the fifteen days following the publication of the respective agreement.

If the shareholder does not exercise this right within said term, the management of the company may proceed to have the shares subscribed in the manner it deems most convenient for the corporate interests or open the subscription to the public.

Registered shares are transferable by endorsement of the certificate, which the interested party, in order to be considered a shareholder, shall have registered in the corresponding book.

Bearer shares are transferable by mere delivery.

In the case of destruction or loss of bearer shares, the interested party may request their replacement before the judge of First Instance of the domicile of the company, offering evidence to demonstrate the ownership and prior existence of the certificate whose replacement is requested.

The judge, with notice to the issuing company, shall order the publication of the request in the Official Gazette and in another newspaper of the largest circulation in the country; the publication shall be made three times, at intervals of at least five days, and if there is no opposition, the replacement of the certificate shall be ordered, prior granting of adequate security, in the judgment of the judge.

The security shall cover at a minimum the nominal value of the certificate and shall lapse in two years from the date of its granting, without the need for any declaration.

For the replacement of registered certificates, judicial intervention is not required; it is at the discretion of the directors of the company to require or not the provision of security.

The shareholder who, in a determined operation, has on their own account or on behalf of another an interest contrary to that of the company shall not have the right to vote the agreements relating to that operation. The shares that are in such situation shall be counted for the purposes of the quorum of presence.

The shareholder who contravenes this provision shall be liable for the damages, when without their vote the necessary majority for the validity of the resolution would not have been obtained.

Dividends may not be distributed on the ordinary shares without first setting aside for the limited-voting shares a dividend of not less than six percent (6%) in the corresponding fiscal year. The articles of incorporation or the act of creation of the limited-voting shares may establish a higher percentage or the accumulation of the dividend not paid in one fiscal year to other fiscal years or other modalities. These circumstances must appear in the certificate of such shares.

The holders of the limited-voting shares shall have the rights that this Code confers on the minorities with respect to opposition to corporate decisions and knowledge of the balance sheets of the company. Upon the liquidation of the company, the limited-voting shares shall be reimbursed before the ordinary shares.