Libro I · Título I · Capítulo VI Sección Tercera. De las asambleas generales

The general assembly, formed by the shareholders legally convened and gathered, is the supreme body of the company and expresses the corporate will in the matters within its competence.

The matters mentioned in articles 134 and 135 are of the exclusive competence of the assembly.

The general assemblies of shareholders are ordinary and extraordinary.

The special assemblies shall be governed, insofar as applicable, by the rules given for the general assemblies.

The ordinary assembly shall meet at least once a year, within the four months following the close of the fiscal year, and also at any time when it is convened. It must deal, in addition to the matters included in the agenda, with the following:

1ºDiscuss, approve or disapprove the profit and loss statement, the general balance sheet and the report of the management and, where applicable, of the auditing body, if there is one, and take the measures it deems appropriate.

2º.Appoint and remove the management body, the auditing body, if there is one, and determine their respective emoluments.

The registration of the appointment and the removal of the management body shall be made in accordance with the provisions of article 45 of this Code.

3ºKnow and resolve on the draft distribution of profits that the directors must submit to its consideration.

4ºKnow and resolve on the matters that the articles of incorporation specifically assign to it.

Extraordinary assemblies are those that meet to deal with any of the following matters:

1ºAny modification of the articles of incorporation, including the increase or reduction of capital or the extension of the term.

2ºCreation of limited-voting or preferred shares and the issuance of bonds or debentures when not provided for in the articles of incorporation.

3ºThe acquisition of shares of the same company and the disposal of them.

4ºIncrease or decrease the nominal value of the shares.

5ºThe others required by law or by the articles of incorporation.

6ºAny other matter for which it is convened, even when it is within the competence of the ordinary assemblies.

These assemblies may meet at any time.

The general assembly may designate special executors of its agreements.

The rights of third parties and the credit rights of the shareholders against the company cannot be affected by the agreements of the general assembly.

Any clause or agreement that suppresses or diminishes the rights attributed to the minorities by law shall be null.

Also null, except in the cases in which the law determines otherwise, shall be the agreements or clauses that suppress rights attributed by law to each shareholder.

The general assembly, by agreement of the majorities indicated in article 149, may modify or suppress the rights conferred on one or some shareholders, provided that they consent in the manner indicated in article 155.

The general assembly must be convened by means of notices published at least twice in the Official Gazette and in another newspaper of the largest circulation in the country, with no less than fifteen days of anticipation to the date of its holding.

The notices must contain:

1ºThe name of the company in prominent type.

2ºThe place, date and hour of the meeting.

3ºThe indication of whether it is an ordinary, extraordinary or special assembly.

4ºThe requirements that are needed to be able to participate in it.

If it is an extraordinary or special assembly, the notices of call must state the matters to be dealt with.

In the event that the articles of incorporation authorize the holding of assemblies on second call, the date, hour and place at which they will meet must also be stated.

In companies that have issued registered shares, a written notice must be sent to the holders thereof at the address they have registered, containing the details indicated above, which must be sent by certified mail with the anticipation indicated in the first paragraph of this article.

Every shareholder has the right to request that the annual ordinary general assembly resolve on the distribution of the profits.

The call for the assemblies must be made by the directors or by the auditing body, if there is one.

If the calls coincide, preference shall be given to the one made by the directors and the respective agendas shall be merged.

Shareholders representing at least twenty-five percent (25%) of the shares with voting rights may request in writing from the directors, at any time, the calling of a general assembly of shareholders, to deal with the matters that they indicate in their request.

If the directors refuse to make the call or do not make it within the fifteen days following that on which they received the request, the shareholders may proceed as determined in article 38, item 2º of this Code.

In addition to the provisions of article 38, item 2º of this Code, any shareholder may judicially promote the calling of the general assembly when the annual assembly has not been convened or if, having been held, it has not dealt with the matters indicated in article 134.

The general assemblies shall meet at the seat of the company, unless the articles of incorporation permit their meeting in another place.

The agenda must contain the list of the matters that will be submitted to the discussion and approval of the general assembly and shall be formulated by the person making the call.

Those who have the right to request the calling of the general assembly also have the right to request that determined points appear on the agenda.

During the fifteen days prior to the annual ordinary assembly, the following shall be at the disposal of the shareholders, in the offices of the company and during the working hours of business days:

1ºThe general balance sheet of the fiscal year and its corresponding profit and loss statement.

2ºThe draft distribution of profits.

3ºThe detailed report on the remunerations and other benefits of any kind that the directors have received.

4ºThe reasoned report of the work of the directors on the state of the business and activities of the company during the preceding period.

5ºThe book of minutes of the general assemblies.

6ºThe books that refer to the issuance and registries of shares or of bonds.

7ºThe report of the auditing body, if there is one.

8ºAny other document or data necessary for the proper comprehension and understanding of any matter included in the agenda.

When it is a matter of general assemblies that are not the annual ones, the shareholders shall enjoy the same right, as to the documents indicated in items 6º, 7º and 8º above.

In the case of extraordinary or special assemblies, a detailed report on everything concerning the need to adopt the resolution of an extraordinary character must also circulate with the same anticipation.

The directors and, where applicable, the auditing body, if there is one, shall be liable for the damages caused by any inaccuracy, concealment or simulation contained in such documents. In the case of not placing at the disposal of the shareholders one or some of the reports to which they are obligated, the judge before whom any shareholder appears may compel them to present them through enforcement proceedings, without the assembly being suspended for that reason.

The holders of registered shares who appear registered in the registry book five days before the date on which the assembly is to be held, and the holders of bearer shares who, with the same anticipation, have made the deposit of their shares in the manner provided by the articles of incorporation and, in its absence, by article 119, may attend the assembly.

Unless otherwise agreed in the articles of incorporation, the ordinary or extraordinary assemblies shall be chaired by the sole director or by the president of the board of directors and, in their absence, by the person designated by the shareholders present.

The secretary of the board of directors or a notary shall act as secretary of the assembly.

For an ordinary assembly to be considered gathered, at least half of the shares that have the right to vote must be represented.

The resolutions shall only be valid when taken by at least the majority of the votes present.

Unless a higher majority is fixed in the articles of incorporation, in the extraordinary assemblies a minimum of sixty percent (60%) of the shares that have the right to vote must be represented for them to be considered legally gathered. The resolutions shall be taken with more than fifty percent (50%) of the shares with voting rights issued by the company.

If the articles of incorporation allow the ordinary or extraordinary general meeting to be held on second call, the minimum number of shares present with voting rights required for its constitution and the majority required to adopt agreements shall be those determined by said articles of incorporation.

However, in the case of the matters detailed in article 135, decisions at the meeting on second call must be adopted by the favorable vote of at least thirty percent of the shares with voting rights issued by the company.

The general assembly may agree on its continuation on the immediately following days until the conclusion of the agenda.

The disintegration of the quorum of presence shall not be an obstacle for the assembly to continue and to adopt agreements, if they are voted by the legally required majorities, which in the ordinary assemblies shall be established with the initial quorum.

The minutes of the general assemblies of shareholders shall be recorded in the respective book and must be signed by the president and by the secretary of the assembly.

When for any circumstance the minutes of an assembly cannot be recorded in the respective book, they shall be drawn up before a notary.

Within the fifteen days following each extraordinary assembly, the directors must send to the Mercantile Registry a certified copy of the resolutions taken on the matters detailed in article 135.

The president of the assembly and the management shall be jointly and severally liable for compliance with these obligations.

The resolutions legally adopted by the assemblies of shareholders are binding even for the shareholders who were not present or who voted against them, except for the rights of challenge or annulment and withdrawal in the cases indicated by law.

In the case that there are diverse categories of shareholders, any proposal that may prejudice the rights of one of them must be approved by the affected category, gathered in special assembly.

In the special assemblies, the rules of the ordinary ones shall be applied and they shall be chaired by the shareholder designated by the shareholders present.

Any assembly may meet at any time without the need for prior call if the totality of the shareholders corresponding to the matter to be dealt with concurs, provided that no shareholder opposes holding it and that the agenda is approved unanimously.

The agreements of the assemblies may be challenged or annulled when they have been taken in infringement of the provisions of the law or of the articles of incorporation. These actions, unless otherwise agreed, shall be heard in ordinary proceedings.

The actions of challenge or of nullity shall be governed by the provisions of the general law, but shall lapse within a term of six months counted from the date on which the assembly took place.

The execution of the resolutions challenged or subject to an action of nullity may be suspended by the judge, provided that the plaintiffs provide sufficient surety to answer for the damages that may be caused to the company by the non-execution of said resolutions, in case the judgment declares the action unfounded. This suspension may be decreed as a precautionary measure or as an incident in the principal proceeding.

For the exercise of the judicial actions referred to in articles 141, 142, 145 and 157, the shareholders shall deposit the certificates of their shares in a bank, which shall issue the corresponding certificate to be attached to the claim.

The deposited shares shall not be returned until the conclusion of the proceeding; but the depositary shall issue the necessary certifications for the exercise of the corporate rights.

The holders of limited-voting shares shall have the same rights as the holders of ordinary shares for the purposes of the exercise of the actions of nullity and of challenge.

The validity of an assembly or of its agreements shall not be affected by the irregularity of the company.