Annual Report of a Holding Company — Form U5S
Filing Table of Contents
Document/Exhibit Description Pages Size
1: U5S Annual Report of a Holding Company 108 512K
7: EX-3.(II) Exhibit B-208 By-Laws 21 73K
13: EX-3.(II) Exhibit B-214 23 78K
15: EX-3.(II) Exhibit B-216 23 78K
27: EX-27 Gpu FDS 27-A 2± 14K
28: EX-27 ƒ JCP&L FDS 27-B 2± 13K
29: EX-27 ƒ Met-Ed FDS 27-C 2± 13K
30: EX-27 ƒ Penelec FDS 27-D 2± 13K
2: EX-99 Exhibit Index 2 16K
3: EX-99.B-204 Exhibit B-204 9 32K
4: EX-99.B-205 Exhibit B-205 Articles of Assoc. 6 31K
5: EX-99.B-206 Exhibit B-206 Avon Energy Partners Holdings 7 33K
6: EX-99.B-207 Exhibit B-207 Articles of Assoc. 3 20K
8: EX-99.B-209 Exhibit B-209 Certificate of Incorporation 2± 11K
9: EX-99.B-210 Exhibit B-210 Articles of Association 5 31K
10: EX-99.B-211 Exhibit B-211 1 10K
11: EX-99.B-212 Exhibit B-212 34 127K
12: EX-99.B-213 Exhibit B-213 3 14K
14: EX-99.B-215 Exhibit B-215 3 14K
19: EX-99.C-154 Exhibit C-154 Indenture 91 336K
20: EX-99.C-214 Exhibit C-214 Gpui Award Plan 11 35K
17: EX-99.C-23 Exhibit C-23 Severance Protection Agmt 17 67K
18: EX-99.C-24 Exhibit C-24 Supplemental Pension Agmt 11 42K
16: EX-99.C-8 Exhibit C-8 Gpus Benefits Plan 18 60K
21: EX-99.D-1 Exhibit D-1 5 22K
22: EX-99.E-1 Exhibit E-1 Venture Disclosures 1 10K
23: EX-99.E-2 Exhibit E-2 Venture Disclosures 1 10K
24: EX-99.E-3 Exhibit E-3 Gpui U-13-60 42 121K
25: EX-99.F-1 Exhibit F-1 Compensation 23 99K
26: EX-99.F-2 Exhibit F-2 18 142K
31: EX-99.H-1 Exhibit H-1 Org Chart 21 33K
EX-99.B-204 — Exhibit B-204
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Exhibit B-204
ASSOCIATION OF NOTARIES NOTARIAL INSTRUMENT
Federal Capital - Republic of Argentina LAW 12.990
[inked stamp:] GRACIELA ESTHER AMURA
PUBLIC NOTARY
REG. 3,079
[inked seal:] MINISTRY OF JUSTICE
CORPORATE RECORDS OFFICE
NOTARIAL CERTIFIED COPY B 008650860
Page 1938. FIRST NOTARIAL CERTIFIED COPY. INSTRUMENT NUMBER FOUR HUNDRED
THIRTY-ONE. In the City of Buenos Aires, Capital of the Republic of Argentina,
on August twenty-ninth, nineteen hundred ninety-seven, before me, Authenticating
Notary, THERE DO PERSONALLY COME: Marcelo Aubone Ibarguren, Argentine,
attorney-at-law, married, born May 8, 1944, holder of Voter and Draft
Registration Card number 4.601.675, domiciled at 602 Avenida del Libertador,
22nd floor, in this city, and Sergio Antonio Francisco Quattrini, Swiss,
attorney-at-law, married, born December 30, 1947, holder of national
identification document number 92.478.993, domiciled at 1180 Esmeralda street,
2nd floor "B," in the Federal Capital; I consider both of these persons to be
competent for this proceeding and they are known to me, to which I attest, and
THEY STATE: That they have resolved to form a Corporation [Sociedad Anonima] by
single instrument subject to the following BYLAWS: ARTICLE ONE: The Company
shall be named "EMPRESA DISTRIBUIDORA ELECTRICA REGIONAL S.A." and shall have
its registered office in the City of Buenos Aires. ARTICLE TWO: Its duration
shall be ninety-nine years, calculated as of the date of its recording in the
Public Register of Commerce. ARTICLE THREE: The Company's exclusive purpose
shall be to engage in activities of investment, on its own behalf, on behalf of
third parties and in partnership with third parties, in the Republic of
Argentina and/or abroad within the limits set by current laws and regulations
and subject thereto; to take, maintain and dispose, in any manner, of
stockholdings in companies existing or to be formed in the Republic of Argentina
and/or abroad; to make investments of any type, including public and private
securities and instruments or any other type of security, make loans of its cash
assets temporarily in domestic or foreign currency, gold, equity securities or
other negotiable or non-negotiable securities; to grant and receive loans; and
to grant surety bonds, cosignatures, mortgages, pledges and any other type of
real or personal guaranties, with respect to its own obligations or obligations
or third parties. To that end, the Company shall have full legal capacity to
acquire rights, undertake obligations and perform all actions that are not
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prohibited by law or by these bylaws. Expressly excluded shall be any activities
covered under the Law of Financial Entities (law 21.526). ARTICLE FOUR: The
capital stock shall be TWELVE THOUSAND PESOS (12,000 pesos) represented by
12,000 common, registered, non-endorsable shares with par value of 1 peso each
and with right to one vote per share. The capital may be increased five-fold by
decision of the Meeting of Shareholders, by issuance of common or preferred,
registered non-endorsable shares, as decided by the Meeting of Shareholders,
with right to one vote per share and with par value of one peso (1 peso) each,
which issue the Meeting of Shareholders may delegate to the Board of Directors,
pursuant to article 188 of Law 19.550 (amended text Decree No. 841/84). ARTICLE
FIVE: Shares may be common or preferred, registered non-endorsable, registered
endorsable or bearer when such classes of shares are permitted by current laws
and regulations. Unless the Meeting of Shareholders adopts the
notarial-recording system, the instruments representing the shares and the
provisional certificates shall contain the notations established in articles 211
and 212 of Law 19.550 (amended text Decree No. 841/84). Furthermore, the
certificates representing the shares shall contain the notations stipulated in
article 11 of Decree 63/96 and Law 24.587. ARTICLE SIX: If there is delinquency
in paying for the shares, the Board of Directors may chose any of the procedures
established in Article 193 of Law 19.550 (amended text Decree No. 841/84).
ARTICLE SEVEN: The company may issue negotiable obligations pursuant to the
System of Law 23.576 and successive amendments thereto, debentures, bonds, and
other securities, including new types of securities, regardless of their
denomination or purpose. The relevant issues shall be made inside or outside the
country, in domestic or foreign currency, with or without clause for adjustment
of their par value or interest, whether or not to be placed through the System
of Public Offering, whether or not listable on the securities markets of
Argentina or abroad, all subject to current statutory rules. ARTICLE EIGHT: The
management and administration of the company shall be in the hands of a Board of
Directors, composed of three to nine main members, and the meeting of
shareholders may elect an equal or lesser number of alternates, who shall be
incorporated into the Board of Directors in the order in which they are
appointed. The term of their election shall be one fiscal year, and they may be
reelected indefinitely. The meeting of shareholders shall set the number of
directors, and their compensation. The Board of Directors shall meet with half
plus one of its members and shall adopt resolutions by majority of the persons
present; in the event of a tie, the Chairman shall break the tie by voting
again. At its first meeting, the Board of Directors shall appoint a Chairman and
may appoint a Vice-Chairman, who shall replace the Chairman when the
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Chairman is absent or indisposed. In guaranty of their duties, the main members
shall deposit in the company's coffers the sum of 500 pesos (five hundred
pesos), or the equivalent thereof in public securities. The Board of Directors
shall have full powers of administration and disposal, including powers
requiring special authorizations under article 1881 of the Civil Code and
article 9 of Decree Law number 8965/63. It may, especially: (a) subscribe,
purchase, receive in payment, sell, barter, assign, transfer loans, securities
or shares for the prices, terms, quantities, form of payment and other
conditions that it considers appropriate; (b) form, transfer and extinguish
pledges and any other real right; (c) form, merge, dissolve and liquidate
joint-stock companies; lend its own money or borrow money and accept loans with
or without documents and make any type of transaction with any type official,
private or mixed banking institutions, inside and/or outside of the country,
branches and agencies thereof in the country or abroad, pursuant to the
respective charters or bylaws thereof; (d) apply for placement under the system
of Public Offering of shares, negotiable bonds, debentures and any other
securities, including new types of securities, regardless of their denomination
or purpose, as well as their listing, be it on Stock Exchanges in Argentina or
abroad; (e) give and revoke special and general, judicial, administrative and
other powers of attorney, without or without power to substitute, initiate,
continue, challenge or abandon any type of actions, including criminal
complaints or reports; and (f) perform any other legal act or action that causes
the Company to acquire rights or undertake obligations. The legal representation
of the company shall belong to the Chairman of the Board of Directors or, if he
is absent, the Vice-Chairman. The management of routine business may be in the
hands of an Executive Committee, composed of three to five main Directors. They
shall be appointed and may be removed by the Board of Directors. Barring
resignation, removal or impediment, they shall remain in their positions for the
periods for which the Meeting of Shareholders elected them Directors. The
chairman of the Board of Directors shall be a member of the Executive Committee
and shall chair its meetings. The Executive Committee shall function with the
presence of the absolute majority of its members and shall adopt resolutions
with the absolute majority of votes present. In the event of a tie, the Chairman
shall break the tie by voting again. Minutes must be kept of the meetings.
ARTICLE NINE. The Regular General Meeting of Shareholders shall designate an
Audit Commission composed of three Main Auditors and three alternate Auditors.
The latter shall act in the order of their election and shall replace the main
auditors in case of temporary or permanent impediments. The members of the Audit
Commission shall hold their positions for one fiscal year and may be
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reelected indefinitely, however they shall remain in their positions until they
are replaced, and their powers and duties shall be the ones that are determined
by current law. The members of the Audit Commission must meet the requirements
set by current provisions. They must be notified of their appointment if they
are not present at the Meeting of Shareholders that appoints them. In that case,
their presence at meetings of the Board of Directors or Audit Commission shall
signify acceptance of the position. At the first meeting of the Commission, a
Chairman shall be elected to coordinate tasks and direct debates. Meetings shall
be held at least once every three months and as frequently as required by sound
audit management. Meeting shall also be held at the request of any one of the
main members or members in office or of the board of directors of the Company.
The minimum quorum for validly meeting shall be two of its members and decisions
shall be adopted by the absolute majority of the votes present; the Chairman
shall have the tie-breaking vote. Any of the members of the Commission may
perform any acts that it orders with respect to the Company and/or appropriate
parties, without prejudice to the rights held by the other members of the
Commission. All resolutions of the Audit Commission shall be recorded in a book
of minutes, which shall be consecutive and signed by the persons present, having
the record reflect any dissents. Said book of minutes shall be deposited at the
Company's registered office and each member may request a certified copy of the
meetings recorded in it, issued by any of its members. The Audit Commission
shall be compensated in the manner determined by the Meeting of Shareholders.
ARTICLE TEN: Meetings of Shareholders may be called simultaneously on first and
second notice, in the manner established in Article 237 of Law 19.550, (amended
text Decree number 841/84), in which case it shall be held on second notice the
same day one hour after the first notice failed, without prejudice to what is
provided therein for the case of unanimous Meeting of Shareholders. In the event
of successive notice, the provisions of article 237 cited above shall govern.
The quorum and system of majorities shall be governed by articles 243 and 244 of
Law 19.550 (amended text Decree number 841/84), according to the type of meeting
of shareholders, notice and subject that is being addressed. Special Meetings of
Shareholders on second notice shall be held regardless of the number of shares
present with voting right. ARTICLE ELEVEN: The fiscal year shall end on December
31 of each year. At the close of the fiscal year, the financial statements shall
be drawn up pursuant to current statutory and regulatory provisions and
techniques. The liquid earnings that have been made shall be allocated: 1) 5%
(five percent) until reaching 20% (twenty percent) of the capital stock, to the
legal reserve fund; and 2) To compensation of the Board of Directors and Audit
Board,
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as applicable. The balance shall be allocated as decided by the Meeting of
Shareholders. Dividends must be paid in proportion to the respective holdings
within the year in which they are declared. Dividends not collected within three
years as of the date on which they were made available to the shareholders shall
be considered time-barred and shall pass to the Legal Reserve Fund, when that
fund has been fully endowed, it shall be allocated as resolved by the Meeting of
Shareholders. ARTICLE TWELVE: After the dissolution of the company, its
liquidation shall be in the hands of the Board of Directors acting at the time
or a liquidating commission, which the Meeting of Shareholders may designate. In
both cases, if appropriate, the Audit Commission shall oversee the proceeding.
When the liabilities have been paid off and the stock has been repaid, the
remainder shall be distributed among the shareholders on a basis prorated to
their respective payments. SUBSCRIPTION AND PAYMENT OF CAPITAL: The capital
shall be subscribed and paid for as follows: Marcelo Aubone Ibarguren: 11,999
common, registered non-endorsable shares with value of one (1) peso each and one
vote per share. Sergio Antonio Francisco Quattrini: 1 common registered
non-endorsable share with value of one (1) Peso and one vote, i.e. the total
quantity of Twelve thousand pesos (12,000 pesos), and one hundred percent (100%)
of the subscription, i.e. twelve thousand pesos (12,000 pesos), are hereby paid
in cash. APPOINTMENT OF BOARD OF DIRECTORS. The following are appointed to make
up the Board of Directors: CHAIRMAN: Jorge Romero, MAIN DIRECTORS: Marcelo
Aubone Ibarguren and Sergio Antonio Francisco Quattrini; ALTERNATE DIRECTORS:
Martin Ernesto Gaing and Daniela Luisa Zulema Guinazu. APPOINTMENT OF AUDIT
COMMISSION: MAIN AUDITORS: Julio Pedro Naveyra, Ruben Osvaldo Mosi and Floreal
Horacio Crespo; and ALTERNATE AUDITORS: Carlos Martin Barbafina, Gabriel Rolando
Martini and Corina Ines Pando; they all accept the positions to which they have
been appointed. REGISTERED OFFICE: The registered office is set at 602 Avenida
del Libertador, 4th floor, Federal Capital. SPECIAL DOMICILE: By article 236[?]
of Law 19.550, the directors set their corresponding special domicile at 602
Avenida del Libertador, 4th floor, Federal Capital; their actual domiciles are
the ones indicated in their respective personal information. AUTHORIZATIONS:
SPECIAL POWER OF ATTORNEY is conferred upon doctors Martin Ernesto Gaing,
Daniela Luisa Zulema Guinazu, Pablo Romulo Di Iorio, Mariel Alejandra Manrique,
Alberto Fernando Tujman, Maria Eugenia Ricardes, Juan Manuel Marti, Gabriela
Troiano, Gradiva Ciani and Mr. Luis Alvarez, so that any of them, individually
or jointly, may accomplish any formalities that are necessary to obtain the
consent of the oversight authority and obtain the registration of the Company,
with powers to accept and propose amendments hereto, including
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the purpose, name and registered office, and execute additional instruments,
withdraw any funds that are deposited at Banco de la Nacion Argentina under
Article 187 of Law 19.550 and conduct any other necessary acts, including
applying for recording of the Company's Books at the Public Registry of
Commerce. PRESENT at this proceeding since its start have been Messrs. Jorge
Hector Romero, Argentine, public accountant, married, born November 5, 1948,
holder of Voter and Draft Registration Card number 7.616.326, domiciled at
1610 Avenida Forest, first floor, Federal Capital; Martin Ernesto Gaing,
Argentine, attorney-at-law, married, born March 4, 1955, holder of national
identification document number 11.266.757, domiciled at 255 Avenida Quintana,
3rd floor "B," in the Federal Capital; Daniela Luisa Zulema Guinazu,
Argentine, married, attorney-at-law, born March 22, 1964, holder of national
identification document number 17.029.241, domiciled at 2321 calle Jose
Hernandez, 4th floor, in the federal capital; Julio Pedro Naveyra, Argentine,
married, public accountant, born March 24, 1941, holder of Voter and Draft
Registration Card number 4.368.287, domiciled at 77 calle Parera, 4th floor
"H," in the Federal Capital; Ruben Osvaldo Mosi, Argentine, divorced, public
accountant, born February 5, 1949, holder of Voter and Draft Registration
Card number 4.750.670, domiciled at Marina del Sol - Lanusse and Escalada,
Victoria, jurisdiction of the province of Buenos Aires, temporarily in this
city; Floreal Horacio Crespo, Argentine, married, public accountant, born
January 25, 1945, holder of Voter and Draft Registration Card number
4.521.417, domiciled at 250 calle Quintana, second floor, Federal Capital;
Carlos Martin Barbafina, Argentine, married, public accountant, born
September 3, 1965, holder of national identification document number
17.341.756, domiciled at 25 calle Guayaquil, first floor "A," Federal
Capital; Gabriel Rolando Martini, Argentine, married, public accountant, born
February 21, 1963, holder of national identification document number
16.054.191, domiciled at 324 calle Guayaquil, second floor "A," Federal
Capital; and Corina Ines Pando, Argentine, unmarried, public accountant, born
December 26, 1952, holder of national identification document number
10.564.256, domiciled at 3282 Avenida Santa, 5th floor "A," in the Federal
Capital; all of these persons I consider to be competent for this proceeding
and are known to me; I attest; and together with the appearing parties
Marcelo Aubone Ibarguren and Sergio Antonio Francisco Quattrini, they accept
the positions to which they have been appointed. I READ to the appearing
parties, who sign this instrument in approval, in my presence, I attest.
Marcelo Aubone. Sergio Quattrini. Jorge Hector Romero. Martin E. Gaing.
Daniela Guinazu. Julio P. Naveyra. Ruben Osvaldo Mosi. Floreal Horacio
Crespo. Carlos Martin Barbafina. Gabriel Rolando Martini. Corina Ines Pando.
Before me: Graciela E. Amura. My seal
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is affixed. THIS IS TRUE to its original instrument, which I review on page 1938
of Register 982 in my charge. I attest. For THE COMPANY I issue this first
notarial certified copy on seven sheets of Notarial Instrument paper numbered
consecutively from B 008650861 to this page, inclusive, which I sign and seal at
the location and on the date of its execution.
[inked stamp:] GRACIELA ESTHER AMURA
PUBLIC NOTARY
REG. 3,079
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CORPORATE RECORDS OFFICE Page
Transaction Number Description
00291 FORMATION PRE-QUALIFIED PROCESS
File number 1639144
Company Name: EMPRESA DISTRIBUIDORA ELECTRICA REGIONAL
(before)
Recorded in this Register under number 9757 of book 122, volume A of
Corporations
instrument(s) 431-
and/or private instruments
Buenos Aires, September 3, 1997
Count: *0
<repl
[inked seal:] MINISTRY OF JUSTICE
CORPORATE RECORDS OFFICE
[signature]
GUILLERMO C. ROJAS
DIRECTOR, REGISTRY DEPT.
CORPORATE RECORDS OFFICE
8
Dates Referenced Herein and Documents Incorporated by Reference
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