Chapter I. Trade Name, Term, Domicile, Purpose and Operations
Section 1. Trade Name and Domicile
This joint-stock company is created under the trade name of “Banco de Inversión y Comercio Exterior Sociedad Anónima” (Bank of Investment and Foreign Trade S.A.) with legal domicile in the city of Buenos Aires, Argentine Republic. In furtherance of the activities of its social object and in every legal act it performs it may use, indistintively, the complete name or the abbreviation for Banco de Inversión y Comercio Exterior S.A. (hereinafter, in these Articles, BICE). It may set up branches, agencies and local offices inside or outside the Argentine Republic according to the legislation in force for Financial Institutions.
Section 2. Term
The BICE’s duration term will be ninety-nine (99) years as from the eighteenth (18th) of April one thousand nine hundred and ninety-five (1995).
Section 3. Object
The purpose of the BICE is to carry out active and passive operations and to render services of a second floor commercial bank, as well as complementary services and activities allowed by the Central Bank of the Argentine Republic for second floor commercial Banks, according to the regulations of Act No 21.526, its amendments, and those which may amend or substitute them in the future and to the regulations issued by the Central Bank of the Argentine Republic for this type of financial institutions.
Section 4. Operations and functions
In order to fulfill its purpose, the BICE will be able to:
- Carry out active operations, according to the Section before, destined to finance totally or partially:
- Investments and investment projects
- Exports and imports of goods, services and turnkey plants. Likewise, the BICe will be able to grant prefinancing to exports of goods, services and turnkey plants, to accept letters and discount credits and/or debt securities related to foreign trade transactions and to grant other foreing trade-related bonds, securities and other guarantees.
- In the national, provincial or municipal public sector, the construction or repair of infrastructure works according to the limitations and restrictions set by the legislation in force.
- For Argentine citizens, graduate and post-graduate studies.
- To act as counselor, to participate or join national or multilateral credit organs and to make capital contributions in those organs for every type of operation provided they are related to its purpose.
- To act as national state agent in every type of operations provided they are related to its purpose.
- To receive guarantees from the national treasure according to the annually approved general budgets of costs and resource estimations of the national administration.
- To grant bonds, securities and other types of guarantees to financial institutions of the country or abroad following the finance for investments or investments projects in the area of goods production and services.
- To administer the regime of credit insurance for exports in the pertinent role as enforcement authority and to be part of organs or committees, the national insurance and external guarantees committee among them.
- To join individuals or legal persons, private or public, national or foreign, according to the legislation in force, to carry out every type of transaction provided they are related to its purpose. The functions mentioned in the different subsections of this section are just expository and without limitations, thus allowing the BICE to perform all types of transactions provided they are related to its purpose and under the applicable legislation. The BICE must stick to good practices and current usage on local and international markets as regards risk, reservations, brokerage margins, commissions and human resources policies, remunerations and expenditure. The BICE will follow financial institutions’ profitability criteria but will also be able to carry out development and development promotion policies as long as they are related to its purpose and do not affect the bank’s rating as a financial institution. The BICE will not lend itself or through third parties or associates any amount of money to any third party or carry out any type of operation which means credit assistance through cash disbursement or any other financial instrument in favour of a BICE’s borrower with due debts or debts to be due as a result of such loans or in favor of third parties who hold debts owed to lenders different from the BICE with the express or non-express, main or exclusive purpose of applying the credit to be granted by the BICE to a total or partial repayment of debts owed to the BICE or third parties according to these presents. This provision will not be construed as a prohibition for the BICE to extend the debt payment term for its borrowers when the economic-financial situation of such borrowers are such that it is necessary to ease their credit repayment.
Chapter II. Capital
Section 5. Structure
- (Capital Amount). The social capital is fixed at PESOS TWO THOUSAND THREE HUNDRED AND EIGHTY-FIVE MILLION, TWO HUNDRED AND SIXTY-EIGHT THOUSAND ($ 2,385,268,000,-) represented by two million, three hundred and eighty-five thousand, two hundred and sixty-eight (2.385.268) book-entry common shares of pesos one thousand (1.000,-) par value each, entitled to one vote per share.
- (Type of shares). Shares are book-entry, not represented by certificates and will be registered in accounts kept on behalf of its holders by the Bank, other commercial banks, investment banks or authorized securities depository, according to the Board.
- (Kinds of shares). The social capital is represented by only one kind of shares. The Holders of those shares will only be the National State, National Public Financial Institutions, as defined by Act No 21.526 amended by Act No 24.144, and any other person, Organ or Entity of the National Public Sector, this “National Public Sector” expression meaning what is defined in Act No 24.156 and with the scope set therein. The National State, people, Organs and Institutions of the National Public Sector will transfer the bare legal title to their shares only to National Public Financial Institutions. In such cases, they will keep the right to the usufruct of those shares’ future dividends.
- (Preferred stock). The BICE may issue Preferred Shares, with or without voting right. The proposal submitted to voting, it will be unanimously approved.
Section 6. Capital Increases
The capital may register up to a fivefold increase following the decision of the Ordinary General Meeting, under Section 188 of Act No 19.550. The Meeting will be liable for setting the characteristics of shares to be issued following the rise, within the conditions set by these presents, and it may delegate the power to fix the times of issuance onto the Board, as well as the power to determine the share payment method and conditions. Likewise, it may carry out any other delegation permitted by law.
Section 7. Preemptive Subscription Rights and Rights of Accrual
- (Preemptive Subscription Rights). Holders of common or preferred shares will have the preemptive right at the time of subscribing the shares issued, according to the shares they have. This right will be exercised according to the conditions and within the terms fixed by law and applicable regulations.
- (Rights of Accrual). The right of accrual will be exercised within the same term fixed for the preemptive subscription right and as regards all the shares which were not initially subscribed.
Section 8. Negotiable Instruments and other securities
- (Negotiable Instruments). The Bank will be able to issue negotiable instruments according to the applicable legislation and to those imponed by the Central Bank of the Argentine Republic at the time of deciding on its issuance. If it is legally binding that the Assembly decide about the issuance of negotiable instruments, it may delegate all or some of the issuance conditions onto the Board.
- (Other Securities). The BICE will be able to issue bonus shares and other securities according to the applicable legislation in force and to the regulations of the Central Bank of the Argentine Republic.
Chapter III. Administration and auditing
Section 9. Board
- (Composition). The BICE will be directed and administered by a Board made up of seven (7) Permanent Directors, appointed for a two-year (2) office term and able to be indefinitely reelected.
- (Deputy Directors). Seven (7) Deputy Directors will be appointed to fill the vacancies of permanent directors in the order established by the Meeting for the events of absence, resignation, licence, incapacity, inability or death, with the prior approval of the reason for substitution by the Board, when temporary.
- (Requirements to be appointed). Directors, whether permanent or deputy, will prove suitability and previous experience in the field of the financial activities to be appointed as such. The following will not be elegible as Directors:
- those who fall within the inability or unsuitability set by the legislation in force;
- those who are part of or depend on the direction, management or audit committee or financial banks or institutions of the private sector; and
- those who are part of the legislative and judicial organs, whether national, provincial or municipal.
- (Removal) Subject to the applicable quorum requirements, by majority of shares at the Meeting, the elected Directors may be removed provided the removal has been included in the agenda.
Section 10. Guarantee
To guarantee the fulfillment of their functions the Directors will deposit the amount of pesos ten thousand ($ 10,000) in the BICE’s box, whether in bonds, securities or cash in national or foreign currency deposited in financial institutions or securities depository in behalf of the BICE, or banking bonds or sureties or surety insurance or unlimited and joint liability insurance of the Directors towards the company, the shareholders and third parties set by Section 274 of Act No 19.550.
Section 11. Vacancies
If the number of vacancies in the Board hinders the possibility to hold a valid meeting, even with the Deputy Directors, the Statutory Auditors will appoint Directors to hold office until new Directors are appointed by the Meeting.
Section 12. Remuneration
The Board members’ remuneration will be established on an annual basis by the Ordinary Meeting, globally and equally for all of them, and those of deputy directors proportionally to the time they substituted permanent ones. The Meeting will also fix salaries and other remunerations related to the performance of permanent techical administrative functions carried out by Directors.
Section 13. Meetings
The Board will meet at least once a month, but the Chairperson, or his/her substitute, may call for it whenever deemed conveniente. Likewise, the Chairperson or his/her substitute, will call for a Meeting whenever any of the Directors asks for it. In this case, the meeting will be called to be held within five days after receiving the request; by default, any Director may call a meeting. The Board meetings will be called in written and the agenda will be included. However, if there arises a topic not included in the agenda but deemed urgent, it may also be dealt with at the meeting.
Section 14. Quorum and majorities
The Board will perform under the Chairperson or whoever is his/her substitute. The quorum will be reached with absolute majority of permanent or deputy directors. Decisions will be taken with the vote of the majority of attendants, except at the time of deciding on the following:
- the BICE’s annual strategic plan;
- medium and long-term funding policies and credits;
- annual report policies and distribution of profits;
- staff and remuneration policies;
- appointment of general managers and special ones; and
- the Meeting’s recommendation about capital rising and issuance of debt securities of any type for which at least four (4) Directors must vote. The Chairperson, or his/her substitute, will have a right to vote in all cases and double vote if there is a draw.
Section 15. The Board’s Powers
The Board will have wide Powers to organize, guide and administer the BICE, even those requiring special Powers according to Sectino 1881 of the Civil Code and Section 9 of Decree-Act 5965/63. It will specially entitled to solve and carry out any active or passive credit operation, or service operation of commercial banks under regulations of Act No 21.526, atended by Act No 24.144, and its social purpose as defined in Sections 3 and 4 of these presents; to operate with every type of public or private bank or financial institution; to grant and revoke special and general powers, judicial or administration powers or others, with or without the authority of substitute them; to start, follow, respond or reject criminal reports or cases and to carry out every other legal fact or act to get rights or obligations for the BICE, without any limitations except for those applicable according to law, to these Articles and to the Boards agreements. It will be empowered to:
- Grant general and special powers, even those whose purpose is provided for in Section 1881 of the Civil Code, as well as those who grant the power to start criminal complaints or to abrogate them. So as to answer to interrogatories, acknowledge documents in trials, to give preliminary statement or declare in administrative proceedings, the Board will have powers so that the BICE may be represented by any Director, Manager or legal agent, duly appointed.
- Purchase, sell, transfer, donate, swap and to give or take in gratuitous loan all types of movable assets or real property, commercial or industrial facilities; to create an easement, as active or passive subject, mortgages, chattel mortgage or any type of rights in rem and, in general, to carry out other actions and execute, inside or outsider the country, agreements related to the BICE’s purpose, even leasing for the maximum term set by law.
- To join other individuals or legal persons, according to the legislation in force and other bylaws.
- To negotiate before the national or foreign authorities what may be necessary to fulfill the BICE’s goal.
- To consent to staff recruitment, to appoint general or special managers, to fix remuneration levels, working conditions or any other staff policy measure and to encourage promotions, transfer and removal and to apply the pertinent sanctions.
- To issue, inside or outsider the country, in national or foreign currency, debentures, negotiable instrucments and other debt securities with collateral, special or floating, or without collateral, convertible or not, according to the legal regulations applicable at the time of issucance and prior decision of the competent Meeting when legally required and authorization from the Central Bank of the Argentine Republic when demanded by the applicable laws.
- To deal, judicially or extrajudicially, with all types of issues, to engage in arbitration or friendly arbitration, to promote or answer toa ll types of judicial or administrative actions and to take on the role of complainant in competent criminal or correctional jurisdiction, to grant all types of securities and extend jurisdictions inside or outsider the country, to waive the right of appeal or the statute of limitations, to formulate or answer to interrogatories, to make a novation, to grant discounts and time extensions, and in general, to carry out all acts which, according to law, require a special power.
- To perform all types of active, passive or service operations to fulfill the social purpose defined in Sections 3 and 4 of these presentes, with public, private or mixed banks and financial institutions in the country or abroad. Especially, to make operations and take loans, credits and other medium and long-term obligations with public and private banks and credit international institutions and organs or of any other kind, individuals or legal persons, in the country or abroad.
- To create, keep, eliminate, restructure or transfer the BICE’s departments and sectors and to create agencies, branches or offices inside or outside the country.
- To consent to the Annual Report, Inventories, General Balance and Financial Statements of the BICE and to submit them the Meeting’s approval, on an annual basis, proposing the destination of the fiscal year profits.
- To approve the BICE’s hiring regime, which will guarantee the attendance of offerors, the transparency and advertising of procedures.
- If deemed convenient and necessary, to provide for the creation and making of other committees, different from and additional to the Executive Committee, to set the functions and limitations of its actions within the Powers granted by these presents and to enact its internal regulations.
- To find a solution to any doubt or issue that may arise when applying these presents, for which the Board is entitled to act with wide powers notwithstanding its timely presentation before the Meeting.
- To enact its own internal regulations.
- To approve the Annual Management Budget. This approval will be subject to Act No 24.156 and will have the effects of that provisions of such act.
- To define, on an annual basis, the characteristics of the operations and Business deemed common or ordinary for the competence of the Executive Committee set forth in Section 16 (d) of these presents. The list above is just expository and without limitations and, consequently, the Board will have all the powers to administer and negotiate over the BICE’s assets and to execute all acts related to its social purpose, except for those state in these presents, even by agents specially designed for that, for the purpose and with the powers defined for each special case.
Section 16. Executive Committee
- (CREATION AND COMPOSITION). The Board may decide on the creation of an Executive Committee to be made up of the President and First Vicepresident of the BICE, or their substitutes in case of absence or impediment, and by one (1) Director to be elected by the Board, out of its members. The members of the Executive Committee will hold their office for one (1) year.
- (FUNCTIONING). The Executive Committee will meet at least once a week, and those meetings will be ruled by the Section 13 of the Board, except for the agenda that may be done without for the meeting called.
- (QUORUM AND MAJORITIES). The Executive Committee will perform under the President or his/her substitute mandate. The quorum will be reached with the absolute majority of members and decisions will be made by the absolute majority of attendants. The members of the Audit Commission will be called and at least one of its members will take part in the meeting. Statutory Auditors will give their opinion but will have no voting right at the meetings of the Executive Committee. The minutes of the meetings will be written.
- (FUNCTIONS). The Executive Committee will be liable for the BICE’s operations and negotiations defined as ordinary or common by the Board according to Section 15 subsection (XVI) of these presents. Decisions will be informed at the first Board meeting.
Section 17. President and Vicepresidents
- (Appointment). The Board will appoint, out of its members, one (1) Chairperson, one (1) First Vicepresident and one (1) Second Vicepresident.
- (First Vicepresident). The First Vicepresident will substitute the Chairperson in the event of resignation, death, incapacity, inability, removal or temporary or definite absence. In all these cases, except for temporary absence, the Board will appoint a new Chairperson within sixty (60) days after the vacancy is created and according to subsection (a) of this Section.
- (Second Vicepresident). The Second Vicepresident will substitute the First Vicepresident in the event of resignation, death, incapacity, inability, removal or temporary or definite absence or when he/she is substituting the Chairperson. In the event of resignation, death, incapacity, inability, removal or temporary or definite absence of the Chairperson and of the First Vicepresident, the Second Vicepresident will exercise the Chairpersonship.
- (Duration). The Chairperson, the First Vicepresident and the Second Vicepresident will hold office for one (1) year and they may be reelected.
Section 18. The Chairperson’s Powers
According to Section 17 subsections (b) and (c), the following will be the rights and liabilities of the Chairperson or that who substitutes him/her:
- To be the legal representative of the Bank according to Section 268 of Act No 19.550 and to comply with and enforce compliance with laws, decrees, these presents and the resolutions of the Meeting, the Board and the Executive Committee.
- To call and chair the Board meetings with voting right in all cases.
- To sign bills of exchange as drawer, aceptor or endorser; to draw and endorse cheques and to grant commercial papers against the Bank funds, notwithstanding the delegation of signatures and powers the Board may have decided.
- To comply with and enforce compliance with the resolutions of the Board and the Executive Committee, but the last two organs may decide to take on the execution of the resolution or of a type of specific function or attribution.
Section 19. Audit Commission
- (COMPOSITION). The BICE will be audited by an Audit Commission made up of three (3) Permanent Statutory Auditors and three (3) Deputy Statutory Auditors.
- (DURATION). The Statutory Auditors will be appointed for a period of two (2) years and will have the powers granted according to Act No 19.550 and current regulations in force. The Audit Commission may be called by any of the Statutory Auditors, and the meeting will be held with at least two (2) of its members present, decisions will be taken by majority when attended by all the members and by unanimity in the case above mentioned.
- (RETRIBUTION). The Statutory Auditors’ retributions will be fixed by the Ordinary Meeting.
- (MINUTES BOOK). The decisions made by the Audit Commission will be entered in a minutes book kept for such purpose. Notes will be taken also about the reports of the Auditor/s present at the meetings of the Executive Committee. Through a special minutes they will appoint the representative to sign the BICE’s Financial Statements.
Chapter IV. General Meetings
Section 20. Calling
Ordinary or Extraordinary Meetings will be called to consider the issues established in Sections 234 and 235 of Act No. 19.550. They will be called according to the legal regulations in force.
Section 21. Publication
The Shareholders’ Meetings, both Ordinary and Extraordinary, will be called and published through the Official Gazette and in one of the newspapers with the greatest circulation in the country. Such publications made be disregarded under the conditions set by Section 237, last part, of Act No 19.550.
Section 22. Representation
Those shareholders that cannot attend the Meetings may send a representative provided there is a public or private instrument granting mandate, with the certified signatures duly stamped.
Section 23. Chairpersonship of the Meetings
Meetings will be chaired by the President of the Board or, by default, by the person appointed by the Meeting.
Section 24. Celebration
The quorum and majorities must be reached according to Sections 243 and 244 of Act No 19.550, according to the type of Meeting, calling and topics of the agenda, except for the quorum in an Extraordinary Meeting at a second calling, which will be deemed constituted no matter the number of voting shareholders present at it.
Chapter V. Balance Sheets and Accounts
Section 25. Business Year
- (DATE). The Business Year will start on 1st January every year and end on 31 December of the same year; by that date the Inventories, General Balance and Profit and Loss Statements must be done according to the legislation technical rules and regulations in force issued by the Central Bank of the Argentine Republic.
- (MODIFICATION). The Meeting may modify the date for the Business year closing, registering the decision in the corresponding Public Registry of Commerce and giving notice to the control authorities.
- (DESTINATION OF PROFITS). Liquid and gained profits will be distributed as follows:
- the percentage established by the Central Bank of the Argentine Republic according to Section 33 of Act No. 21.526, as amended by Act No 24.144, for the legal reserve fund;
- fixed interest rates of preferred shares, if any with such preferente, and in that case, the accumulated arrears unpaid; and
- the balance, as a whole or part of it, as cash dividend to the common shareholders or to optional reserve funds or allowances or to a new account or the destination fixed by the Meeting.
- (PAYMENT OF DIVIDENDS). The BICE will not be able to distribuye profits before the financial statements are approved and before the General Balance and the Profit and Loss Statements are published, according to Sections 32 and 36 of Act No 21.526, as amended by Act No 24.144. Dividends must be paid proportionally to the corresponding integrations and the right to receive them is due in behalf of the BICE after three (3) years as from the moment they are made available to the shareholders.
Chapter VI. Liquidation
Section 26. Regulations
The BICE’s liquidation, whichever the reason, will be ruled by title VII of Act No 21.526, according to Act No 24.144, and Acts No 19.550 and No 19.551, when something is not ruled by the first acts mentioned.