Form T-3 RAGHSA S.A.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

RAGHSA S.A.

(Name of Applicant)

San Martín 344, Floor 29,

C1004AAH, City of Buenos Aires,

Argentina

(Address of Principal Executive Offices)

Securities to be Issued Under the Indenture to be Qualified:

Approximate Date of Proposed Public Offering:

As soon as is practicable. It is presently anticipated that the New Notes (as defined herein) will be issued on or

about April, 2020.

Name and Address of Agent for Service:

Raghsa Real Estate LLC

950 Third Avenue, Suite 2805,

New York, New York, 10022

With Copies to:

Andrés de la Cruz

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

(212) 225-2208

Raghsa S.A. (the “Company”) hereby amends this application for qualification on such date or dates as may be necessary to delay its effectiveness until: (i) the 20th day after the filing of a further amendment which specifically states that it shall supersede this application for qualification or (ii) such earlier date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, may determine upon the written request of the Company.

Subject to the condition set forth in the last paragraph of this Item, the Company intends to issue 7-Year Fixed Rate Notes (the “New Notes”), which are the subject of this application, in exchange for (i) any and all of its 8.50% Notes due 2021 (the “2021 Notes”) and (ii) up to a tender cap to be determined, of its 7.25% Notes due 2024 (the “2024 Notes” and collectively with the 2021 Notes, the “Existing Notes”) (collectively, the “Exchange Offer”).

The Company believes that the issuance of the New Notes is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 3(a)(9) thereunder.

The New Notes will be issued by the Company to the holders of Existing Notes exclusively and solely in exchange for its Existing Notes. Except for sales of New Notes to holders of Existing Notes outside the United States (as defined in Regulation S) in offshore transactions, no sales of securities of the same class as the New Notes have been or are to be made by the Company or by or through an underwriter at or about the same time as the transaction described herein. No remuneration has been or will be paid directly or indirectly to any person for the solicitation of holders who could receive New Notes in reliance on the exemption provided by Section 3(a)(9) of the Securities Act and such holders were not and will not be so solicited. The Company will pay Banco Itaú Argentina S.A. (“Banco Itaú”) a fixed and non-contingent fee for the solicitation of holders of Existing Notes exclusively in Argentina. Holders of the Company’s Existing Notes are not required to make any payment in connection with the Exchange Offer.

The Exchange Offer is subject to the Company making all applicable filings with, and obtaining all applicable authorizations from, the Argentine Securities Commission (the Comisión Nacional de Valores) required in connection with the issuance of the New Notes. Nothing in this Form shall be construed as an offer to exchange the Existing Notes or as a solicitation to exchange the Existing Notes in any jurisdiction.

AFFILIATIONS

(a) The Company has the following direct or indirect subsidiaries:

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(b) See Item 4 for “Directors and Executive Officers” of the Company. As of the date of filing of this application, Elena Khafif, one of our directors, owns a total of 65,334,500 shares and Gloria Btesh de Khafif, one of our directors, owns a total of 112,002,000 shares. No other director or executive officer owns any of our capital stock as of the date of this application.

(c) See Item 5 for “Principal Owners of Voting Securities” of the Company.

MANAGEMENT AND CONTROL

The following table sets forth the names of, and offices held by, all current directors and executive officers (as defined in Sections 303(5) and 303(6) of the Trust Indenture Act of 1939) of the Company. The mailing address of each of the directors and executive officers is c/o Raghsa S. A., San Martín 344, Floor 29, C1004AAH, City of Buenos Aires, Argentina.

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The Company’s shares are comprised of one class of common stock, par value Ps. 1.00 per share, representing 100% of our capital stock. Each share is entitled to one vote. Set forth below is certain information regarding each person owning 10% or more of the voting securities of the Company as of the date of this application:

(1) On November 15, 2019, Mr. Moisés Khafif, who until then beneficially owned 59.62% of the Company’s shares, donated one hundred percent (100%) of his shares (i.e., 222,577,280 shares) retaining a lifetime usufruct over the economic rights of such shares as well as the right to vote such shares only in connection with decisions to be adopted by the shareholders in an “ordinary” meeting convened under Argentine corporate law.

UNDERWRITERS

With the exception of Itau BBA USA Securities, Inc. and UBS Securities LLC, who acted as joint book-running managers and initial purchasers outside of Argentina, and Balanz Capital Valores S.A.U., Industrial Valores S.A. and Puente Hnos. S.A., who acted as underwriters in Argentina, in connection with the placement of the 2024 Notes in 2017, no person has acted as an underwriter of any securities of the Company during the three years prior to the date of the filing of this application. There is no proposed underwriter for the New Notes that are proposed to be offered in connection with the Indenture that is to be qualified under this application. Banco Itaú will be compensated as Argentine dealer manager for the offering of New Notes to holders of Existing Notes exclusively in Argentina.

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CAPITAL SECURITIES

The following table sets forth information with respect to each authorized class of securities of the Company as of the date of this application:

INDENTURE SECURITIES

The following is a summary of the provisions of the indenture included hereto as Exhibit T3C related to the New Notes (the “Indenture”) required to be summarized by Section 305(a)(2) of the Trust Indenture Act of 1939 and is not a complete description of the Indenture provisions discussed. Holders of New Notes are encouraged to read the entire Indenture because many provisions that will control the rights of a holder of New Notes are not described in this analysis. The description makes use of a number of terms defined in the Indenture and is qualified in its entirety by express reference to the Indenture.

The following is a summary list of “Events of Default” under the Indenture:

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If a Default or Event of Default occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee shall transmit by mail, postage prepaid, to all Holders of Notes, as their names appear on the Register, a notice of such Default or Event of Default within 90 days after it occurs unless such Default or Event of Default shall have been cured or waived. Except in the case of a default in payment of the principal of (or premium, if any), or interest on any New Notes, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of Notes.

At any time and from time to time, after the execution and delivery of the Indenture, the Company may deliver New Notes executed by the Company to the Trustee for authentication, together with the applicable documents referred to in the Indenture, and the Trustee shall thereafter authenticate and deliver such New Notes to or upon the order of the Company.

There will be no proceeds (and therefore no application of such proceeds) from the issuance of the New Notes because the New Notes will be issued in exchange for Existing Notes.

Not applicable.

Under the terms of the Indenture, the Company may at its option, by written notice executed by an Authorized Person of the Company delivered to the Trustee, elect either (A) to be deemed to have been discharged from its obligations with respect to all Outstanding New Notes on the date the conditions set forth in Section 10.4 are satisfied (“Total Defeasance”). For this purpose, Total Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the New Notes and to have satisfied all its other obligations under such New Notes and the Indenture insofar as such New Notes are concerned (and the Company and the Trustee, upon the written request of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (i) the right of Holders of the New Notes to receive, solely from the trust fund set forth in Section 10.4 and as more fully set forth in such Section, payments in respect of the principal of and interest on such New Notes when such payments are due, (ii) the Company’s obligations under Sections 2.3, 2.4, 2.6, 2.7, 3.2, 3.3, 6.6, 6.10, 6.11 and 12.9; and (iii) the provisions of Article VI and Article X. Subject to compliance with Article X, the Company may exercise Total Defeasance notwithstanding the prior exercise of Partial Defeasance; or (B) to be released from its obligations under Sections 3.3, 3.10, 3.12, 3.13, 3.14, 3,15, 3.16, 3.17, 3.18, 3.19, 3.20 and Article IV, in which case, the occurrence of any event with respect to the New Notes specified in Section 5.1(b) and (c) shall not be deemed an Event of Default (but only insofar as such event relates to the obligations from which the Company has been expressly released pursuant to Section 10.3(i)), in each case, on and after the date the conditions set forth in Section 10.4 are satisfied (“Partial Defeasance”). For this purpose, Partial Defeasance means that the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation

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set forth in any such paragraph to the extent specified above, whether directly or indirectly by reason of any reference elsewhere herein or in the New Notes to any such paragraph or by reason of any reference in any such paragraph to any other provision herein or in the New Notes or in any other document, but the remainder of the Company’s obligations shall be unaffected thereby.

Under the terms of the Indenture, if at any time (a) the Company shall have paid or caused to be paid the principal of and interest (including Additional Amounts) on all the New Notes Outstanding (other than New Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.7) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all New Notes theretofore authenticated (other than any New Notes that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.7 or (c) (i) all the New Notes not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one (1) year or are to be called for redemption within one (1) year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any Paying Agent to the Company in accordance with Sections 11.3 or 11.4) sufficient to pay at maturity or upon redemption all New Notes (other than any New Notes that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.7) not theretofore delivered to the Trustee for cancellation, including principal and interest (including Additional Amounts) due or to become due on or prior to such date of maturity or redemption, as the case may be, and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to the New Notes, then the Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer, exchange and replacement of New Notes, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen New Notes, (iii) rights of Holders to receive payments of principal thereof and interest thereon (including Additional Amounts), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, protections, indemnities, obligations and immunities of the Trustee, each of the Agents and the Representative of the Trustee in Argentina hereunder and (v) the rights of the Holders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided that the rights of Holders of the New Notes to receive amounts in respect of principal of and interest on the New Notes held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the New Notes are listed. Notwithstanding the satisfaction and discharge of the Indenture, the obligations of the Company to the Trustee in Article III and Section 6.6 shall survive.

The Company will provide the Trustee:

(i)      an English language version of its annual audited consolidated financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 90 days after the close of its fiscal year;

(ii)      an English language version of its unaudited quarterly financial statements prepared in accordance with IFRS promptly upon such financial statements becoming

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available but not later than 60 days after the close of each fiscal quarter (other than the last fiscal quarter of its fiscal year);

(iii)      simultaneously with the delivery of each set of financial statements referred to in clauses (i) and (ii) above, an Officer’s Certificate stating (a) that the Company is, to the best knowledge of such officer, in compliance with all conditions and covenants set forth in the Indenture (for purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice under the Indenture) and (b) whether a default or Event of Default exists on the date of such certificate and, if a Default or Event of Default exists, setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto;

(iv)      without duplication, English language versions or summaries of such other reports or notices relating to material events or developments (hechos relevantes o esenciales) as may be filed or submitted by (and promptly after filing or submission by) the Company with (a) the CNV, (b) the Bulletin of the BYMA, (c) the information systems of the Argentine markets authorized by the CNV on which the New Notes are listed and/or other stock exchange on which the New Notes are listed or (d) if applicable, the SEC (in each case, to the extent that any such report or notice is generally available to its Holders or the public in Argentina or elsewhere and, in the case of clause (d), is filed or submitted pursuant to Rule 12g3-2(b) under, or Section 13 or 15(d) of, the Exchange Act); and

(v)      upon any director, executive officer or Officer of the Company becoming aware of the existence of a Default or Event of Default or any event by reason of which payments of either principal or interest on the New Notes are prohibited, an Officer’s Certificate setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto.

Delivery of the above reports, information and documentation to the Trustee is for informational purposes only and the Trustee’s receipt of such reports will not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance with any of the Company’s covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

The Company shall transmit to all Holders, in the manner and to the extent provided in the Trust Indenture Act Section 313(c), within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to the Trust Indenture Act Sections 314(a)(1) and (2) (including, without limitation, those of paragraphs (i) and (iii) above) as may be required by rules and regulations prescribed from time to time by the SEC.

Not applicable.

Contents of application for qualification.

This application for qualification comprises:

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant, Raghsa S.A., a sociedad anónima (corporation) organized and existing under the laws of the Republic of Argentina, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Buenos Aires, Republic of Argentina, on the 24^th day of February 2020.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

The Bank of New York Mellon

(Exact name of trustee as specified in its charter)

Legal Department

The Bank of New York Mellon

240 Greenwich Street

New York, NY 10286

(212) 635-1270

(Name, address and telephone number of agent for service)

Raghsa S.A.

(Exact name of obligor as specified in its charter)

Fixed Rate Notes

(Title of the indenture securities)

Furnish the following information as to the Trustee:

Yes.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the Borough of Woodland Park, and State of New Jersey, on the 24th day of February, 2020.

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 240 Greenwich Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2019, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

I, Michael Santomassimo, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Michael Santomassimo                  

Chief Financial Officer                  

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Exhibit T3A

RED ARGENTINA DE GRANDES HOTELES SOCIEDAD ANÓNIMA – DEED NUMBER 1695. In the City of Buenos Aires, Capital City of the Republic of Argentina, on the 2^nd day of June of the year 1969 before me, authorizing Notary Public, there appear Messrs. Alberto SANTAMARIA, Argentine, brigadier (R), with identity card of the Federal Police number 7,049,905, married, domiciled at Paseo Colón 185; Roberto Daniel GOYTIA, Argentine, lawyer, with identity card of the Federal Police number 175,083, single, domiciled at Avenida Leandro N. Alem 651; Eduardo José SANTAELLA, Venezuelan, engineer, with passport of such country number 278,373, married, domiciled at Avenida Roque Sáenz Peña 567; William Liggett O’BRIAN, American, accountant, with identity card of the Federal Police number 5,945,136, with the same domicile as the preceding person, married; Guillermo Enrique RUZO, Argentine, commodore, enrollment booklet number 3,230,580, married, domiciled at Avenida del Libertador General San Martín 5068, 6^th Floor “B”; Silvio BECHER, Argentine, with a degree in Business Administration and with identity card of the Federal Police number 3,728,172, married, domiciled at Yatay 724; José Roberto FORN, Argentine, lawyer, with identity card of the Federal Police number 2,153,102, married, domiciled at Avenida Figueroa Alcorta 3145; Ralph NEGRI, Argentine, lawyer, with identity card of the Federal Police number 645,557, married, domiciled at Avenida Alvear 1890; Víctor Daniel GOYTIA, Argentine, lawyer, with identity card of the Federal Police number 154,934, married, domiciled at Avenida Leandro N. Alem 651; Alfredo Raúl BEVILACQUA, Argentine, entrepreneur, single, with identity card of the Federal Police number 2,999,410, domiciled at Pedro E. Rivera 4223; and Víctor Hugo WHITTAL, Argentine, accountant, with identity card of the Federal Police number 3,023,159, married, domiciled at Avenida Roque Sáenz Peña 567, all of them resident in this City, of legal age, legally qualified and known to me, I attest; and I also attest that the nine last persons named above appear in this act per se and that Mr. Alberto Santamaría appears on behalf of AEROLÍNEAS ARGENTINAS EMPRESA DEL ESTADO, in his capacity as General Director thereof, which capacity he evidences with Decree of the Executive Branch number 500 of August 3, 1966, which is fully transcribed on page 1647, notarial record of this year of this Notarial Registry, assigned to me, and with Decree number 1132 appointing him of March 4, 1968, published in the Official Gazette on March 11 of that year, which reads as follows: “Decree No. 1132. Buenos Aires,

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March 4, 1968. HAVING SEEN the resignation submitted by the General Manager of Aerolíneas Argentinas Empresa del Estado, the report made by the Commander in Chief of the Air Force and the proposal of the Minister of Defense, the President of the Argentine Nation DECREES as follows: Section 1. To appoint Brigadier Alberto Santamaría as General Director and Commodore (R) Guillermo Enrique Ruzo as General Manager of Aerolíneas Argentinas Empresa del Estado. Section 2: This Decree will be confirmed by the Minister of Defense and signed by the Commander in Chief of the Air Force. Section 3: Be it informed, published, forwarded to the National Direction of the Official Registry and returned to the Command in Chief of the Air Force for its publication in the Public Aeronautical Bulletin and filed [illegible]. Onganía. Antonio R. Lanusse, Adolfo T. Alvarez.” The above is a true copy, I attest; and Mr. Roberto Daniel Goytía appears on behalf of “INTERCONTINENTAL HOTELS CORPORATION”, with domicile in the City of New York, United States of America, in his capacity as attorney-in-fact thereof, which capacity he evidences with the power of attorney granted in such city on August 22, 1968 and notarized by means of a deed of August 27 of the same year by the notary public of this City, Mr. Julio Gutiérrez Moreno, entered on page 1828 of Notarial Registry 132 under his charge, the first certified copy of which I have before me and a duly certified photocopy of which is attached to these presents; and Messrs. Eduardo José Santaella and William Liggett O’Brian apart from appearing per se appear on behalf of the company “NATIONAL LEAD COMPANY SOCIEDAD ANÓNIMA”, as attorneys-in-fact thereof, according to the power of attorney granted on August 28, 1968 by means of a deed entered on page 2951 of Notarial Registry number 119 of the Notary Public of this City Hernán Ceriani Cernadas, a certified copy of which I have had before me and a duly certified photocopy of which is attached to these presents. And the appearing parties state as follows: That by means of a private instrument of September 2, 1968 they organized the company “RED ARGENTINA DE GRANDES HOTELES, SOCIEDAD ANÓNIMA”, and that they hereby notarize the By-laws, the Articles of Incorporation and the Decree of the Executive Branch authorizing the functioning thereof and approving its By-laws, for which they present the original documents issued by the Inspección General de Justicia in record number A-28194, which transcribed from page one to page four read as follows: “[Illegible] of “RED ARGENTINA DE HOTELES SOCIEDAD ANÓNIMA”. In the City

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of Buenos Aires, on the second day of September, 1968, a meeting was held at the offices of Aerolíneas Argentinas Empresa del Estado, Paseo Colón 185, City of Buenos Aires, by Messrs.: (1) Brigadier ALBERTO SANTAMARIA, in his capacity as General Director of Aerolíneas Argentinas Empresa del Estado pursuant to Decrees of the Executive Branch No. 500 of August 3, 1966 and No. 1132 appointing him of March 4, 1968; (2) ROBERTO DANIEL GOYTIA, on behalf of Intercontinental Hotels Corporation, with domicile in New York, United States of America, pursuant to the power of attorney granted in New York on August 22, 1968 and notarized in this City on August 26, 1968 on page 1828 of Notarial Registry 132 before the Notary Public Julio Gutiérrez Moreno; (3) EDUARDO J. SANTAELLA and WILLIAM L. O’BRIAN, both on behalf of NATIONAL LEAD COMPANY S.A. for this act, pursuant to the power of attorney granted to them on August 18, 1968 on page 2851 of Notarial Registry 119 before the Notary Public César Ceriani Cernadas; and the following persons, acting per se: (4) Commodore Guillermo Enrique Ruzo; (5) Dr. Silvio Becher; (6) Dr. José Roberto Form; (7) Dr. Ralph Negri; (8) Dr. Víctor Daniel Goytía; (9) Mr. Alfredo Saúl Bevilacqua; (10) Mr. Eduardo J. Santaella; (11) Mr. William L. O’Brien; and (12) Mr. Víctor J. Whittall. The following persons unanimously adopted the following resolutions: FIRST: To organize a corporation under the name of “RED ARGENTINA DE GRANDES HOTELES SOCIEDAD ANÓNIMA”. SECOND: To approve the By-laws that will govern it and that once signed by these shareholders [illegible]. THIRD: To establish for the corporation as authorized capital the amount of Three Billion Pesos ($3,000,000,000), represented by three million (3,000,000) shares of one thousand pesos (1,000) nominal amount each, which may be ordinary or preferred, as set forth in the By-laws, and which will be divided into 150 series of 20,000 shares each. FOURTH: To issue in this act Series One to Thirty of registered ordinary shares, for a nominal amount of six hundred million pesos ($600,000,000), i.e. six hundred thousand (600,000) shares, which are fully subscribed in this act by the constituent shareholders, as follows: AEROLÍNEAS ARGENTINAS, one hundred ninety nine thousand nine hundred seventy (199,970) class “A” shares for the amount of one hundred ninety nine million nine hundred and seventy thousand pesos ($199,970,000); INTERCONTINENTAL HOTELS CORPORATION, one hundred ninety nine thousand nine hundred seventy (199,970) class “B” shares for the amount of one hundred ninety nine million nine hundred and seventy

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thousand pesos ($199,970,000); NATIONAL LEAD COMPANY, one hundred ninety nine thousand nine hundred seventy (199,970) class “C” shares for the amount of one hundred ninety nine million nine hundred and seventy thousand pesos ($199,970,000); Commodore GUILLERMO ENRIQUE RUZO, ten (10) class “A” shares for the amount of ten thousand pesos ($10,000); Dr. SILVIO BECHER, ten (10) class “A” shares for the amount of ten thousand pesos ($10,000); Mr. JOSÉ ROBERTO FORN, ten (10) class “A” shares for the amount of ten thousand pesos ($10,000); Dr. RALPH NEGRI, ten (10) class “B” shares for the amount of ten thousand pesos ($10,000); Dr. VÍCTOR DANIEL GOYTÍA, ten (10) class “B” shares for the amount of ten thousand pesos ($10,000); Mr. ALFREDO RAÚL BEVILACQUA, ten (10) class “B” shares for the amount of ten thousand pesos ($10,000); Mr. EDUARDO J. SANTAELLA, ten (10) class “C” shares for the amount of ten thousand pesos ($10,000); Mr. WILLIAM O’BRIAN, ten (10) class “C” shares for the amount of ten thousand pesos ($10,000); Mr. VÍCTOR M. WHITTALL, ten (10) class “C” shares for the amount of ten thousand pesos ($10,000). FIFTH: It was resolved to pay in cash in this act ten per cent (10%) of the total amount of the shares subscribed by the constituent shareholders, i.e. the total amount of sixty million pesos ($60,000,000). SIXTH: In addition, it was resolved to deposit this amount of sixty million pesos ($60,000,000) with Banco de la Nación Argentina (Head Office) in an account in the name of the corporation in formation and to the order of the Head of the Inspección General de Justicia and/or jointly to the order of the Chairman and Vice Chairman of the corporation, in order to comply with Section 318, paragraph 3 of the Commerce Code. SEVENTH: It was resolved to fix in three the number of Directors and in three the number of alternate directors and to appoint the first board of directors of the corporation, which will be as follows: Chairman: Brigadier Alberto Santamaría (on behalf of Aerolíneas Argentinas pursuant to Decree No. 1132/68); Vice Chairman: Dr. Ralph Negri; Director: Mr. Eduardo J. Santaella; Alternate Director: Commodore Guillermo F. Ruzo; Alternate Director: Mr. Alfredo Raúl Bevilacqua; Alternate Director: Mr. William L. O’Brian. Statutory Auditor: Dr. Víctor Daniel Goytía; Alternate Statutory Auditor: Dr. Silvio Becher. EIGHTH: It was resolved to authorize Dr. Víctor Daniel Goytía and/or Dr. José Roberto Forn and/or Dr. Eduardo M. Pasman and/or Mr. Santiago Carmelo Massa so that any of them, indistinctly, requests to the Executive Branch the necessary authorization for this corporation to act as a legal

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entity, with power to accept any amendment to the By-laws indicated by the relevant authorities or that may be introduced by the attorneys-in-fact; to perform any formalities and do any acts as are necessary for the corporation to obtain legal existence, and to have the final organization deed prescribed by Section 319 of the Commerce Code executed; to request registration of all constituent acts of the corporation with the Public Registry of Commerce and to sign any other documents as are necessary. NINTH: It was resolved to authorize the three members of the Board of Directors, or whoever may replace them according to the By-laws subscribed by the constituent shareholders, to have the Chairman, together with any other Director, on behalf of this corporation in formation, present tenders in the bid of Municipal Ordinance No. 23,674 of June 3, 1968 for the acquisition of the plot of land owned by the municipality of the City of Buenos Aires delimited by Avenues Madero, San Martín and Leandro N. Alem, designated as Lot No. 1 in the “Catalinas Norte” land subdivision, with an area of 26,688 m², as detailed in the plans of the Land Registration Office, pages 31 and 32, which shall be exclusively used for the construction of an International Tourism Hotel with a minimum capacity of 400 rooms, subject to the provisions of Law No. 17,752 and Decree No. 3,091/1968 of the Executive Branch and according to the attached urban planning standards that form part of this Ordinance.” To that end, the three members of the Board of Directors will have broad powers to, should they be awarded the bid, agree with the municipality the terms relating to the acquisition of this property, perform legal acts, enter into agreements, assume obligations on behalf of the corporation, bind the corporation, and take any measures, make any decisions and undertake any formalities as are advisable in the opinion of the attorneys-in-fact, with the municipality of the City of Buenos Aires. This powers shall also extend and may be exercised on behalf of the corporation vis-à-vis other individuals or legal entities of civil or commercial private law, with whom they may contract and bind the corporation with respect to all acts, contracts and transactions aimed at meeting the objective of building, equipping and exploiting a new hotel for international tourism in the City of Buenos Aires. TENTH: To have all attendees sign per se or as proxies this Articles of Incorporation of RED ARGENTINA DE GRANDES HOTELES SOCIEDAD ANÓNIMA, approving all that is set forth herein. Alberto Santamaría. Seal: Alberto Santamaría, Brigadier (R), General Director. On behalf of Intercontinental Hotels Corporation, Roberto Daniel Goytía.

5

On behalf of National Lead Company, E. Santaella. On behalf of National Lead Company, William L. O’Brian. Silvio Becher. Guillermo E. Ruzo. J.R. Forn. Ralph Negri. Víctor Daniel Goytía. A. Bevilacqua. E. Santaella. William L. O’Brian. V. Whittall. From page five to sixteen.

/.........................../

The Resolution of the Secretariat of Justice of the Nation reads as follows: “Buenos Aires, December 16, 1968. Having seen Record No. A-28.194 where authorization is requested for the functioning of the company “RED ARGENTINA DE GRANDES HOTELES SOCIEDAD ANÓNIMA”, and according to what has been decided by the Inspección General de Justicia, the Secretary of Justice of the Nation hereby RESOLVES: SECTION 1: To authorize the functioning as a corporation, after compliance with section 319 of the Commerce Code, on the terms of section 21 of Decree of April 27, 1923, the company “RED ARGENTINA DE GRANDES HOTELES SOCIEDAD ANÓNIMA” organized on September 2, 1968 and to approve its by-laws, from page five to page sixteen (back) with the codes of page 40 (back), forty two (back), forty five to forty eight and fifty to fifty two. Upon execution of the final organization deed, the organization instrument shall be amended as set forth on pages thirty eight and back. SECTION 2: Be it published, forwarded to the National Direction of the Official Registry and returned to the Inspección General de Justicia. RESOLUTION I.G.J. No. [illegible]. There is a illegible signature and a seal which reads: Conrado Etchebarne (h), Secretary of Justice.” THE ABOVE IS A TRUE COPY, I attest. And the appearing parties further state: that they declare the company “RED ARGENTINA DE GRANDES HOTELES SOCIEDAD ANÓNIMA” finally constituted. The authorizing Notary Public states that, given the specific purpose of the corporation and the provisions of section nine, paragraph ”c” of Law No. 17,752, the act executed hereby is exempt from the Stamp Tax. Having the above been read and ratified, the appearing parties sign it before me, I attest.

Handwritten text [Illegible]

Signatures follow

6

I certify that the deed transcribed in this second certified copy was registered with the National Court of First Instance on Commercial Registration on June 23, 1969, under number 2335, on page 318, Book 68, Volume A of National Corporations’ By-laws.

Upon request of the applicant (Record No. 1259/77) and upon an order of the Judge, Dra. Tatiana Schifris, I issue this certificate onto which I set my hand and seal in the City of Buenos Aires on the 17^th day of December, 1977.

[There is a signature and a seal which reads:] Alejandro Gagliardo – Clerk – National Court of First Instance on Commercial Registration

[There is a seal which reads:] National Court of First Instance on Commercial Registration – City of Buenos Aires – Dra. Tatiana Schifris, Judge.

7

Exhibit T3B

PAGE: 958. FIRST COPY. RAGHSA S.A. AMENDMENT TO ARTICLES 1, 7 AND 19 OF ITS BY-LAWS and AMENDED TEXT thereof. CAPITAL INCREASE OF $113,371,827 to $116,371,827. ISSUANCE OF SHARES AT A PREMIUM. INSTRUMENT NUMBER: TWO HUNDRED SEVENTY-SIX. In the city of Buenos Aires, Capital of the Argentine Republic, on the thirteenth of the month of May of the year two thousand eight, before me, the authorizing Notary Public, APPEARS Moises KHAFIF, Argentine, married, legally domiciled at Avenida Corrientes 447, 5^th Floor, of this City, competent, of full legal age and known to me, to which I attest, as well as to the fact that that he appears for the execution hereof in his capacity as CHAIRMAN of the BOARD OF DIRECTORS of the Company that operates in this city under the name “RAGHSA SOCIEDAD ANONIMA” previously “RAGHSA CONSTRUCCIONES S.A.”, which he thus verifies by virtue of the following items: a) With the articles of incorporation under the name Red Argentina de Grandes Hoteles Sociedad Anónima, on the date of June 2, 1969, notarized on page 2118 of the notary records corresponding to such year of Notary Registry number 262, of this City, the first certified copy of which was registered with the National Commercial Court of First Instance of Record on the date of June 23, 1969, under number 2335, on page 318 of Book 68, Volume “A” of By-Laws for National Companies, a duly certified photocopy of which is attached to page 1651 of the notary records corresponding to the year 1980, of this same Notary Registry; b) With the instrument on the Capital Increase and Adjustment of the By-Laws to the Regime from Law 19,550 on Commercial Companies, executed on the date of August 4, 1980, on page 1651

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of the notary records for such year, of this same Notary Registry, the First Certified Copy of which was registered with the Corporate Records Office, Public Registry of Commerce, on the date of July 8, 1983, under number 4346 of Book 98, Volume “A” of By-Laws for National Companies; c) With the instrument for the Increase of its Share Capital and Amendment to its By-Laws due to the amendment of article four thereof, executed on the date of July 11, 1984, notarized on page 1302 of the notary records corresponding to such year, of this same Notary Registry, the First Certified Copy of which was registered with the Corporate Records Office on November 15, 1984, under number 7956 of Book 100, Volume “A” on Companies; d) With the instrument for the Increase of Share Capital and Amendment to its By-Laws due to the amendment of Article four thereof, which was executed by way of the instrument dated February 24, 1986, notarized on page 206 of the notary records corresponding to such year of this same Notary Registry and that was registered with the Public Registry of Commerce on the date of October 29 of the same year, under number 7124, Book 102, Volume “A” on Companies, e) With the instrument for the amendment of its By-Laws due to the amendment of articles one and eleven thereof, on the date of September 14, 1987, notarized on page 1891 of the notary records for such year of this same Registry and that was entered for a Change of Jurisdiction before the Corporate Records Office of the Province of Buenos Aires on August 22, 1989, in Registration 26535, File 1/45394, f) With the instrument for the amendment of its by-laws by way of the amendment of article one thereof, due to a change of jurisdiction and establishment of new registered offices, dated November 13, 1989, notarized on page 1539 of the notary records corresponding to such year of this same Notary Registry

No. 009370972

and registered with the Public Registry of Commerce on January 2, 1990, under number 20 of book 107, Volume “A” on Companies; g) With the instrument for the amendment of its By-Laws due to the amendment of Article Fifteen thereof, dated August 9, 1990, notarized on page 118 of the notary records corresponding to such year of Notary Registry number 1247 of the Federal Capital and registered with the Corporate Records Office on September 7, 1990, under number 6347 of Book 108, Volume “A” on Companies, the original of which I have seen for this act and a duly certified photocopy of which is attached to page 925 of the notary records corresponding to the year 1990 of this same Notary Registry; h) With the private instrument on the Merger by Absorption of the company “Glomo S.A.” and a Capital Increase to the amount of ARS 281,720, executed by way of the Minutes of the Extraordinary Meeting of May 31, 1990, which was registered with the Public Registry of Commerce on January 16, 1991, under number 248, Volume “A” on Companies; i) With the Instrument for the Increase of its share capital to the amount of ARS 1,215,000 and amendment of its by-laws by amendment of article Four thereof, notarized on June 29, 1992, on page 1784 of the current notary records of this same Notary Registry and registered with the Corporate Records Office on October 20 of the aforementioned year, under number 10037 of book 112, volume “A” on Companies; j) with the instrument for the amendment of its by-laws by amendment of article One thereof wherein the company name was changed to Raghsa Construcciones S.A., notarized on the date of December 12, 1992, on page 3,390 of the notary records corresponding to such year of this same Notary Registry and registered with the Public Registry of Commerce on the 18^th of the same month and year, under

No. 009370972

number 12,473 of book 112, Volume “A” on Companies; k) With the instrument for the amendment of its by-laws by amendment of article eleven thereof, notarized on the date of June 8, 1993, on page 1566 of the notary records corresponding to such year of this same Notary Registry and registered with the Corporate Records Office on June 23, 1993, under number 5473 of book 113, Volume “A” on Companies; l) With the instrument on the Merger by Absorption of Riaglo S.A., Glomo Construcciones S.A., Burcity S.A. and Glomo Inmobiliaria S.A., executed on the date of November 29, 1994, notarized on page 6223 of the notary records corresponding to such year of this same Notary Registry, registered in the certified copy thereof before the aforementioned Corporate Records Office on the date of January 13, 1995, under number 464 of Book 116, Volume “A” on Companies; m) with the instrument on the Increase of its Share Capital from the amount of ARS 1,500,000 to ARS 36,000,000, and the full Amendment of its By-Laws, dated July 1, 1996, notarized on page 3383 of the notary records corresponding to such year of this same Notary Registry and registered with the Corporate Records Office on October 4 of the same year under number 9634 of book 119, volume “A” on Companies; n) with the instrument on the amendment of its by-laws by amendment of article 36 thereof, dated December 19, 1996, notarized on page 7991 of the notary records corresponding to such year of this same Notary Registry, the first certified copy of which was registered with the Public Registry of Commerce on January 8, 1997, under number 278 of book 120, Volume “A” on Companies; o) With the instrument on the amendment of its by-laws by amendment of article One thereof, wherein its name was changed to the current name of “RAGHSA SOCIEDAD ANONIMA”

No. 009370973

on the date of November 10, 1998, notarized on page 9667 of the notary records corresponding to such year of this same Notary Registry and registered with the Corporate Records Office on February 4, 1999, under number 1721 of book 4 on Joint Stock Companies; p) With the instrument on the increase of its capital from ARS 40,000,000 to ARS 43,500,000, the amendment of article 5 and the provisions of its by-laws, executed on the date of June 1, 1999, which was notarized on page 2315 of the notary records of such year, of this same Notary Registry, the certified copy of which was registered on the date of September 22, 1999, before the Corporate Records Office, under No. 13916 of Book 7 on Companies; q) With the instrument on the increase of its capital up to fivefold, from ARS 43,500,000 to ARS 50,000,000, executed on the date of January 16, 2001, which was notarized on page 382 of the notary records of the indicated year with this same Notary Registry and was registered with the Corporate Records Office on the date of March 8, 2001, under No. 3113 of Book 14, Volume on Joint Stock Companies; r) With the instrument on the increase of its share capital up to fivefold, from ARS 50,000,000 to ARS 50,024,000, executed on the date of September 3, 2003, which was notarized on page 2038 of the notary records of such year with this Notary Registry, which as of this date is pending registration with the Corporate Records Office; s) With the instrument on the increase of its capital up to fivefold, from ARS 50,024,000 to ARS 113,371,827, executed on the date of July 16, 2007, which was notarized on page 2647 of the current notary records of this same Notary Registry, which was registered with the Corporate Records Office on the date of August 17, 2007, under No. 13646 of Book 36 on Joint Stock Companies, and t) With the instrument on the amendment of its by-laws and registration

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of authorities executed on August 28, 2007, which was notarized on page 3407 of the current notary records of this Notary Registry, which as of this date is in the process of being registered. The following documentation SUPPLEMENTS THE LEGAL STATUS of the appearing party: a) The minutes of Ordinary and Extraordinary General Meeting No. 79, held on July 26, 2007, wherein the members of the current Board of Directors of the company are elected; b) The minutes of the Board of Directors executed on the aforementioned date, wherein the appearing party is appointed to the position thereby and c) The minutes of Extraordinary Shareholders Meeting No. 80, held on April 30, 2008, which authorizes the execution hereof. I have seen the aforementioned minutes in their original books for this act, signed before the Corporate Records Office, for Meeting No. 2, dated August 15, 1995, under number B 27072 and for Board of Directors Meeting No. 3, dated September 10, 1998, under No. 78759-98, which are transcribed on page 3407 of the notary records of the following year notarized with this same Notary Registry. Therefore, I proceed to transcribe that which authorizes the execution hereof, along with the corresponding Deposit of Shares and Meeting Attendance Registry, the original book No. 2 of which I have seen, signed before the Corporate Records Office on the date of March 8, 1994, under No. B 5710, as follows: MINUTES OF EXTRAORDINARY SHAREHOLDERS MEETING No. 80: In the city of Buenos Aires on the 30^th of the month of April of 2008, at 11:00, meeting at the registered offices on Avenida Corrientes 447, 5^th floor, are the Shareholders of RAGHSA Sociedad Anónima, the list of which is recorded in the Attendance Registry Book for General Meetings No. 2, Page 36, and who represent 100% of the Capi-

No. 009370975

make any change to the manner in which the calls must be made to the Board Members for the Meetings of the Board of Directors (and that has thus been included in the Agenda), it was finally decided not to make amendments, with which the current text of Article Twelve (B) of the By-Laws remains unchanged. Article Nineteen (A). Current Text: All Meetings must be called by the Board of Directors, or, where applicable, by the Oversight Committee, in the cases set out by the law or at the request of shareholders who represent five (5%) percent of the share capital. The Meetings requested by the shareholders must be called within thirty (30) days after being requested. New Text: “All Meetings shall be called by the Board of Directors, or, where applicable, by the Oversight Committee, in the cases set out by the law or at the request of the shareholders who represent five (5%) percent of the share capital. The Meetings must be called within the periods required by current rules.” This amendment complies with what is requested by the National Securities Commission, for the purpose of ensuring that the periods of advance notice that are necessary for calls to shareholders meetings are in accordance with the law on companies (if the company is not in the public offering of shares) or Decree 677/01 (when such registration occurs). In addition, it is proposed that, taking such amendments into account, that the following be approved as the new Amended Text: “BY-LAWS OF RAGHSA SOCIEDAD ANONIMA. ARTICLE ONE: NAME. The company is named “RAGHSA SOCIEDAD ANONIMA”. ARTICLE TWO: DURATION: The duration of the company will expire on February 28, 2100. ARTICLE THREE: DOMICILE: The legal domicile of the Company is

No. 009370975

set in the City of Buenos Aires, Argentine Republic, without detriment to which it may establish branches, agencies or any type of representation inside or outside of the country. ARTICLE FOUR: PURPOSE: The purpose of the company will be to operate, for itself, by way of third parties, or in partnership with third parties, the following activities in the country or abroad: I) Real Estate Transactions: through the purchase, sale, swap, acquisition, development and/or transfer by any means of real estate suitable for any purpose, whether urban or rural, located in the Argentine Republic or abroad, and/or through the incorporation, acquisition and/or transfer of companies that own such real estate, being able to perform developments, subdivisions, urban developments, divisions and/or the commercialization of Real Estate, all under any named or unnamed legal method, including purchases and sales, rentals, leasing, trusts, concessions, lodging agreements, garage agreements, assignments, agreements whereby rights in rem and/or personal or credit rights, etc., are established and/or transferred, involving all types of real estate, whether belonging to it or to third parties, whether urban or rural, located in the Argentine Republic or abroad; for the purposes and/or uses that, subject to current regulations, are deemed most appropriate in each case, such as, including but not limited to, residences, commercial and/or professional offices, commercial locations and/or sales centers of any scale, the exploitation of hotel establishments, apartment-hotels, hotels, time shares, shopping centers, malls, commercial galleries, garages, carports, parking lots, divisions, gated communities, closed neighborhoods, private cemeteries, sports centers, recreational centers, touristic centers and/or

No. 009370974

[text cut off] with the right to vote, three for itself and three who are represented, under the chairmanship of the Chairperson of the Board of Directors of the Company, Moisés Khafif. Present on behalf of the members of the Oversight Committee is Dr. Haydee E. Laksman, and Dr. Gustavo Podestá on behalf of the Stock Exchange of Buenos Aires. The Chairman states that the act is open to discuss the following Agenda: “1) Assignment of two shareholders to sign the Minutes. 2) Ratification of the assignment of the external auditors of the Company. 3) Amendment of Articles One, Seven, Twelve and Nineteen of the By-Laws of the Company. 4) Consideration of the capitalization of non-refundable contributions made to the Company. 5) Consideration of the capitalization of the issue premium corresponding to the non-refundable contributions capitalized as of the date of the meeting.” The first point of the Agenda is then discussed: “1) Assignment of two shareholders to sign the Minutes.” Moisés Khafif takes the floor, who proposes the assignment of Gloria Btesh de Khafif and himself to sign the Minutes. The motion is unanimously approved. The second point of the Agenda is then discussed: “2) Ratification of the assignment of the external auditors of the Company.” The Chairman proposes to ratify the assignment of Dr. Alejandro de Navarrete, as regular shareholder, and Dr. Mario Alberto Bittar, as alternate shareholder, both shareholders of the Law Firm of Pistrelli, Henry Martin y Asociados, as auditors for the company with regard to fiscal year No. 40 which began on March 1, 2007, and ended on February 29, 2008. The motion is unanimously accepted. The third point of the Agenda is then discussed: “3) Amendment of Articles One, Seven,

No. 009370974

Twelve and Nineteen of the By-Laws of the Company.” The Chairman takes the floor, who states that it is necessary to make certain adjustments to the current text of the by-laws in order to adapt them to current practices and in anticipation of possibly opening capital to a public offering in the future. The proposed amendments to the by-laws are the following: Article One. Current Text: The company is named RAGHSA SOCIEDAD ANONIMA.” Company not adhering to the Optional By-Laws Regime on Mandatory Acquisition Public Offerings.” New Text: “The company is named “RAGHSA SOCIEDAD ANONIMA.” The by-laws are changed so that, after the Company makes the public offering of shares, it will be subject to the Optional By-Laws Regime on Mandatory Acquisition Public Offerings, as a new and conclusive sign of the importance that the Company applies to adopting the best practices on corporate governance and protecting the interests of its investors. Article Seven A). Current Text: The shares of the Company are common book-entry shares with a par value of One Peso ($1) each and with the right to one (1) vote per share. New Text: “The shares of the Company are common, non-endorsable registered shares with a par value of One Peso (ARS 1) each and with the right to one (1) vote per share. In the event that the Company makes a Public Offering of Shares, the shares of the Company will be book-entry shares.” As long as the company does not follow the regime for the public offering of shares, it will continue with its current regime of non-endorsable registered shares, finally adopting the book-entry system when joining it. Article Twelve (B) (Meetings of the Board of Directors). Although it included

No. 009370976

for recreation¹, etc.; II) Construction: to construct, recycle, remodel, repair, execute, develop, etc., real estate, whether belonging to it or to third parties, whether public or private, regardless of the use thereof, where applicable, and as appropriate pursuant to the regulations that are applicable; to construct, execute, carry out, exploit and/or administer public works, public services and/or public assets, whether as a franchisee, licensee or under any other legal manner or figure, regardless of the use thereof, to participate in franchises and/or licenses for works and/or services and/or assets and/or public assets and to acquire holdings in investment companies that have interest in licensed or franchised companies; III) Administration: to administer all types of real estate or movable assets, funds, portfolios involving credit, movable assets or real estate, assets of any nature, whether belonging to it or to third parties, to administer co-owner associations, communal parking spaces, garages, carports and parking lots, to perform terms of office and/or administration processes, to trustee duties, etc.; IV) Financing of ventures, projects, works or transactions involving real estate; to grant credit for the financing of ventures, projects, works or developments involving the real estate of third parties, whether public or private, or for the acquisition of new or used real estate, regardless of the planned use for such real estate, to make contributions of capital or technology or business know-how for the same purposes indicated above, where applicable, with the corresponding real and/or personal guarantees; all subject to the rules and regulations that are applicable and to the extent that it does not involve transactions reserved for entities included in the Law on Financial Entities of the Argentine Republic. V)

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Representations: to accept and exercise representation, terms of office, commissions, agencies, assignments and/or processes involving business; VI) Transactions involving Assets of all types: by way of the purchase, sale, swap, leasing or any other type of authorized transactions regarding shares, negotiable bonds, bonds representing public or private debt, certificates involving equity interest units or shares representing any type of assets, any type of public or private securities, whether national or foreign, movable assets and livestock of all types, intellectual rights, patents, trademarks, industrial rights, designs, energy, and, in general, any other type of movable assets and/or rights and the exploitation and enjoyment of such movable assets and/or rights. In order to best fulfill its company purpose, the Company will have the full legal capacity to acquire rights, undertake obligations and perform all types of juristic acts that involve its purpose and that are not expressly prohibited by the laws or by these By-Laws. ARTICLE FIVE: FISCAL YEAR: The fiscal year begins on the 1^st of March of each year and ends on the 28^th of February of the following year. ARTICLE SIX: CAPITAL: The progress of the share capital will be recorded in the balance sheets of the Company, which will indicate the authorized amount, the class and category of the shares, their par value and the amount of votes per share. ARTICLE SEVEN: SHARES: A) The shares of the Company are common, registered and non-endorsable, with a par value of One Peso (ARS 1) each and the right to one (1) vote per share. In the event that the Company makes a Public Offering of Shares, the shares of the Company will be book-entry shares. B) The Company may issue preferred shares with or without the right to vote, which will be book-entry shares. The preferred shares

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will have the right to a preferred payment dividend that may or may not be cumulative, according to the conditions of the issuance thereof. Additional holdings in the net and realized profits may also be established. ARTICLE EIGHT: ISSUANCE OF SHARES: A) The Capital may be increased by decision of the ordinary general meeting. B) Each issuance of shares as applicable must be implemented pursuant to the rules of the National Securities Commission, the Exchanges in which the Company lists its shares, or the Corporate Records Office, as well as other foreign regulations as applicable. All decisions to increase the capital must be notarized in a public instrument, unless the Meeting decides otherwise upon each occurrence thereof, and be registered in the Public Registry of Commerce. C) A Meeting that decides upon issuance must establish the characteristics of the shares to be issued, being able to delegate to the Board of Directors the time of issuance, the method and conditions of payment, being able also to perform all other delegations allowed by current laws or regulations at such time. D) The Holders of common shares have the right of first refusal to subscribe new shares in proportion to their respective holdings, for which purpose they shall make use of such right in the manner and within the period established by the Meeting and the current regulations at the given time. In addition, the holders of shares who exercise their right of first refusal will enjoy the right to accrue in the event that, if the period has expired for exercising such right, there is a remaining amount that has not been subscribed; the right to accrue must be exercised simultaneously with the right of first refusal. E) In the event that the capital increases in the future are encumbered by any tax, it will be paid at the time

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the pertinent documents are executed for the registration thereof. There will not be limitations to the transfer of shares of the Company, which must be executed in accordance with what is established by current legislation. ARTICLE NINE: PUBLIC OFFERING: a) Of Shares. The Company may make a public offering of its shares on any Stock Market or Exchange in the country or abroad, complying with all of the requirements demanded for such purposes. In the event that a shareholder within the Public Offering Regime has acquired 95% or more of the share capital, such shareholder may issue a unilateral statement for the acquisition of the entirety of the remaining capital following the procedure established by Decree 677/01. The statement of acquisition will in itself entail, and in accordance with the law, the withdrawal of the public offering and the listing of the shares as of the date of the public instrument that makes the controlling individual the holder of 100% of the convertible instruments and shares in accordance with the law. b) Of negotiable bonds: The Company may issue, inside or outside of the country, negotiable bonds, or other instruments, whether typical or atypical, in accordance with Law 19,550 and the special laws that are applicable. Issuance shall be decided upon by the ordinary or extraordinary general Meeting, as applicable in accordance with special legislation, or by the Board of Directors, if it is especially authorized by applicable rules. The meeting may delegate to the Board of Directors all or some of the conditions for issuance. The Company may issue other instruments allowed by current legislation, whether convertible into shares or otherwise. In the event of the issuance of convertible instruments, the shareholders will have the right of first refusal. Classes of non-voting shares may also be created under the conditions established by the regulations

No. 009370978

of the National Securities Commission. ARTICLE TEN: BOARD OF DIRECTORS: A) The management and administration of the Company will be under the responsibility of a Board of Directors consisting of a minimum of three (3) and a maximum of fourteen (14) regular members, and an equal or lesser number of alternates, as established by the ordinary general meeting of the Company. The alternates will fill the vacancies that arise in the order of their appointment when such vacancy occurs, whether due to absence, resignation, leave, disability, inability or death, subject to acceptance by the Board of Directors of the grounds for replacement when it is temporary. B) The term of office for the Board Members will be for three (3) fiscal years, and they may be re-elected indefinitely. C) Without detriment to the application of the rules for election by cumulative vote, the election of Board Members will be performed with a list, provided that this mechanism is not objected to by any shareholder, in which case it will be done individually. The list or the person will be declared elected, according to the case, who obtains the absolute majority of the votes; if no list obtains such majority, a new vote will be performed from the two lists or persons who receive the most votes, considering as elected the list or person that in such vote obtains the greatest number of votes. As a guarantee for the performance of their duties, each Regular Board Member shall provide, within five (5) days after accepting the position, the guarantees that are required by the regulatory authority. ARTICLE ELEVEN: VACANCIES: In the event vacancies arise in the Board of Directors due to the death, disability, inability, resignation, removal or temporary absence of one or more Regular Board Members, and there are not Alternate Board Members to fill the positions and as a result such body cannot validly meet, the Oversight Committee shall assign the

No. 009370978

number of Board Members necessary to fill the entirety of the vacancies, whose terms of office will be extended until the next ordinary general meeting. ARTICLE TWELVE: MEETINGS AND DISTRIBUTION OF POSITIONS: (A) The Board of Directors shall meet with the minimum frequency established by applicable regulations, without detriment to the Chairperson or the individual who replaces him or her calling it when deeming it appropriate or when requested by any of its members. B) Calls must be made by the Chairperson or by the individual who replaces him or her, in a certified manner, at least five days in advance, indicating the agenda. Issues not included in the agenda may be considered if they arise subsequently and are considered urgent. C) The Board of Directors shall record its decisions in a book of minutes signed for that purpose. In its first meeting after each ordinary general meeting, the Board of Directors shall assign from its members the Regular Board Members who will act as the Chairperson and the Vice Chairperson. ARTICLE THIRTEEN: QUORUM AND MAJORITIES. A) The quorum for the Board of Directors is established with the absolute majority of its regular members or alternate members who replace the regular members. The Board of Directors will make its decisions by vote of the majority of those present. In the event of a tie, the Chairperson, or the individual who replaces him or her, has the right to two votes. Decisions made in meetings of the Board of Directors where there is a quorum with the board members present will be considered valid in the place of an act being executed, and the other board members may participate in the decisions that are made to the extent that they may communicate with the present board members through a mechanism that allows them the right to speak and vote simultaneously in deliberations, such as the systems involving videoconferencing or similar systems.

No. 009370979

ARTICLE FOURTEEN: AUTHORIZATIONS OF THE BOARD OF DIRECTORS: The Board of Directors has broad authorizations to organize, administer and manage the Company, including those that require ad hoc powers of attorney pursuant to art. 1881 of the Civil Code and article 9 of Decree Law 5965/63. As a result, the Board of Directors may execute, in the name of the company, all types of juristic acts that aim to fulfill the company purpose, including buying, selling, swapping, renting real estate or movable assets of any type, being able to establish all types of rights in rem; giving and receiving collateral, mortgage or personal guarantees or guarantees of another nature; entering into all types of private agreements that are necessary to fulfill its company purpose; giving or receiving loans in money or valuables in general; operating with all types of banks, financial companies or credit entities, both official and private, national or foreign; issuing, endorsing and discounting promissory notes, bills of exchange and checks for funds or credit that is overdrawn; granting and revoking ad hoc and general powers of attorney and judicial or administrative or other powers of attorney, with full authorizations, with or without the authorization to replace or appoint managers, assigning them salaries and duties, revoking such appointments, initiating, continuing, contesting or withdrawing from criminal proceedings or complaints; and performing every other juristic act or event that pertains to its company purpose. In addition, it shall call General or Special meetings, whether ordinary or extraordinary, as applicable, establishing the agenda and submitting the Accounting Statements and Report for the fiscal year annually to the Ordinary General meeting within the legal period and with the proper formalities. The list above is for informational purposes and is not exhaustive; therefore, the board of directors may, in general, perform any operation, act, procedure and

No. 009370979

enter into any agreement related to the company purpose pursuant to the legal provisions. ARTICLE FIFTEEN: LEGAL REPRESENTATION: The representation of the Company is exercised: A) by the Chairperson of the Board of Directors, or the individual who replaces him or her pursuant to the provisions of these By-Laws, or B) by any two (2) of the remaining Regular Board Members jointly. In these cases, Directors who exercise the legal representation of the company will require minutes from the Board of Directors that authorize the act in question. The authorization to answer interrogatories in an arbitration proceeding or lawsuit will correspond to the Chairperson, the Vice Chairperson, or the person or persons appointed by the Board of Directors in a general or ad hoc manner. The Chairperson, in addition to the duties and functions corresponding to any Regular Board Member, will exercise the representation of the Company in accordance with what is set out in the preceding article and shall comply with and ensure compliance with the laws, decrees and other legal rules applicable to the Company, as well as these By-Laws and the decisions of the meeting and the Board of Directors of the Company. The Vice Chairperson will replace the Chairperson in the event of death, disability, inability, resignation, removal or temporary or definitive absence. In all cases, except that of temporary absence, the Board of Directors shall elect a new Chairperson within thirty (30) days after the vacancy arises. ARTICLE SIXTEEN: EXECUTIVE COMMITTEE: The management of ordinary business will be the responsibility of the Board of Directors. In the event that the Company makes a Public Offering of Shares, such management will be performed by an Executive Committee consisting of a minimum of three (3) and a maximum of nine (9) regular members. In the first meeting of the Board of Directors after the Ordinary General Meeting,

No. 009370980

the Board Members must elect from its members the regular members who will make up the Executive Committee, two (2) of which must be the Chairperson and the Vice Chairperson of the Board of Directors; they will also elect one (1) alternate member – who will be another Regular Board Member – who will assume such duty in the event of a temporary or permanent vacancy of any of the regular members of the Committee. Termination for any reason from the position of regular board member of the company will automatically imply the termination of the position of member of the Executive Committee, without the need for an express decision. In its first meeting, the Executive Committee will appoint from its members a Chairperson and Vice Chairperson, the latter of which will replace the former in the event of absence or the permanent or temporary disability thereof. SEVENTEEN: OPERATION OF THE EXECUTIVE COMMITTEE. The Executive Committee will operate with the presence of two (2) of its members and will make decisions by vote of the majority thereof. In the event of a tie, the Chairperson or the individual who replaces him or her will have two votes. In its first meeting, the Executive Committee will determine the frequency of the meetings, without detriment to those that must be made by call from its Chairperson or the individual who replaces him or her, or upon request addressed thereto by any of its members, which must be carried out within forty-eight (48) hours. Under no circumstances will the meetings require an agenda that is established and reported beforehand. A record of such meetings will be made in a book of minutes that is signed for that purpose. The Executive Committee may split its functions by creating special Sub-Committees of three (3) members – the alternate indicated above will replace any of them where applicable – to whom the operational rules established beforehand will apply. The Executive Committee, without

No. 009370980

detriment to the duties conferred upon the Board of Directors by the law and these By-Laws, shall be responsible for the management of ordinary business that is not handled directly by the Board of Directors, whether such business is originally its responsibility or is assigned thereto. As a result, the Executive Committee may, in compliance with the policies established by the Board of Directors: 1) develop and enforce the commercial, credit, financial and human resources policy of the company, and any other policy concerning the company purpose, entering into, where applicable, with sufficient representation, the necessary agreements and transactions, including any that require the execution of a public instrument; 2) Create, maintain, remove, restructure or transfer the offices and sectors involving the administrative and functional organization of the company; 3) Create Special Committees, and/or similar functional levels or structures, appoint those who will report to it and determine the scope of the functions thereof; 4) Approve the supply of staff, appoint managers, including the chief executive officer, and assistant managers, and determine their functions, hire staff of any rank or hierarchy, set the levels of remuneration for all of them and their work conditions, and take any other measure involving staff policy, including promotions and dismissals. The Chairperson of the Executive Committee will have the authority to perform transfers, relocations and/or removals, as well as apply the penalties that may apply; 5) Propose to the Board of Directors the creation, opening, relocation or closure of branches, agencies or offices inside or outside of the country, in addition to participation in the foundation or acquisition of other companies domiciled in the country or abroad and the total or partial transfer of such equity interest units, and to supervise the operation of all of them, instructing the corresponding individuals about exercising

No. 009370981

company rights; 6) Administer and dispose of company assets and, with an equal scope, take out loans in order to use the funds thereof for the operations of the company; 7) Create and submit for the consideration of the Board of Directors the plans that are necessary for the development of the policies that are referred to in paragraph 1) of this section, as well as the hiring regime, the annual budget and the estimates for expenses and investments and levels of debt; 8) Issue its own internal regulations if it deems it necessary. The list above is merely for informational purposes. The Executive Committee may perform all acts necessary for the ordinary management of the company business. Without detriment to the duties of the Board of Directors and those that correspond to the legal representatives of the Company, the Minutes of the Executive Committee will be enough documentation to authorize the execution of any ordinary operation of the company. ARTICLE EIGHTEEN: OVERSIGHT: A) OVERSIGHT COMMITTEE: A) The Oversight of the Company will be under the responsibility of an Oversight Committee consisting of three (3) Regular Members and three (3) Alternates appointed by the Ordinary General Meeting. In its first meeting after the Ordinary General Meeting, the Oversight Committee must elect from its members the one who will act as the Chairperson of the Body. B) The term of office for Members will be for one (1) fiscal year. C) The Oversight Committee will meet with the attendance of the absolute majority of its members and will make decisions by majority of votes present, and it will meet with the minimum frequency required for the fulfillment of its duties and by applicable rules. E) The Oversight Committee must record its decisions in a book of minutes signed for such purpose. F) In the event of the death,

No. 009370981

disability, inability, resignation, removal or absence, whether temporary or permanent, of the regular members, the alternates must replace them in order of their appointment. G) The Members have the authorizations and duties assigned thereto by the Law on Commercial Companies. H) The remuneration for the Members shall be set by the Ordinary General Meeting within the limits established by current law. B) AUDIT COMMITTEE. In the event that the Company makes a Public Offering of Shares, it will have an Audit Committee that will have the duties and responsibilities established by current regulations, those that are issued in the future by the regulatory authority and those that are assigned thereto by the Shareholders Meeting and the Board of Directors. It will consist of three (3) members from the Board of Directors as regular members and three (3) alternates. The majority of the members of the Audit Committee must be categorized as independent according to the criteria determined by the regulatory authority. The members of the Committee will be elected by the Board of Directors at the proposal of the Chairperson. The Committee will set its own Internal Regulations. ARTICLE NINETEEN. SHAREHOLDERS MEETINGS. CALLS: A) All Meetings must be called by the Board of Directors, or, where applicable, by the Oversight Committee, in the cases set out by the law or at the request of the shareholders who represent five (5%) percent of the share capital. The Meetings shall be called within the periods required by current rules. B) Ordinary Meetings may be called simultaneously on first and second call in the manner established by article 237 of law 19,550, without detriment to what is set out therein for the case of Unanimous Meetings. In the absence of a simultaneous call, the Meeting, on second call, due to the first having failed,

No. 009370982

must be held within thirty (30) days after it, complying with the publications required by current rules. ARTICLE TWENTY: OPERATION OF THE MEETINGS: The shareholders may be represented in the Meeting in question by way of granting a power of attorney in a private instrument with their signature certified by a notary public, court or bank. Shares that are jointly owned must unify their representation. Meetings must be presided over by the Chairperson of the Board of Directors, or by the Board Member who is in charge at such time of the Chairmanship of the Board of Directors. The quorum and the regime for majorities are governed by articles 243 and 244 of law 19,550 depending on the type of Meeting in question, except with regard to the quorum for extraordinary meetings on second call, which will be held regardless of the number of shares present with the right to vote. ARTICLE TWENTY-ONE: DISTRIBUTION OF PROFITS: A) The net and realized profits for each fiscal year will be applied according to the following details: 1) 5% (five percent) up to 20% (twenty percent) of the subscribed share capital, to the legal reserve fund; 2) the sum set by the Meeting, to the payment of fees for the Board of Directors and the Oversight Committee; 3) the balance to dividends and additional holdings of preferred shares, if they exist, and to dividends from common shares and/or optional reserve funds, pension funds or to a new account, or for the legal purpose determined by the Meeting. B) The dividends voted for in cash must be paid in proportion to the respective holdings within thirty (30) days of being sanctioned and the right to collect them will expire three (3) years after the date when

No. 009370982

they were made available to the shareholders. C) Annual dividends may be paid in shares or in shares and in cash jointly, except for those that correspond to staff participation bonds, if they were issued, which will be paid exclusively in cash within the period set out in paragraph B). The other dividends shall be made available to the shareholders within a period that does not exceed what is established by the regulations of the National Securities Commission, calculated in the manner in which they are determined. D) Dividends may be distributed in cash quarterly in accordance with the applicable legal and regulatory provisions. E) When the distribution of cash dividends is approved, it may be ordered, discussing the matter as a special point on the agenda, that payment thereof be made in as many installments as set out by the meeting, with the formalities and under the conditions and within the total period applicable according to current regulations at the given time. ARTICLE TWENTY-TWO: DISSOLUTION AND LIQUIDATION: A) When the Company decides upon its dissolution, the Board of Directors, with the intervention of the Oversight Committee, shall proceed with its liquidation, unless the Meeting appoints a liquidation commission; in this case, the Meeting shall set the duties of the liquidators. B) After liabilities are settled and capital is repaid, the remaining amount will be distributed among the shareholders in proportion to their respective contributions with the priorities indicated in these By-Laws. ARTICLE TWENTY-THREE: ARBITRATION: The Company submits, for the purposes of article 38 of the Regulations on Transparency of Public Offerings from Decree 677/01, to the jurisdiction of the Court of Arbitration of the Stock Exchange of Buenos Aires.”

No. 009370983

After a thorough debate and exchange of ideas, the shareholders unanimously approve the motion and the amended text transcribed above, authorizing the Chairman to execute the corresponding instrument and the Chairman and/or any of the board members to perform any process that is necessary for the registration thereof before the competent applicable authority. Point four of the Agenda is then discussed: “4) Consideration of the capitalization of non-refundable contributions made to the Company.” The Chairperson states that it is necessary to capitalize the paid-up non-refundable contribution according to the agreement signed on October 29, 2007, with the shareholder Edgardo Khafif for USD 7,500,000 (seven million five hundred thousand United States dollars), equivalent to ARS 23,197,500 (twenty-three million one hundred ninety-seven thousand five hundred pesos) at the Banco Nación buy exchange rate at the close of November 5, 2007 (date the subscription agreement was approved by the Board of Directors). It has been decided to capitalize the amount of ARS 3,000,000 (three million pesos), equivalent to 3,000,000 Class “B” registered common shares with one vote per share, with an issue premium per share of ARS 6.7325 (six point 7325/1000 pesos), with the total of the issue premium being ARS 20,197,500 (twenty million one hundred ninety-seven thousand five hundred pesos); therefore increasing the original share capital of the company in the amount of ARS 3,000,000 (three million pesos), which, adding the original capital of the company, comes to a total of ARS 116,371,827 (one hundred sixteen million three hundred seventy-one thousand eight hundred twenty-seven pesos), which will be represented by 47,441,857 (forty-seven million four hundred forty-one thousand eight hundred fifty-seven) class “A” shares and by 68,929,970 (sixty-eight million

No. 009370983

nine hundred twenty-nine thousand nine hundred seventy) class “B” shares. For such reason, it is appropriate to issue non-endorsable registered common shares with a par value of ARS 1 each, with 1 vote per share. Such capital increase will be subscribed by Edgardo Khafif. After a brief debate, the motion is unanimously approved. The Chairman states that, taking into account the issuance of shares that must be performed for the purpose of specifying the approved increase of share capital, the remaining shareholders must state if they expressly waive the right of first refusal. The motion is unanimously approved, with the shareholders waiving, themselves or by way of their representatives, the right of first refusal. After the capitalization of the non-refundable contributions, the Share Capital is constituted in the following manner: Shareholders Types of shares Number of shares prior to issuance Subscription New Share Capital% Capital: Moisés Khafif -A- 47,441,857; 47,441,857; 40.767%. Moisés Khafif -B- 59,800,995; 59,800,995; 51.389%. Gloria Btesh de Khafif -B- 444,091; 444,091; 0.382%. Isaac Khafif -B- 1,858,721; 1,858;721; 1.597%. Elena Chammah -B- 1,858,721; 1,858,721; 1.597%. Edgardo Khafif -B- 108,721, 3,000,000; 3,108,721; 2.671%. Isaac Dabah and/or Ivette Dabah -B- 1,858,721; 1,858,721; 1.597%. Total 113,371,827; 116,371,827. After a brief debate, what was set out is unanimously approved and it is decided that it is appropriate to delegate to the Board of Directors the tasks referring to the issuance of the 3,000,000 shares and the registration of the increase of Share Capital. Such motion is unanimously approved. They then discuss point five of the Agenda: “5) Consideration of the capitalization of the issue premium corresponding to the non-refundable contributions capitalized on the date of the meeting.”

No. 009370984

The Chairman states that it is appropriate to postpone the capitalization of the issue premium and thus jointly capitalize the issue premium corresponding to the non-refundable contributions already accepted and those discussed in this meeting. Having no further matters to discuss, the meeting was closed at 12:00. There are two illegible signatures.” “Extraordinary General Meeting of April 30, 2008. Sequential Number – Year 2008. Day. Month. SHAREHOLDER. Full First and Last Name. Identification Document. Domicile. REPRESENTATIVE. Full First and Last Name. Identification Document. Domicile. NUMBER OF SHARES OR CERTIFICATES – NUMBERS OF THE INSTRUMENTS, SHARES OR CERTIFICATES – CAPITAL – NUMBER OF VOTES – SIGNATURES. 1 – 4/30 – Moises Khafif Av. del Libertador 3690 17^th Floor Autonomous City of Buenos Aires (CABA) – On his or her own behalf² – 21,600,000 – 26,000,000 – 1,203,236 – 23,808 – 25,841,857 – 32,573,951 – 107,242,852 – 00,000,001/21,600.00 – 21,600,001/47,600,000 – 48,396,765/49,600,000 – 49,798,001/49,821,808 – 50,024,001/75,865,857 – 75,865,858/108,439,808 – 21,600,000 – 26,000,000 – 1,203,236 – 23,808 – 25,841,857 – 32,573,951 – 107,242,852 – 108,000,000 – 26,000,000 – 1,203,236 – 23,808 – 129,209,285 – 32,573,951 – 297,010,280 – Followed by illegible signature. 2 – 4/30 Gloria Btesh de Khafif. Av. del Libertador 3690 17^th Floor CABA – On his or her own behalf – 202,192 – 241,899 – 444,091 – 49,821,809/50,024,000 – 108,439,809/108,681/707 – 202,192 – 241,899 – 444,091 – 202,192 – 241,899 – 444,091 – Followed by illegible signature – 3 4/30 – Isaac Khafif National Identification Document (DNI) [redacted]. 950 Third Avenue New York, NY 10022. Elena Chammah DNI [redacted]. Demaria 4550 38^th Floor “B” – CABA – 49,500 – 59,221. 1,750,000 – 1,858,721 – 49,649,501/49,699,000 – 108,681,708/108,740,928 – 109,871,828/111,621,

No. 009370984

827 – 49,500 – 59,221 – 1,750,000 – 1,858,721 – 49,500 – 59,221 – 1,750,000 – 1,858,721 – Followed by illegible signature – 4 – 4/30 Elena Chammah DNI [redacted]. Demaria 4550 – 38^th Floor “B” CABA. On his or her own behalf – 49,500 – 59,221 – 1,750,000 – 1,858,721 – 49,699,001/49,748,500 – 108,740,929/108,800,149 – 111,621,828/113,371,827 – 49,500 – 59,221 – 1,750,000 – 1,858,751 – 49,500 – 59,221 – 1,750,000 – 1,858,721 – Followed by illegible signature – 5 – 4/30 – Ivette Dabah and/or Isaac Dabah Identity Card Issued by Federal Police (CIPF) [redacted] / USA Passport No. [redacted]. 817 Fifth Avenue, 15^th Floor New York 10022 – Elena Chammah. DNI [redacted] Demaría 4550 – 38^th floor “B”. CABA – 49,500 – 59,221 – 796,764 – 953,236 – 1,858,721 – 49,600,001/49,649,500 – 108,800,150/108,859,370 – 47,600,001/48,396,764 – 108,918,592/109,871,827 – 49,500 – 59,221 – 796,764 – 953,236 – 1,858,721 – 49,500 – 59,221 – 796,764 – 953,236. Followed by illegible signature – 6 – 4/30 – Edgardo Khafif DNI. [redacted] – 950 Third Avenue – New York 10022 – Elena Chammah DNI [redacted] Demaría 4550. 38^th floor “B”. CABA – 49,500 – 59,221 – 108,721 – 49,748,501/49,798,000 – 108,859,371/108,918,591 – 49,500 – 59,221 – 108,721 – 48,500 – 59,221 – 108,721 – Followed by illegible signature– 113,371,827 – 113,371,827 – 303,139,255. In the Autonomous City of Buenos Aires, on the 25^th of the month of April of 2008, at 14:00, this Registration is closed, having received notice from Shareholders who represent 100% of the Share Capital. Followed by illegible signature. In the Autonomous City of Buenos Aires, on the 30^th of the month of April of 2008, at 11:00, the Extraordinary General Meeting began with the attendance of three shareholders on their own behalf and three represented shareholders who possess 100% of the Share Capital. Followed by illegible signature.” THIS IS AN ACCURATE COPY, to which I attest. And after the appearing party ensured to me

No. 009370985

that the representation invoked thereby is still valid, without any modification, he STATES: That for the purpose of legally implementing the decision made by his principal, HE STATES: I) Articles One, Seven, item A) and Nineteen, item A), ARE AMENDED, whose new wording is a result of the AMENDED TEXT of the BY-LAWS, which are written in the manner shown in the minutes transcribed above, and in order to avoid repetitions are deemed fully reproduced herein; II) The SHARE CAPITAL is INCREASED from the amount of One hundred thirteen million three hundred seventy-one thousand eight hundred twenty-seven pesos to the amount of ONE HUNDRED SIXTEEN MILLION THREE HUNDRED SEVENTY-ONE THOUSAND EIGHT HUNDRED TWENTY-SEVEN PESOS, represented by Forty-seven million four hundred forty-one thousand eight hundred fifty-seven class “A” shares and by Sixty-eight million nine hundred twenty-nine thousand nine hundred seventy class “B” shares; III) THREE MILLION SHARES ARE ISSUED that are Class “B” registered common shares with one vote per share, with an ISSUE PREMIUM of ARS 6.7325 per share. As a result, the total of the ISSUE PREMIUM is Twenty million one hundred ninety-seven thousand five hundred pesos. The aforementioned issuance was subscribed and paid up by one of the shareholders of the company due to the waiver of the right to exercise the right of first refusal by the remaining shareholders. Finally, the appearing party asks the authorizing Notary Public to issue thereto a copy hereof for the corresponding purposes. This instrument WAS READ to the appearing party, who ratifies the content hereof and signs it in witness whereof, before me, to which I attest. SIGNED: Moises KHAFIF. Before me, A. HUEYO. There is a stamp that says: Dr. Alberto H. HUEYO-Notary Public.

No. 009370985

IT MATCHES its original document executed on page 958 of Notary Registry number 190 of this Federal Capital, wherein the Head Notary Public is Alberto H. HUEYO and the Assigned Notary Public is Josefina VIVOT. FOR the company “RAGHSA S.A.”, I issue this FIRST COPY on fifteen Notarial Sheets numbered from 009370971 to 009370985, Series N, which I stamp and sign in Buenos Aires on the fourteenth of the month of May of the year two thousand eight.

[stamp:]

Dr. ALBERTO H. HUEYO

NOTARY PUBLIC

[initials]

[emblem]

Ministry of Justice and Human Rights

Corporate Records Office

2007 – Year of Road Safety

Sheet: [ILLEGIBLE]

[stamp:] [ILLEGIBLE]

Corporate Records Office (IGJ) Correlating Number: 242572

Unique Taxpayer Identification Number (CUIT):

SOCIEDAD ANONIMA

Company Name:

RAGHSA

(previously):

Process Number: 2561857

Process No. Description

00430           CAPITAL INCREASE ORDINARY PROCESS

01370           AMENDMENT OF BY-LAWS

Instrument(s) 695 AND 276.

and/or private instruments:

Registered in this Registry under number: 15952

of book: 41             , volume: —

of: JOINT STOCK COMPANIES

CC³: 2         Buenos Aires, August 8, 2008

[signature]

Dr. PATRICIA LAU[R]A MA[ILLEGIBLE]

HEAD OF THE REGISTRY DEPARTMENT

CORPORATE RECORDS OFFICE

[ILLEGIBLE]

[logo:] IGJ

[logo:] [ILLEGIBLE]

[bar code]

*0286144*

PAGE 347. FIRST COPY. RAGHSA S.A. AMENDMENT OF SECTION FOUR. DFED NUMBER NINETY SEVEN: In the City of Buenos Aires, Capital City of the Republic of Argentina, on the twenty third day of the month of July of the year 2014, before me, authorizing Notary Public, there appears Mr. Moisés KHAFIF, naturalized Argentine, married, with National Identity Document number 5,090,713 and CUIT (Tax Identification Number) 23-05090713-9, legally domiciled at San Martín 344, 29^th Floor, of this City, legally qualified, of legal age and known to me, I attest, and I also attest that he appears on behalf of and in his capacity as Chairman of the Board of Directors of the company that does business in this City, with the same legal domicile as its representative, under the name of “RAGHSA SOCIEDAD ANÓNIMA”, CUIT 30-62088060-0, which capacity is evidenced by the following qualifying documents: (a) With the deed of organization under the name of Red Argentina de Grandes Hoteles Sociedad Anónima dated June 2, 1969, entered on page 2118, notarial register of such year, of Notarial Registry number 262 of this City, the first certified copy of which was registered with the National Court of First Instance on Commercial Registration on June 23, 1969 under number 2335, on page 318, Book 68, Volume “A” of National Corporations’ By-laws and a duly authenticated photocopy of which is attached to page 1651, notarial record of the year 1980, of that same Notarial Registry; (b) With the deed of Capital Increase and Adjustment of the Corporate By-laws to the Regime of Law No. 19,550 of Business Companies, executed on August 4, 1980, on page 1651, notarial record of such year, of this same Notarial Registry, the first certified copy of which was registered with the Inspección General de Justicia, Public Registry of Commerce, on July 8, 1983, under number 4346, Book 98, Volume “A” of National Corporations’ By-laws; (c) With the deed of Capital Increase and Amendment of By-laws for the modification of section four thereof, executed on July 11, 1984, entered on page 1302, notarial record of such year, of this same Notarial Registry, the first certified copy of which was registered with the Inspección General de Justicia on November 15, 1984, under number 7856, Book 100, Volume “A” of Corporations; (d) With the deed of Capital Increase and Amendment of By-laws for the modification of section four thereof, executed on February 24, 1986, entered on

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page 206, notarial record of such year, of this same Notarial Registry, registered with the Public Registry of Commerce on October 26 of that same year, under number 7124, Book 102, Volume “A” of Corporations; (e) With the deed of Amendment of By-laws for the modification of sections one and eleven thereof, executed on September 14, 1987, entered on page 1891, notarial record of such year, of this same Notarial Registry, and which due to a change in the jurisdiction was registered with the Inspección General de Justicia of the Province of Buenos Aires on August 22, 1989, under number 26535, File 1/45394; (f) With the deed of Amendment of By-laws for the modification of section one due to a change of jurisdiction and establishment of the new registered office, executed on November 13, 1989, entered on page 1539, notarial record of such year, of this same Notarial Registry, and registered with the Public Registry of Commerce on January 2, 1990, under number 20, Book 107, Volume “A” of Corporations; (g) With the deed of Amendment of By-laws for the modification of section five thereof, executed on August 9, 1990, entered on page 118, notarial record of such year of Notarial Registry number 1247 of the City of Buenos Aires, and registered with the Inspección General de Justicia on September 7, 1990, under number 6347, Book 108, Volume “A” of Corporations, the original of which I have before me in this act and a duly certified photocopy of which is attached to page 926, notarial record of the year 1990 of this same Notarial Registry; (h) With the private instrument of Merger with the company “Glomo S.A.” and Capital Increase to the amount of $281,720 made according to the Minutes of Extraordinary Meeting of May 31, 1990 and registered with the Public Registry of Commerce on January 16, 1991, under number 248, Volume “A” of Corporations; (i) With the deed of Capital Increase to the amount of $1,215,000 and Amendment of By-laws for the modification of section four thereof, entered on June 29, 1992 on page 1784, notarial record of such year of this same Notarial Registry and registered with the Inspección General de Justicia on October 20 of such year, under number 10037, Book 112, Volume “A” of Corporations; (j) With the deed of Amendment of By-laws for the modification of section one thereof, whereby the corporate name was changed for Raghsa Construcciones S.A., entered on December 12, 1992 on page 3390, notarial record

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of such year of this same Notarial Registry and registered with the Public Registry of Commerce on December 18 of that year, under number 12,473, Book 112, Volume “A” of Corporations; (k) With the deed of Amendment of By-laws for the modification of section eleven thereof, entered on June 8, 1993 on page 1566, notarial record of such year of this same Notarial Registry and registered with the Inspección General de Justicia on December June 23, 1993, under number 5473, Book 113, Volume “A” of Corporations; (l) With the deed of Merger with Riaglo S.A., Glomo Construcciones S.A., Burcity S.A. and Glomo Inmobiliaria S.A., executed on November 29, 1994, entered on page 6223, notarial record of such year of this same Notarial Registry, a certified copy of which was registered with the Inspección General de Justicia on January 13, 1995, under number 464, Book 116, Volume “A” of Corporations; (m) With the deed of Capital Increase from the amount of $1,500,000 to $ 36,000,000 and Integral Reform of its By-laws, entered on July 1, 1996 on page 3383, notarial record of such year of this same Notarial Registry and registered with the Inspección General de Justicia on October 4 of that year, under number 9634, Book 119, Volume “A” of Corporations; (n) With the deed of Amendment of By-laws for the modification of section 36 thereof, executed on December 19, 1996, entered on page 7991, notarial record of such year of this same Notarial Registry, the first certified copy of which was registered with the Public Registry of Commerce on January 8, 1997, under number 278, Book 120, Volume “A” of Corporations; (o) With the deed of Amendment of By-laws for the modification of section one thereof, whereby the corporate name was changed for “RAGHSA SOCIEDAD ANÓNIMA”, executed on November 10, 1998, entered on page 9667, notarial record of such year of this same Notarial Registry and registered with the Inspección General de Justicia on February 4, 1999, under number 1721, Book 4 of Stock Companies; (p) With the deed of Capital Increase from the amount of $40,000,000 to $ 43,500,000, amendment of section five and reorganization of By-laws, executed on June 1, 1999, entered on page 2315, notarial record of such year of this same Notarial Registry, a certified copy of which was registered with the Inspección General de Justicia on September 22, 1999, under number 13916, Book 7 of Corporations; (q) With the deed of Capital Increase within the limit of

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five times its amount, from $43,500,000 to $ 50,000,000, executed on January 16, 2001, entered on page 382, notarial record of such year of this same Notarial Registry and registered with the Inspección General de Justicia on March 8, 2001, under number 3113, Book 14 of Stock Companies; (r) With the deed of Merger with the companies Buenos Aires Realty S.A. and Argentine Realty S.A. and Capital Increase within the limit of five times its amount, from $50,000,000 to $50,024,000, entered on September 3, 2003 on page 2038 of Notarial Registry number 1975 of this City, then under my charge, a certified copy of which was registered with the Inspección General de Justicia on October 12, 2007, under number 17183, Book 37 of Stock Companies, and a duly authenticated photocopy of which is attached to page 112, notarial record of the year 2004 of this same Notarial Registry; (s) With the deed of Capital Increase within the limit of five times its amount, from $50,024,000 to $ 113,371,827, executed on July 16, 2007, entered on page 2647, notarial record of such year of this same Notarial Registry and registered with the Inspección General de Justicia on August 17, 2007, under number 13646, Book 36 of Stock Companies; (t) With the deed of Amendment of By-laws and Registration of Authorities, executed on August 28, 2007, entered on page 3407, notarial record of such year of this same Notarial Registry and registered with the Inspección General de Justicia on August 8, 2008, under number 15952, Book 41 of Stock Companies; (u) With the deed of Capital Increase from $113,371,827 to $116,371,827 and Amendment of Sections 1, 7 and 19, executed on May 13, 2008, entered on page 958, notarial record of such year of this same Notarial Registry, a certified copy of which was registered with the Inspección General de Justicia on August 8, 2008, under number 15952, Book 41 of Stock Companies; (v) With the deed of Capital Increase from $ 116,371,827 to $122,371,827 and issue of six million shares with premium, executed on January 28, 2009, entered on page 135, notarial record of such year and registered with the Inspección General de Justicia on February 12, 2009, under number 2540, Book 43 of Stock Companies; (w) With the Minutes of General Ordinary Meeting of July 28, 2010 providing for a capital increase from $122,371,827 to $350,000,000, the issue of shares and election of authorities, notarized by means of deed dated August 10, 2010, entered on page

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1837, notarial record of such year of this same Notarial Registry and registered with the Inspección General de Justicia on October 26, 2010, under number 20088, Book 51 of Stock Companies; (x) With the Minutes of General Extraordinary Meeting of March 20, 2012 providing for a capital increase from $350,000,000 to $373,000,000 and delegating in the Board of Directors the timing for the issue thereof, registered with the Inspección General de Justicia on October 26, 2010, under number 20088, Book 51 of Stock Companies; (y) With the Minutes of General Extraordinary Meeting No. 90 held on September 20, 2012, increasing the capital stock from $373,000,000 to $373,240,000 by means of the issue of 240,000 non-endorsable registered ordinary shares of a single class, of one peso nominal amount each and entitled to one vote per share, with an issue premium of $22.06 per share, which was registered with the Inspección General de Justicia on November 27, 2012, under number 18652, Book 61 of Stock Companies; (z) With the Minutes of General Extraordinary Meeting of Shareholders No. 93 held on November 22, 2012, increasing the capital stock from $373,240,000 to $373,340,000 and providing for the issue of 100,000 non-endorsable registered ordinary shares of a single class, of one peso nominal amount each and entitled to one vote per share, with an issue premium of $22.85 per share, which was registered with the Inspección General de Justicia on March 31, 2014, under number 5528, Book 68 of Stock Companies. I have seen the originals of all the minutes listed in the last items, certified photocopies of which have been attached to these presents; (a’) With the deed of Amendment of Sections 13 and 20 of the By-laws and the reorganization thereof, executed on October 16, 2013, entered on page 842, notarial record of such year of this same Notarial Registry, which must still be approved by the Comisión Nacional de Valores (Securities Commission) for its later registration with the Inspección General de Justicia; and (b’) With the deed of Merger of RAGHSA (absorbing company) and BA DEVELOPMENT S.A. (absorbed company), executed on December 18, 2013, entered on page 1023, notarial record of such year of this same Notarial Registry, which must still be approved by the Comisión Nacional de Valores (Securities Commission) for its later registration with the Inspección General de Justicia. EVIDENCE OF THE CAPACITY INVOKED BY THE

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APPEARING PARTY IS SUPPLEMENTED with the Minutes of the General Ordinary Meeting of Shareholders of the company, dated July 11, 2013, appearing on pages 131 to 132 of the respective book, whereby the members of the current Board of Directors have been elected and the minutes of the Board of Directors of the same date, appearing on page 412 of the respective book, whereby positions have been distributed and appointing him in the position invoked, the originals of which I have had before me and which have been registered with the Inspección General de Justicia on October 30, 2013 under number 21638, Book 66, Volume of Stock Companies, certified copies of which are attached hereto; the minutes of Ordinary and Extraordinary Meeting of Shareholders No. 97, held on June 24, 2014, appearing on pages 145 to and including 149 of the respective book, authorizing this deed, and the relevant Attendance Sheet, which with the same date appears on page 5 of the respective book, the originals of which I have before me and the pertinent parts of which I proceed to transcribe herein: “MINUTES OF ORDINARY AND EXTRAORDINARY MEETING OF SHAREHOLDERS No. 97: In the City of Buenos Aires, on the 24^th day of the month of June, 2014, at 11:00 a.m., the shareholders of RAGHSA Sociedad Anónima appearing on Register of Attendance to General Meetings No. 3, page 5 and representing 100% of the voting shares, three per se and four represented by Mrs. Rosa Bustelo held a meeting at its registered office located at San Martín 344, 29^th Floor under the chair of the Chairman, Mr. Moisés Khafif. Dra. Haydee Laksam was present on behalf of the members of the Supervisory Committee. The representative of the Buenos Aires Stock Exchange was not present. Dr. Juan L. Canale was present on behalf of the Comisión Nacional de Valores (Securities Commission). The Chairman took the floor and motioned, if there were no objections, to have the meeting conducted by the director Héctor Emilio Salvo, as he is not a shareholder. Having the motion been submitted for consideration, there were no objections. The director Héctor Emilio Salvo called the meeting to order to consider the following agenda: (1) Appointment of two shareholders to sign the minutes ... (3) Ratification of the resolutions of the general extraordinary meeting of August 21, 2013 in connection with the amendment of the By-laws; (4) Ratification of the resolutions of the general extraordinary meeting of

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August 21, 2013 in connection with the merger of RAGHSA Sociedad Anónima and BA Development S.A.; (5) Consideration of the amendment of section four of the Corporate By-laws ... The first item of the agenda was submitted for consideration; (1) Appointment of two shareholders to sign the minutes. Mr. Moisés Khafif took the floor and motioned to have Mrs. Gloria Btesh de Khafif and himself sign the minutes, together with the director Héctor Emilio Salvo. The motion was unanimously carried ... The third and fourth item of the agenda were submitted for consideration: (3) Ratification of the resolutions of the general extraordinary meeting of August 21, 2013 in connection with the amendment of the By-laws; (4) Ratification of the resolutions of the general extraordinary meeting of August 21, 2013 in connection with the merger of RAGHSA Sociedad Anónima and BA Development S.A. The director Héctor Emilio Salvo took the floor and motioned to ratify the resolutions of the general extraordinary meeting of August 21, 2013 in connection with the amendment of the By-laws, as well as the resolutions of the general extraordinary meeting of August 21, 2013 in connection with the merger of RAGHSA Sociedad Anónima and BA Development S.A. The motion was unanimously carried. Then, the fifth item of the agenda was submitted for consideration: (5) Consideration of the amendment of section four of the Corporate By-laws. The director Héctor Emilio Salvo took the floor and stated that as the attendees were aware, the Company is analyzing the possibility to invest in businesses beyond the real estate sector. At present, in particular, it is analyzing the hydrocarbon industry. Accordingly, and in order to consider potential investment opportunities, he deemed appropriate to incorporate to the corporate purpose the development of hydrocarbon investment and exploitation activities. The proposed amendment to the By-laws is as follows: Current text: “SECTION FOUR: PURPOSE: The purpose of the Company will be to engage, directly or through third parties, or in association with third parties, in the following activities in the country or abroad: (I) Real-estate transactions: by means of the purchase, sale, barter, acquisition, development and/or transfer in any manner, of real property fit for any use, whether urban or rural, within or outside the Republic of Argentina and/or by means of the organization, acquisition and/or transfer of the companies

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holding such real property, being able to make developments, subdivisions, urbanizations and/or sell real property, all under any nominate or innominate legal modality, including sale and purchase, lease, leasing, trust, concession, accommodation contract, garage contract, assignment, contracts whereby in rem and/or personal and/or credit rights of any kind are created and/or transmitted over real property of its own and/or of third parties, urban or rural, within or outside the Republic of Argentina, for the purposes and/or uses which, subject to the laws in force, are deemed advisable such as, by way of example, housing units, commercial and/or professional offices, commercial premises and/or malls, at any scale, exploitation of hotels, apart-hotels, inns, timeshares, shopping centers, malls, department stores, garages, parking areas, parking lots, land subdivisions, country clubs, gated communities, private cemeteries, sports, recreation, touristic and/or entertainment centers, etc.; (II) Construction: build, recycle, refurbish, repair, execute, develop, etc. real property, of its own or of third parties, public or private, for any use and, where applicable, pursuant to applicable rules; build, execute, carry out, exploit and/or administer public works, utilities and/or public properties, whether as concessionaire, licensee or under any other legal form or modality, whatever the use thereof; participate in concessions and/or licenses of works and/or services and/or property and/or public properties and acquire interests in investment companies having interests in licensee or concessionaire companies; (III) Administration: administer all kind of real or personal property, funds, chattel or real estate mortgage credit portfolios, assets of any nature, whether of its own or of third parties, administer buildings, parking spaces, garages and parting lots, perform mandates and/or administration procedures, act as trustee, etc. (IV) Finance real estate developments, projects, works or transactions; grant credits to finance real estate developments, projects or works of third parties, public or private, or for the acquisition of new or used real property, whatever the use thereof; contribute capital or technology or knowledge for the above purposes, with the relevant guarantees and/or securities that may correspond; all in accordance with applicable rules and regulations and provided they are not transactions reserved to the entities covered by the Financial Entities Law of the Republic of Argentina; (V) Representation:

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accept or exercise representations, mandates, commissions, agencies, consignments and/or business management activities; (VI) All kind of securities transactions: purchase, sell, barter, lease or any other authorized transaction with shares, notes, private or government bonds, participation certificates or shares representing any kind of assets, any kind of public or private securities, national or foreign, personal property and livestock of any kind, intellectual property rights, patents, trademarks, industrial property rights, designs, energy and, in general any other personal property and/or right and the exploitation thereof. For the better performance of its corporate purpose, the Company shall have full legal capacity to acquire rights, undertake obligations and perform all legal acts relating to its purpose and not expressly forbidden by law of by these By-laws.” New text: “SECTION FOUR: PURPOSE: The purpose of the Company will be to engage, directly or through third parties, or in association with third parties, in the following activities in the country or abroad: (I) Real-estate transactions: by means of the purchase, sale, barter, acquisition, development and/or transfer in any manner, of real property fit for any use, whether urban or rural, within or outside the Republic of Argentina and/or by means of the organization, acquisition and/or transfer of the companies holding such real property, being able to make developments, subdivisions, urbanizations and/or sell real property, all under any nominate or innominate legal modality, including sale and purchase, lease, leasing, trust, concession, accommodation contract, garage contract, assignment, contracts whereby in rem and/or personal and/or credit rights of any kind are created and/or transmitted over real property of its own and/or of third parties, urban or rural, within or outside the Republic of Argentina, for the purposes and/or uses which, subject to the laws in force, are deemed advisable such as, by way of example, housing units, commercial and/or professional offices, commercial premises and/or malls, at any scale, exploitation of hotels, apart-hotels, inns, timeshares, shopping centers, malls, department stores, garages, parking areas, parking lots, land subdivisions, country clubs, gated communities, private cemeteries, sports, recreation, touristic and/or entertainment centers, etc.; (II) Construction: build, recycle, refurbish, repair, execute, develop, etc. real property, of its own or of third parties, public or private, for any use and, where applicable,

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pursuant to applicable rules; build, execute, carry out, exploit and/or administer public works, utilities and/or public properties, whether as concessionaire, licensee or under any other legal form or modality, whatever the use thereof; participate in concessions and/or licenses of works and/or services and/or property and/or public properties and acquire interests in investment companies having interests in licensee or concessionaire companies; (III) Administration: administer all kind of real or personal property, funds, chattel or real estate mortgage credit portfolios, assets of any nature, whether of its own or of third parties, administer buildings, parking spaces, garages and parting lots, perform mandates and/or administration procedures, act as trustee, etc. (IV) Finance real estate developments, projects, works or transactions; grant credits to finance real estate developments, projects or works of third parties, public or private, or for the acquisition of new or used real property, whatever the use thereof; contribute capital or technology or knowledge for the above purposes, with the relevant guarantees and/or securities that may correspond; all in accordance with applicable rules and regulations and provided they are not transactions reserved to the entities covered by the Financial Entities Law of the Republic of Argentina; (V) Representation: accept or exercise representations, mandates, commissions, agencies, consignments and/or business management activities; (VI) All kind of securities transactions: purchase, sell, barter, lease or any other authorized transaction with shares, notes, private or government bonds, participation certificates or shares representing any kind of assets, any kind of public or private securities, national or foreign, personal property and livestock of any kind, intellectual property rights, patents, trademarks, industrial property rights, designs, energy and, in general any other personal property and/or right and the exploitation thereof; (VII) Investments: to engage in investment activities in connection with developments and companies of any nature, directly or on behalf of third parties or in association with third parties, within or outside the Republic of Argentina, according to the limits fixed by the laws and regulations in force and subject thereto; hold shares in companies existing or to be created in the Republic of Argentina or abroad, participate in joint ventures, collaborative associations, consortiums and enter into management agreements; (VIII)

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Hydrocarbons: study, explore, prospect, detect and drill hydrocarbon or other wells; purchase, sell, lease and exploit drilling equipment, its parts and accessories; elaborate, process, refine, industrialize, store, purchase, sell, barter, import, export and transport hydrocarbons and their by-products, of its own or of third parties, whether liquid, solid or gaseous, and enter into all kind of works and/or services contracts relating to the above activities. For the better performance of its corporate purpose, the Company shall have full legal capacity to acquire rights, undertake obligations and perform all legal acts relating to its purpose and not expressly forbidden by law of by these By-laws.” After a long discussion, the shareholders unanimously carried the motion, authorizing the Chairman of the Board of Directors to execute the corresponding deed ... There being no further business to transact, the meeting was adjourned at 11:35 a.m. There are four illegible signatures.” “GENERAL ORDINARY AND EXTRAORDINARY MEETING of June 24, 2014. Order number. Year 2014. Day. Month, SHAREHOLDER. Full name. Identity document. Address. REPRESENTATIVE. Full name. Identity document. Address. NUMBER OF SHARES OR CERTIFICATES. NUMBER ON THE CERTIFICATES. CAPITAL STOCK $. NUMBER OF VOTES. SIGNATURES. 1.24.06. Moisés Khafif. Enrollment Booklet 5,090,713. Legal Domicile: Demaría 4550, City of Buenos Aires. Per se. 222,577,280. 222,577,280. 222,577,280. There is an illegible signature. 2.24.06. Gloria Btesh de Khafif. Civic Booklet 5,488,494. Legal Domicile: Demaría 4550, City of Buenos Aires. Per se. 1,322,720. 1,322,720. 1,322,720. There is an illegible signature. 3.24.06. Isaac R. Khafif Trust Agreement. Trustee: Isaac Khafif 456891116 IRS. Legal Domicile: 950 Third Avenue, NY 10022. Rosa Bustelo. National Identity Document 6.664.297. Miranda 3817, City of Buenos Aires. 37,450,000. 37,450,000. 37,450,000. There is an illegible signature. 4.24.06. Helena Khafif. National Identity Document 22,432,691. Legal Domicile: Av. Figueroa Alcorta 3535, City of Buenos Aires. Per se. 37,300,000. 37,300,000. 37,300,000. There is an illegible signature. 5.24.06. GMM Trust. Trustee: Isaac Dabah, 260795274 IRS. Legal domicile: 1450 Broadway, NY 10018. Rosa Bustelo. National Identity Document 6.664.297. Miranda 3817, City of Buenos Aires. 23,407,032. 23,407,032. 23,407,032. There is an illegible signature. 6.24.06. Ivette

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K. Dabah Trust Agreement. Trustee: Isaac Dabah, 456891093 IRS. Legal domicile: 1450 Broadway, NY 10018. Rosa Bustelo. National Identity Document 6.664.297. Miranda 3817, City of Buenos Aires. 13,892,968. 13,892,968. 13,892,968 There is an illegible signature. 7.24.06. Edgardo Khafif Trust Agreement. Trustee: Edgardo Khafif, 4568911130 IRS. Legal domicile: 950 Third Avenue, NY 10022. Rosa Bustelo. National Identity Document 6.664.297. Miranda 3817, City of Buenos Aires. 37,390,000. 37,390,000. 37,390,000. There is an illegible signature. Total: 373,340. 373.340.000. 373.340.000. In the City of Buenos Aires, on the 17^th day of the month of [blank], 2014, at 2:00 p.m., this Register is closed, having received the communication from the shareholders representing 100% of the capital stock. There is an illegible signature. In the City of Buenos Aires, on the 24^th day of the month of June, 2014, at 11:00 a.m., the General Ordinary and Extraordinary Meeting is called to order with the presence of three shareholders per se and four by proxy, who hold 100% of the outstanding shares. Total votes present: 373,340,000, representing 100% of votes. There is an illegible signature.” THE ABOVE IS A TRUE COPY, I attest. And after having the appearing party assured that the representation invoked is in force, without any modification he DECLARES: THAT THE TEXT OF SECTION FOUR IS AMENDED, which shall read as follows: “SECTION FOUR: PURPOSE: The purpose of the Company will be to engage, directly or through third parties, or in association with third parties, in the following activities in the country or abroad: (I) Real-estate transactions: by means of the purchase, sale, barter, acquisition, development and/or transfer in any manner, of real property fit for any use, whether urban or rural, within or outside the Republic of Argentina and/or by means of the organization, acquisition and/or transfer of the companies holding such real property, being able to make developments, subdivisions, urbanizations and/or sell real property, all under any nominate or innominate legal modality, including sale and purchase, lease, leasing, trust, concession, accommodation contract, garage contract, assignment, contracts whereby in rem and/or personal and/or credit rights of any kind are created and/or transmitted over real property of its own and/or of third parties, urban or rural, within or outside the Republic of Argentina, for the purposes and/or uses which, subject to the laws in

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force, are deemed advisable such as, by way of example, housing units, commercial and/or professional offices, commercial premises and/or malls, at any scale, exploitation of hotels, apart-hotels, inns, timeshares, shopping centers, malls, department stores, garages, parking areas, parking lots, land subdivisions, country clubs, gated communities, private cemeteries, sports, recreation, touristic and/or entertainment centers, etc.; (II) Construction: build, recycle, refurbish, repair, execute, develop, etc. real property, of its own or of third parties, public or private, for any use and, where applicable, pursuant to applicable rules; build, execute, carry out, exploit and/or administer public works, utilities and/or public properties, whether as concessionaire, licensee or under any other legal form or modality, whatever the use thereof; participate in concessions and/or licenses of works and/or services and/or property and/or public properties and acquire interests in investment companies having interests in licensee or concessionaire companies; (III) Administration: administer all kind of real or personal property, funds, chattel or real estate mortgage credit portfolios, assets of any nature, whether of its own or of third parties, administer buildings, parking spaces, garages and parting lots, perform mandates and/or administration procedures, act as trustee, etc. (IV) Finance real estate developments, projects, works or transactions; grant credits to finance real estate developments, projects or works of third parties, public or private, or for the acquisition of new or used real property, whatever the use thereof; contribute capital or technology or knowledge for the above purposes, with the relevant guarantees and/or securities that may correspond; all in accordance with applicable rules and regulations and provided they are not transactions reserved to the entities covered by the Financial Entities Law of the Republic of Argentina; (V) Representation: accept or exercise representations, mandates, commissions, agencies, consignments and/or business management activities; (VI) All kind of securities transactions: purchase, sell, barter, lease or any other authorized transaction with shares, notes, private or government bonds, participation certificates or shares representing any kind of assets, any kind of public or private securities, national or foreign, personal property and livestock of any kind, intellectual property rights, patents, trademarks, industrial property rights, designs, energy and, in general any other personal

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property and/or right and the exploitation thereof; (VII) Investments: to engage in investment activities in connection with developments and companies of any nature, directly or on behalf of third parties or in association with third parties, within or outside the Republic of Argentina, according to the limits fixed by the laws and regulations in force and subject thereto; hold shares in companies existing or to be created in the Republic of Argentina or abroad, participate in joint ventures, collaborative associations, consortiums and enter into management agreements; (VIII) Hydrocarbons: study, explore, prospect, detect and drill hydrocarbon or other wells; purchase, sell, lease and exploit drilling equipment, its parts and accessories; elaborate, process, refine, industrialize, store, purchase, sell, barter, import, export and transport hydrocarbons and their by-products, of its own or of third parties, whether liquid, solid or gaseous, and enter into all kind of works and/or services contracts relating to the above activities. For the better performance of its corporate purpose, the Company shall have full legal capacity to acquire rights, undertake obligations and perform all legal acts relating to its purpose and not expressly forbidden by law of by these By-laws.” Finally, the appearing party requests the authorizing notary public to issue a copy hereof, for the relevant purposes. AS AUTHORIZING NOTARY PUBLIC I CERTIFY that the company’s books that were mentioned in the body hereof have been officially sealed by the Inspección General de Justicia under the numbers and on the dates specified below: (i) Book of Minutes of Shareholders’ Meetings No. 2: No. 69817-99 on September 1, 1999; (ii) Share Deposit and Meeting Attendance Book No. 3: No. 72605-12 on October 23, 2012; (iii) Book of Minutes of Board of Directors’ Meetings No. 3, on September 1, 1999. Having this deed been read to the appearing party, he ratifies its contents and signs it before me, I attest. SIGNED: M. KHAFIF. Before me, A. Hueyo. There is a seal which reads: Dr. Alberto H. HUEYO, Notary Public. IT IS CONSISTENT with the original deed, entered on page 347 of Notarial Registry number 190 of this City, under my charge. For the company RAGHSA SOCIEDAD ANÓNIMA, I issue this FIRST COPY on eleven sheets of notarial paper numbered from 017757425 to 017757435 Series N, onto which I set my hand and seal at the place and on the date of its execution.

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[There is a signature and a seal which reads:] Dr. Alberto H. Hueyo – Notary Public.

In the original deed there is a marginal note which reads as follows: As AUTHORIZING NOTARY PUBLIC, and having the documentation so evidencing before me, I HEREBY CERTIFY that the name of the Company appearing in this deed is RAGHSA SOCIEDAD ANÓNIMA and not RAHGSA SOCIEDAD ANÓNIMA, as mistakenly stated in the body of the deed. A. Hueyo. There is a seal which reads: Dr. Alberto H. Hueyo, Notary Public.

[There is a signature and a seal which reads:] Dr. Alberto H. Hueyo – Notary Public

15

Ministry of Justice and Human Rights

Inspección General de Justicia (Public Registry of Commerce)

Page: 1

Corporation

Corporate Name:

RAGHSA

(before): [in blank]

Formality Number: 7211965

Formality Code and Description:

01076 – Modification of corporate purpose

01370 – Amendment of By-laws

Deed(s) and/or private instrument(s): 97

Registered with this Registry under number: 17587 of Book: 70, Volume: — of: Stock Companies

C.C: 1

Buenos Aires, September 12, 2014

[There is a signature and a seal which reads:] Dr. Maximiliano Dondero – Head of Registration Department – Inspección General de Justicia

16

Inspección General de Justicia

Public Registry of Commerce

B 5710

Share Deposit and Meeting Attendance Book No. 2

Belonging to: RAGHSA CONSTRUCCIONES S.A.

Address: Corrientes 447, 5^th Floor

Has: 494

Remarks: [In blank]

Buenos Aires, March 8, 1994

[There is a signature and a seal which reads:] Alejandra M. [Illegible] – Coordinator of the Book Intervention and Sealing Division

1

Certification No. 69833-99

Belonging to: RAGHSA SOCIEDAD ANÓNIMA

Address: Avda. Corrientes 447, 5^th Floor

Book: Share Deposit and Meeting Attendance Book No. 2

Which has: 49 pages                            Book: 0050608

Remarks: This book has been transferred from the company RAGHSA CONSTRUCCIONES SOCIEDAD ANÓNIMA, officially sealed under number B-5710 on 03/08/1994.

On the date hereof we proceed to officially seal this book with the intervention of a notary public qualified to act in Notarial Registry No. 190 of the City of Buenos Aires.

Buenos Aires, September 1, 1999

[There is a signature and a seal which reads:] Josefina Vivot – Notary Public – License 4311

2

GENERAL ORDINARY MEETING

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In the City of Buenos Aires, on the 16^th day of the month of November, 2012 this Register is closed, having received the communication from the shareholders representing 100% of the capital stock.

There is a signature

In the City of Buenos Aires, on the 22^nd day of the month of November, 2012, at 11:00 a.m. the General Ordinary Meeting is called to order with the presence of three shareholders per se and four shareholders by proxy, who represent 100% of the capital stock. Total shares present: 373,240,000, representing 100% of the outstanding shares. Total votes present: 373,240,000, representing 100% of votes.

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CERTIFICATION OF REPRODUCTIONS

V000347800

In my capacity as Notary Public, holder of Notarial Registry No. 190 od the City of Buenos Aires, Republic of Argentina, I hereby CERTIFY that the attached document is a TRUE COPY of the original MINUTES OF GENERAL ORDINARY MEETING of “RAGHSA SOCIEDAD ANÓNIMA” held on November 22, 2012 appearing on page 48 of the Share Deposit and Meeting Attendance Book number 2 (two) of such company, which was officially sealed by the Inspección General de Justicia – Notaries’ Association of the City of Buenos Aires under number 69833-99, on September 1, 1999, which Minutes I have before me, I attest. TO BE PRESENTED to any authority so requiring it, I issue this certificate in the City of Buenos Aires, Capital City of the Republic of Argentina, on the 20^th day of December of the year 2012.

[There is a signature and a seal which reads:] Dr. Alberto H. Hueyo - Notary Public

5

Ministry of Justice and Human Rights

Inspección General de Justicia (Public Registry of Commerce)

Page: 1

IGJ Correlative Number: 242572                Tax Identification Number: [in blank]

Corporation

Corporate Name:

RAGHSA

(before): [in blank]

Formality Number: 7129858

Formality Code and Description:

00430 – Capital Increase – Ordinary Formality

Deed(s) and/or private instrument(s): 20/12/12

Registered with this Registry under number: 2420 of Book: 67, Volume: — of: Stock Companies

C.C: 1

Buenos Aires, February 10, 2014

[There is a signature and a seal which reads:] Dr. Maximiliano Dondero – Head of Registration Department – Inspección General de Justicia

6

MINUTES OF EXTRAORDINARY MEETING OF SHAREHOLDERS No. 93: In the City of Buenos Aires, on the 22^nd day of the month of November, 2012, at 11:45 a.m., the shareholders of RAGHSA SOCIEDAD ANÓNIMA appearing on Register of Attendance to General Meetings No. 2, page 49 and representing 100% of the voting shares, three per se and four by proxy held a meeting at its registered office located at San Martín 344, 29^th Floor, City of Buenos Aires, under the chair of the Chairman, Mr. Moisés Khafif. Dra. Haydee Laksam was present on behalf of the members of the Supervisory Committee. The representatives of the Buenos Aires Stock Exchange and the Comisión Nacional de Valores (Securities Commission) were not present. The Chairman called the meeting to order to consider the following agenda: “(1) Appointment of two shareholders to sign the minutes; (2) Consideration of the capitalization of the irrevocable contributions made by the shareholder Moisés Khafif; (3) Issue of the certificates representing the capital stock and registration thereof.”

The first item of the agenda was submitted for consideration; “(1) Appointment of two shareholders to sign the minutes”. Mr. Moisés Khafif took the floor and motioned to have Mrs. Gloria Btesh de Khafif and himself sign the minutes. The motion was unanimously carried.

The second item of the agenda was submitted for consideration: “(2) Consideration of the capitalization of the irrevocable contributions made by the shareholder Moisés Khafif”. Dr. Héctor Emilio Salvo explained the need to capitalize the irrevocable contributions made by the shareholder Moisés Khafif, which were accepted by means of minutes of the board of directors of November 6, 2012 and which amount to a total of two million three hundred eighty five thousand pesos ($2,385,000). After discussion, it was unanimously resolved to approve the capital increase from $373,240,000 to $373,340,000 by means of a contribution of $100,000, to be paid by means of the CAPITALIZATION of the contributions made by the shareholder Moisés Khafif, issuing 100,000 non-endorsable registered ordinary shares of a single class, of one peso nominal amount each and entitled to one vote per share, with an issue premium of $22.85 per share. Such shares have been fully paid. Therefore, the shareholder Moisés Khafif subscribed 100,000 non-endorsable registered ordinary shares of a single class, of one peso nominal amount each and entitled to one vote per share. The Chairman stated that after such capitalization, shareholdings would be changed. This situation calls for the other shareholders to waive their pre-emptive rights. All shareholders present expressly waived their pre-emptive rights. The table below shows shareholdings before and after the capital increase:

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The third item of the agenda was submitted for consideration: “(3) Issue of the certificates representing the capital stock and registration thereof.” It was unanimously resolved to delegate in the Board of Directors the tasks relating to the issue of the certificates representing the shares and the registration of the above approved capital increase.

Finally, it was also unanimously resolved to authorize Dra. Yanina Leticia Odriozola to make the relevant statutory publications.

There being no further business to transact, the meeting was adjourned at 12.15 p.m.

[There is a signature]

Dra. Haydee E. Laksman

Copy certified on sheet of notarial paper No. V000347796. Buenos Aires, December 20, 2012.

[There is a signature and a seal which reads:] Dr. Alberto H. Hueyo – Notary Public

8

CERTIFICATION OF REPRODUCTIONS

V000347795

In my capacity as Notary Public, holder of Notarial Registry No. 190 od the City of Buenos Aires, Republic of Argentina, I hereby CERTIFY that the attached document is a TRUE COPY of the original MINUTES OF EXTRAORDINARY MEETING No. 93 of “RAGHSA SOCIEDAD ANÓNIMA” held on November 22, 2012 appearing on pages 129 and 130 of Book of Minutes of Meeting number 2 (two) of such company, which was officially sealed by the Inspección General de Justicia – Notaries’ Association of the City of Buenos Aires under number 69817-99, on September 1, 1999, which Minutes I have before me, I attest. TO BE PRESENTED to any authority so requiring it, I issue this certificate in the City of Buenos Aires, Capital City of the Republic of Argentina, on the 20^th day of December of the year 2012.

[There is a signature and a seal which reads:] Dr. Alberto H. Hueyo - Notary Public

9

CERTIFICATION OF REPRODUCTIONS

V000347796

In my capacity as Notary Public, holder of Notarial Registry No. 190 od the City of Buenos Aires, Republic of Argentina, I hereby CERTIFY that the attached document is a TRUE COPY of the original MINUTES OF EXTRAORDINARY MEETING No. 93 of “RAGHSA SOCIEDAD ANÓNIMA” held on November 22, 2012 appearing on pages 129 and 130 of Book of Minutes of Meeting number 2 (two) of such company, which was officially sealed by the Inspección General de Justicia – Notaries’ Association of the City of Buenos Aires under number 69817-99, on September 1, 1999, which Minutes I have before me, I attest. TO BE PRESENTED to any authority so requiring it, I issue this certificate in the City of Buenos Aires, Capital City of the Republic of Argentina, on the 20^th day of December of the year 2012.

[There is a signature and a seal which reads:] Dr. Alberto H. Hueyo - Notary Public

10

Ministry of Justice and Human Rights

Inspección General de Justicia (Public Registry of Commerce)

Page: 1

IGJ Correlative Number: 242572                            Tax Identification Number: [in blank]

Corporation

Corporate Name:

RAGHSA

(before): [in blank]

Formality Number: 180000

Formality Code and Description:

02502 – SUPPLEMENTARY REGISTRATION

Deed(s) and/or private instrument(s): 20/12/12

Registered with this Registry under number: 5528 of Book: 68, Volume: — of: Stock Companies

C.C: 1

Buenos Aires, March 31, 2014

[There is a signature and a seal which reads:] Dr. Maximiliano Dondero – Head of Registration Department – Inspección General de Justicia

11

Exhibit T3C

RAGHSA S.A.,

as Issuer,

The Bank of New York Mellon,

as Trustee, Co-Registrar,

Principal Paying Agent and Transfer Agent,

and

Banco de Valores S.A.

as Representative of the Trustee in Argentina

INDENTURE

Dated as [●], 2020

[●]% Notes Due 2027

Table of Contents

i

Table of Contents

(Continued)

ii

Table of Contents

(Continued)

iii

Table of Contents

(Continued)

iv

Table of Contents

(Continued)

v

THIS INDENTURE, dated as of [•], 2020 (this “Indenture”), among Raghsa S.A., a sociedad anónima organized under the laws of the Republic of Argentina (“Argentina”) (the “Company” or “Issuer”), The Bank of New York Mellon, a New York banking corporation, as trustee (in such capacity, the “Trustee”), co-registrar (in such capacity, the “Co-Registrar”), principal paying agent (in such capacity, the “Principal Paying Agent”, and together with any other paying agents appointed by the Company in their respective capacities as such, the “Paying Agents”) and transfer agent (in such capacity, a “Transfer Agent”, and together with any other transfer agents appointed by the Company in their respective capacities as such, the “Transfer Agents”), and Banco de Valores S.A., a bank duly incorporated and existing under the laws of Argentina, as representative of the Trustee in Argentina (the “Representative of the Trustee in Argentina”).

W I T N E S S E T H :

WHEREAS, the Company is an Argentine corporation (sociedad anónima) incorporated in Argentina, having its principal offices at San Martín 344, Piso 29, C1004AAH, City of Buenos Aires, Argentina, and registered with the Public Registry of Commerce under number 2335, Book 68, Volume A of “Estatutos de Sociedades Anónimas Nacionales” on June 23, 1969, for a duration that expires on February 28, 2100.

WHEREAS, the Company is a real estate development company mainly engaged in acquiring land, overseeing design, planning and the construction of our properties, managing properties, leasing premium office and commercial property to local and international corporate clients and selling high-end residential units and office and commercial property; and its capital stock as of November 30, 2019 was Ps. 373,340,000 and its net worth as of November 30, 2019, was Ps. 24,515.3 millions.

WHEREAS, the Company initially authorized, by resolution of its shareholders at a meeting held on August 18, 2010 and resolution of its Board of Directors at a meeting held on August 23, 2010, its Global Note Program (the “Program”) for the issuance from time to time of up to an aggregate principal amount outstanding at any one time of U.S.$ 250,000,000 (or its equivalent in other currencies) in one or more series as may be determined by the Company from time to time;

WHEREAS, the Program was authorized by the Argentine Comisión Nacional de Valores (the “CNV”) by Resolutions No. 16,441 dated October 29, 2010 and the extension of the term of the Program and Resolution No. 17.979 dated February 25, 2016;

WHEREAS, the Company subsequently authorized, by resolution of its shareholders at a meeting held on May 6, 2015 and February 10, 2020 and resolutions of its Board of Directors at meetings held on December 15, 2016 and February 10, 2020 the update of the Program;

WHEREAS, the Company has duly authorized, by resolution of its Board of Directors at meetings held on [●], 2020 and a resolution by certain authorized officers dated [●], 2020, the issue of up to U.S.$[●] aggregate principal amount of [●]% Notes due 2027 (the “Initial Notes”);

WHEREAS, the Company has issued (i) on February 16, 2011, 8.5% Notes due 2017 for an aggregate principal amount of U.S.$100,000,000; (ii) on July 10, 2015, 8.50% Notes due 2021 for an aggregate principal amount of U.S.$100,000,000; and (iii) on March 21, 2017 and March 30, 2017, 7.25% Notes due 2024 for an aggregate principal amount of U.S.$119,729,840.

WHEREAS, the Company may issue, without notice to or consent from Holders of the Notes, additional Notes having identical terms and conditions as the Initial Notes (i.e. new Notes which are fungible with the Notes), other than the issue date and the issue price (the “Additional Notes” and, together with the Initial Notes, the “Notes”);

WHEREAS, the Notes were authorized by the CNV Gerencia de Emisoras on [●], 2020;

WHEREAS, the Notes will qualify as “obligaciones negociables” under Argentine Law No. 23,576, as amended, including without limitation, by Argentine Productive Financing Law No. 27,440, and as further amended and supplemented fromtime to time (the “Negotiable Obligations Law”);

WHEREAS, one of the corporate purposes of the Company is to engage, directly and indirectly through joint ventures or third parties, in a range of diversified real estate activities;

WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide, among other things, for the authentication, delivery and administration of Notes issued on and after the date hereof;

WHEREAS, the Trustee has agreed to act as Trustee under this Indenture on the following terms and conditions; and

WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done.

NOW, THEREFORE, in consideration of the premises and the purchases of the Notes by the Holders (as defined below) thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the Holders from time to time of the Notes as follows:

ARTICLE I

General

Section 1.1.     Definitions

The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires) for all purposes of this Indenture shall have the respective meanings specified in this Section. References to the schedules and exhibits shall be construed to refer to

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the schedules and exhibits to this Indenture. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular. All other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein. The term “will” shall be construed to have the same meaning and effect as the word “shall”.

“3(a)(9) Global Note” has the meaning set forth in Section 2.1(b) of Appendix A to this Indenture.

“Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary or at the time it merges or consolidates with the Company or any of its Restricted Subsidiaries or is assumed in connection with the acquisition of assets from such Person. Such Indebtedness will be deemed to have been Incurred at the time such Person becomes a Restricted Subsidiary or at the time it merges or consolidates with the Company or a Restricted Subsidiary or at the time such Indebtedness is assumed in connection with the acquisition of assets from such Person.

“Additional Amounts” has the meaning set forth in Section 3.3.

“Additional Notes” has the meaning set forth in the fifth recital herein.

“Adjusted Consolidated Net Income” means, for any period, the net income (loss) of the Company and its Restricted Subsidiaries determined on a consolidated basis in accordance with IFRS; provided, however, that there will not be included in such Adjusted Consolidated Net Income on an after-tax basis:

3

“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For

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purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. For the purposes of Section 3.19, beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control.

“Affiliate Transaction” has the meaning set forth in Section 3.19.

“Agent” or “Agents” are the Co-Registrar, the Transfer Agents and the Paying Agents (collectively, the “Agents” and individually, an “Agent”).

“Argentina” means the Republic of Argentina.

“Argentine Capital Markets Law” has the meaning set forth in Section 3.5.

“Argentine Companies Law” means Argentine Law No. 19,550, as amended (Ley de Sociedades Comerciales).

“Argentine Taxes” has the meaning set forth in Section 3.3.

“Asset Acquisition” means:

“Asset Sale” means any direct or indirect sale, disposition, issuance, conveyance, transfer, lease, assignment or other transfer, including a Sale and Leaseback Transaction (each, a “disposition”), in a single disposition or a series of related dispositions, by the Company or any Restricted Subsidiary of:

Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

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“Asset Sale Offer” has the meaning set forth in Section 3.14.

“Asset Sale Offer Amount” has the meaning set forth in Section 3.14.

“Asset Sale Offer Payment Date” has the meaning set forth in Section 3.14.

“Asset Sale Transaction” means any Asset Sale and, whether or not constituting an Asset Sale, (1) any sale or other disposition of Capital Stock, (2) any Designation with respect to an Unrestricted Subsidiary and (3) any sale or other disposition of property or assets excluded from the definition of Asset Sale by clause (2) of that definition.

“Authentication Order” has the meaning set forth in Section 2.2.

“Authorized Person” means (i) in the case of the execution of any Note on behalf of the Company, a member of the Board of Directors and a member of the Supervisory Committee, and (ii) in the case of any other action to be taken by or on behalf of the Company pursuant hereto, any officer of the Company duly authorized in writing to take actions under this Indenture on behalf of the Company and notified to the Trustee in writing.

“Bankruptcy Law” has the meaning set forth in Section 5.1.

“Board of Directors” means, as to any Person, the board of directors, management committee or similar governing body of such Person or any duly authorized committee thereof.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York City or the City of Buenos Aires are authorized or required by law, regulation or executive order to close.

“BYMA” means the Bolsas y Mercados Argentinos S.A. or the entity that in the future replaces it.

“Capital Stock” means:

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“Capitalized Lease Obligations” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under IFRS. For purposes of this definition, the amount of such obligations at any date will be the capitalized amount of such obligations at such date, determined in accordance with IFRS.

“Cash Equivalents” means:

8

“Change of Control” means (i) the Permitted Holders cease to be the beneficial owner (as defined below), directly or indirectly, in the aggregate of more than 50% of the total voting power of the Voting Stock of the Company; (ii) individuals appointed by the Permitted Holders cease for any reason to constitute a majority of the members of the Board of Directors of the Company; (iii) the sale, assignment, conveyance, transfer, lease (other than in the ordinary course of business) or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole to any Person other than a Permitted Holder; or (iv) the adoption by the stockholders of the Company of a plan or proposal for the liquidation or dissolution of the Company.

For purposes of this definition:

“Change of Control Offer” has the meaning set forth in Section 3.10

“Change of Control Payment” has the meaning set forth in Section 3.10.

“Change of Control Payment Date” has the meaning set forth in Section 3.10.

“Clearstream” means Clearstream Banking, société anonyme.

“CNV” has the meaning set forth in the second recital to this Indenture.

“CNV Rules” means the CNV rules and regulations approved by general resolution No. 622/2013 as amended.

9

“Commodity Agreement” means any commodity or raw material futures contract, commodity or raw materials option, or any other agreement designed to protect against or manage exposure to fluctuations in commodity or raw materials prices.

“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common equity interest, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.

“Company Order” means a written request or order signed in the name of the Company by the chairman of the Board of Directors or its chief executive officer or its deputy general manager and delivered to the Trustee.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes.

“Comparable Treasury Price” means, with respect to any redemption date (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if fewer than four such Reference Treasury Dealer Quotations are obtained, the average of all such quotations.

“Consolidated Adjusted EBITDA” means, with respect to any Person for any year or period, the Adjusted Consolidated Net Income of such Person for such year or period, increased or decreased (without duplication), as applicable, by the following items to the extent deducted or added in calculating such Adjusted Consolidated Net Income:

10

“Consolidated Interest Coverage Ratio” means, for any Person as of any date of determination, the ratio of the aggregate amount of Consolidated Adjusted EBITDA of such Person for the four most recent full fiscal quarters for which financial statements are available ending prior to the date of such determination (the “Four Quarter Period”) to Consolidated Interest Expense for such Person for such Four Quarter Period. For purposes of this definition, “Consolidated Adjusted EBITDA” and “Consolidated Interest Expense” will be calculated after giving effect on a pro forma basis as determined in good faith by the Company’s Board of Directors for the period of such calculation to:

Furthermore, in calculating “Consolidated Interest Expense” for purposes of determining the denominator (but not the numerator) of this “Consolidated Interest Coverage Ratio”,

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