Todo Sobre CEDEARs (en Inglés)

8/12/2019 Todo Sobre CEDEARs (en Ingls)

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Certificados de depsito

Argentinos (CEDEARs)

General Guide


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General Guide

Contents

SECTION 1

INTRODUCTION TO CEDEARS ..........................................................................................

Certif icados de Depsito Argentinos Defined .............................................................

The Origin of the CEDEAR .............................................................................................

Sponsored vs. Unsponsored CEDEARs .......................................................................

SECTION 2

CEDEAR CREATION AND FEATURES ..............................................................................

Partic ipants in the CEDEAR Market ..............................................................................

Responsibili ties of CEDEAR Market Partic ipants .......................................................

A. The Investor ........................................................................................................................

B. The Argentine Broker ..........................................................................................................

C. The Foreign Broker .............................................................................................................

D. The CEDEAR Issuer ...........................................................................................................

E. The Custodian ....................................................................................................................

F. The Clearing Agency in the Home Market of the Represented Shares...............................

G. The Clearing Agency in the CEDEAR Home Market ..........................................................

H. The Argentine Market Regulators: ......................................................................................

The Issuance and Cancellation Process ......................................................................

Trading CEDEARs in the Stock Market - The Sett lement Cycle .................................

Processing Corporate Actions ......................................................................................

A. Dividend Payment...............................................................................................................

B. Proxy Voting .......................................................................................................................

SECTION 3

CEDEAR BENEFITS ............................................................................................................

CEDEAR Benefits ............................................................................................................

Benefi ts to Brokers .........................................................................................................

Benefi ts to Investors .......................................................................................................

Transaction Costs ...........................................................................................................

SECTION 4

MARKETING ANALYSIS ......................................................................................................

Investor Targeted Universe ............................................................................................

Questions and Answers .................................................................................................

Glossary of Terms ...........................................................................................................

SECTION 5

EXHIBITS ..............................................................................................................................

Exhibit 1: CEDEARs Issuance Process .....................................................................

Exhibit 2: CEDEARs Cancellation Process ...............................................................

Exhibit 3: CEDEARs Dividend Payment ..................................................................

Exhibit 4: CEDEAR Group at Deutsche Bank ...............................................................


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Exhibi t 5: CNV Resolu tion N.291

Section 1

Introduction to CEDEARsCertificados de Depsito Argentinos

DefinedA Certificado de Depsito Argentinos ("CEDEAR") is a negotiable depositary receipt that represents

securities issued by a non-Argentine entity. CEDEARs are issued by an Argentine institution ("CEDEAR

Issuer") authorized by the Argentine regulators to issue and list CEDEARs in Argentina.

CEDEARs evidence and are issued against the deposit of a single kind and class of securities ("Represented

Shares") per program in a depository institution ("Depositary"), that holds in custody the underlying

Represented Shares ("Custodian"). Similarly, CEDEARs are cancelled in the Argentine market against therelease of the underlying securities held with a Depository in another jurisdiction.

CEDEARs entitle their holders to similar rights as have holders of the Represented Shares. CEDEARs are

freely transferable and may be issued in registered non-endorseable or book-entry form. Additionally, they

may be freely exchanged for the Represented Shares at any time.

CEDEARs are characterized for certain purposes as Argentine securities and are regulated as such under

Argentine laws.

CEDEARs are currently listed on and traded at the Buenos Aires Stock Exchange and cleared through Caja de

Valores ("CDV"). As discussed below, CEDEARs are issued at a set ratio to the Represented Shares.

CEDEARs may not be issued to or held by persons who are considered "United States persons" for

purposes of U.S. tax law. For a definition of "United States persons" please see the Glossary of Terms

at the end of this Guide and consult U.S. legal counsel if you have any questions. Nothing in this Guide

is to constitute legal or tax advice.

The Origin of the CEDEARThe CEDEAR was enabled by the General Resolution N. 291, promulgated in August, 1997, by the Comisin

Nacional de Valores ("CNV"). Resolution 291 was approved by the Argentine regulators with the objective

of:

stimulating and revitalizing the local market

encouraging investment portfolio diversification

facilitating, for the local investor community, direct access to foreign securities, and


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attracting foreign institutions to the Argentine capital market

Resolution 291 authorizes CEDEAR programs with the "sponsorship" of the issuers of the Represented

Shares "Sponsored Programs" or without such sponsorships "Unsponsored Programs".

Sponsored vs. Unsponsored CEDEARsCEDEAR programs that are established by or at the behest of the issuer of Represented Shares are called

"sponsored" and such issuer assumes the duties related thereto, including such matters as reporting to CNV,

CDV and the financial community in general. In Sponsored CEDEAR programs, the issuer of Represented

Shares appoints a CEDEAR Issuer in Argentina, which in turn engages a Depositary in the home market of

the issuer of Represented Shares to hold such Represented Shares in custody. The issuer of Represented

Shares and the CEDEAR Issuer enter into a CEDEAR Issue Agreement.

Unsponsored CEDEAR programs do not include an agreement with the issuer of Represented Shares, and

such issuer takes on no active responsibility for the CEDEARs. The CEDEAR Issuer is the de facto"sponsor" in an Unsponsored CEDEAR program, and therefore assumes all reporting responsibility.

In both the Sponsored and the Unsponsored CEDEAR programs, the CEDEAR Issuer must be an authorized

custodian, a commercial, or an investment bank or a financial institution licensed by the Central Bank of

Argentina.

Unsponsored CEDEAR programs may be "converted" to Sponsored form when the issuer of the Represented

Shares assumes responsibility for the program, enters into a CEDEAR Issue Agreement with the Issuer of

CEDEARs, and obtains proper approval of CNV.


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Section 2CEDEAR Creation and Features

Participants in the CEDEAR MarketSeveral market participants play important roles in the trading, issuance and cancellation of CEDEARs

The Investor

The Argentine Broker

The Foreign Broker

The CEDEAR Issuer

The Custodian ("Depositary" under Resolution 291)

A Clearing Agency in the home market of the issuer of Represented Shares, e.g., The

Depository Trust Company ("DTC") in the case of the U.S.

A Clearing Agency in the home market of the CEDEARs, e.g., CDV

The Argentine Market Regulators: Bolsa de Comercio de Buenos Aires (Buenos Aires

Stock Exchange) and CNV.

Responsibilities of CEDEAR Market

Participants

A. The Investor

The investor places an order to purchase or sell CEDEARs with an Argentine broker. CEDEARs can be

traded in any number of shares, but if the investor wishes to convert his CEDEARs to the Represented Shares,he must do so by accumulating such number of CEDEARs in multiples equal to the underlying Represented

Shares. In order to obtain accurate results, the investor must consider the ratios established for the programs

in use. For instance, where IBM has a ratio of 10 CEDEARS to 1 Represented Share, the investor must

accumulate 10 CEDEARs to 1 IBM Represented Share.

The potential investor in CEDEARs should thoroughly analyze the information stated in the respective

Prospectus approved by the CNV, as well as the information related to the economic, financial and market


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situation of the issuer of the Represented Shares.

B. The Argentine Broker

When the Argentine broker takes the [buy/purchase] order from the investor, he may settle the trade locally if

CEDEARs are trading in the secondary market, or alternatively cause CEDEARs to be "created" by placing

an order with a foreign broker who, in turn, purchases Represented Shares and deposits same with the

Custodian. To avoid problems in trade settlement, the Argentine broker must be certain the following takes

place:

Properly place trade orders with the Foreign Broker. Represented Shares must be

identified by the correct name, code number and quantity (e.g. IBM, CUSIP number

459200101, 100 shares).

Provide accurate information to the Foreign Broker for the proper clearance of the

Represented Shares. For example, where Represented Shares are issued by U.S. issuers,

securities are usually delivered to the Custodians account at DTC. Therefore, the

settlement instructions should include the participant number of the Custodian at DTC, theCUSIP Number and the quantity of the delivered Represented Shares.

(Note: Please refer to Exhibit 4 for related chart)

Creation of CEDEARs provide the Custodian with the necessary information for proper

delivery of CEDEARs in Argentina. Once CEDEARs are issued, the CEDEAR Issuer will

deliver the CEDEARs to the beneficial owner, in accordance with instructions received by

its Custodian. The following information will be essential: quantity of CEDEARs

(considering ratio, if applicable), Common Code number (e.g., the Common Code for IBM

is 8024), the participant number of the recipient at Caja de Valores, and the respective

sub-account for such program, if applicable.

Cancellation of CEDEARs provide the Custodian with the necessary information for

proper delivery of Represented Shares. When CEDEAR cancellation has to be performed,

the CEDEARs must be surrendered and delivered to the CEDEAR Issuer. The Argentine

broker is required to provide the Custodian with information about the addressee to whom

the Represented Shares are to be delivered upon their release from custody.


Remit payment of issuance and cancellation fees to the Custodian account at DTC when

the Represented Shares are received (CEDEAR issuance) or delivered (CEDEAR

cancellation).

(Note: Please refer to Exhibits 1/2 for related charts)

Observe the cut-off times specified in the settlement cycle stated herein.

(Note: Please refer to page 7 "Trading CEDEARs in the Stock Market The Settlement Cycle")


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C. The Foreign Broker

The Foreign Broker performs timely delivery of the Represented Shares to the Custodian.

This delivery is free of payment and must be executed in accordance with standard delivery

practices in the home country of the Represented Shares.

(Note: Please refer to page 7 "Trading CEDEARs the Stock Market The Settlement Cycle")

D. The CEDEAR Issuer

Issues and cancels CEDEARs

Coordinates the functions of the Custodian and, through the Custodian, the registrar and

paying agent employed by the issuer of Represented Shares

Maintains communications with CEDEAR investors and Argentine regulators

Complies with information reporting requirements established by Resolution 291

Monitors corporate actions with the aid of the Custodian

Coordinates dividend payments and proxy voting

E. The Custodian

Safekeeps the Represented Shares

Receives and delivers Represented Shares to support CEDEAR issuance and cancellation

activity

Provides timely and accurate income collection (including dividends), and corporate action

services

Represents the CEDEAR Issuer in delivering proxy material at meetings of shareholders of

Represented Shares

Prepares with the CEDEAR Issuer the information required by CNV, and other Argentine

regulators and market intermediaries

F. The Clearing Agency in the Home Market of the Represented Shares

Facilitates safekeeping of Represented Shares and settlement of Represented Shares

transactions

Maintains accounts for most brokerage firms and banks which are participants of the DTC

system

Debits or Credits accounts in connection with securities and cash settlement


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Transmits dividend payments

Performs tax withholding service

Conveys corporate action notices

G. The Clearing Agency in the CEDEAR Home Market

Caja de Valores ("CDV")

Performs the role of Registrar and Paying Agent

Registers CEDEARs and the transfers of CEDEARs

Maintains CEDEAR holders names, addresses and taxpayer identification numbers as

required by Argentine tax law

Calculates dividends and disburses dividend payments to CEDEAR holders

Provides statement account reports to CEDEAR holders

Provides certification of holdings

H. The Argentine Market Regulators:

Bolsa de Comercio (Buenos Aires Stock Exchange) and CNV

Establish the regulatory framework for CEDEAR programs

Monitor CEDEAR issuance and cancellation activity

Regulate CEDEAR trading at the Buenos Aires Stock Exchange

Verify and publish the corporate information reported by the CEDEAR Issuer at the

Buenos Aires Stock Exchange

Monitor the information related to the issuer of the Represented Shares

Receive the information filed by the CEDEAR Issuer in connection with applications for

new CEDEAR programs


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The Issuance and Cancellation ProcessThe issuance of CEDEARs takes place in direct response to market demand.

Below are the series of steps generally followed in the issuance of CEDEARs.

An investor places an order with an Argentine Broker to purchase a non-Argentine

companys shares.

The Argentine Broker determines that the securities are available in CEDEAR form. The

Argentine Broker may satisfy the trade in one of the following ways:

1. The Argentine Broker may deliver the securities (in CEDEAR form) from its own inventory.

2. CEDEARs may be available in the secondary market.

3. If the Argentine Broker determines that CEDEARs must be created, he will purchase the

Represented Shares from a Foreign Broker and direct delivery to the Custodian of Represented

Shares in the home market of the Issuer of such Represented Shares.


The CEDEAR Issuer issues and delivers the CEDEARs as instructed by the Argentine

Broker when the CEDEAR Issuer receives notification from its Custodian that the

corresponding Represented Shares have been deposited.

Trading CEDEARs in the Stock Market -

The Settlement CycleCEDEAR programs are created in order to satisfy cross-border market demand of investors trading on the

Buenos Aires Stock Exchange.

The settlement period for initial issuance or cancellation of CEDEARs is Trade Date + 3.

In a typical purchase transaction where CEDEARs need to be created, the settlement cycle

is as follows:


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On trade date

The investor delivers the CEDEARs purchase order to an Argentine broker.

Argentine broker places a purchase order for Represented Shares with a Foreign Broker,

and arranges payment.

Trades are executed in foreign and local markets.


On settlement date (T+3)

Argentine broker settles the payment with a Foreign Broker (foreign exchange transaction

is executed, if necessary).

Represented Shares are delivered free of payment to the Custodian in its home market.

e.g. U.S. shares are settled in New York through DTC.

When the Custodian receives the Represented Shares, it instructs the CEDEAR Issuer to

issue CEDEARs.

CEDEARs are issued and delivered to the Argentine broker. Issuance and settlement of

CEDEARs is conducted in Argentina through the CDV. The investor pays transaction

fees to the Argentine broker.


The CEDEARs may be presented to the CEDEAR Issuer for cancellation at the option of

the CEDEAR holder who may wish to sell the securities and collect the sale proceeds or

keep the Represented Shares and release the CEDEARs. In the latter case, the transaction

neither involves a trade nor the intervention of a broker. The CEDEAR holder is required

to surrender his CEDEARs to the CEDEAR Issuer account at CDV. The CEDEAR Issuer

must notify its Custodian to release the deposited Represented Shares and deliver them to a

broker party as instructed by the CEDEAR holder.

Where such cancellation is the result of a brokered trade, the CEDEAR Issuer receives and

cancels the CEDEARs and issues information to its Custodian to deliver the Represented

Shares to or upon the order of a U.S. broker. In such event, the U.S. broker would initiate a

trade with a local market broker who will purchase the underlying Represented Shares.

When the CEDEAR Issuer receives the CEDEARs, it cancels them from its books and the

Custodian is given instructions to release the deposited Represented Shares to or upon theorder of the local broker who will settle the transaction.

All CEDEARs issued, cancelled and delivered must conform to existing Argentine market

conventions. Consequently, cut-off times in the home market of the Represented Shares

have been established, in order to assure timely and safe settlement in Argentina.

For CEDEARs issued against U.S. Represented Shares the following cut-off times apply:


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CEDEAR ISSUANCE:

The Custodian must receive the Represented Shares in New York no later than 12:30 P.M. (New York time)

on settlement date in order for CEDEARs to be issued the same day. Represented Shares received after such

time will be processed on a "best efforts" basis. Delays in the deposit of the Represented Shares into the

Custodians account at DTC may cause a fail in the settlement of the corresponding CEDEARs in Argentina,

inasmuch as the CEDEAR certificates must be issued and delivered to the ultimate beneficial owners account

at CDV before the cash market closes in Argentina.

CEDEAR CANCELLATION:

CEDEARs must be received in Argentina by the CEDEAR Issuer before 3:00 P.M. (Bs. As. time) on

settlement date in order for Represented Shares to be released the same day. CEDEARs received after such

time will be processed on a "best efforts" basis.

Delays in the deposit of the CEDEARs in the CEDEAR Issuers account at CDV may cause a fail in settling

the corresponding Represented Share transaction, inasmuch as the Represented Shares must be released and

delivered to the ultimate beneficial owner account at DTC.

Processing Corporate Actions

A. Dividend Payment

CEDEARs carry the same rights as the Represented Shares to receive dividend payments. The CEDEAR

Issuer acts as a dividend disbursing agent for the issuer of Represented Shares. Working in coordination with

its Custodian, the CEDEAR Issuer receives dividends and distributes such dividends to the CEDEAR holders.

The CEDEAR Issuer also sets the dividend record and payment dates for the CEDEARs.

Below are the steps involved in cash dividend payments:

The issuer of the Represented Shares declares in its own market the record and payment

dates for the distribution of dividends on its shares.

The CEDEAR Issuer declares record date applicable to the CEDEARs. The CEDEAR

Issuer notifies the appropriate entities (Buenos Aires Stock Exchange, CNV and CDV) of

any dividend cumulative and ex-trading dates.

The CEDEAR Issuer declares the Argentine payment date.

The issuer of Represented Shares pays dividends in the local market in the local currency

to the holders of record, including the Custodian, which is the registered holder holding on

behalf of the CEDEAR Issuer.

The dividend funds are remitted to the CEDEAR Issuer in U.S. Dollars less taxes withheld


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at source.

CEDEAR Issuer disburses payment in U.S. Dollars to CEDEAR holders.


B. Proxy Voting

CEDEAR holders may exercise voting rights with respect to Represented Shares upon following certain

procedures and where permitted by law.

The issuer of the Represented Shares announces the date of a meeting of its shareholders.

The CEDEAR Issuer facilitates CEDEAR holders access to information related to

shareholder meetings. CEDEAR Issuer sends a notification of the meeting to the Buenos

Aires Stock Exchange, CNV and CDV.

If the CEDEAR holder wishes to vote, he must present timely proof of CEDEAR holding

to the CEDEAR Issuer. Such proof of holding will be issued by CDV.

The CEDEAR Issuer will, on a "best efforts" basis, execute the voting rights according to

the number of Represented Shares.

CEDEARs are immobilized and the holders of CEDEARs deliver their proxies to the

CEDEAR Issuer who instructs the Custodian to vote in accordance with the holders

instructions.

Following the vote, the CEDEAR Issuer returns the CEDEARs to their registered holders

accounts.


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Section 3CEDEAR Benefits

CEDEAR BenefitsCEDEARs facilitate the trading and ownership of foreign securities in Argentina. Much of the success in

reaching this objective lies in creating an active trading market with liquidity, transparency, fair pricing,

sound execution and with adequate and timely flow of information. A CEDEAR program may lead to

greater investor interest in the Represented Shares. Listed below are examples of the CEDEARs advantages

to brokers and investors.

Benefits to Brokers Opportunity to expand services to retail and institutional investors at low transaction costs

Increase in local commissions in foreign shares

Participation in the development of a liquid market in Argentina

Safe settlement identical with T+3 Argentine Convention

Trading hours identical with domestic securities

Greater selection of securities to offer customers

Benefits to Investors Access to foreign securities Trades done in local market, in the same time zone, on local business days

Elimination of the individual investors foreign custody expense

Corporate Actions distributed in a local market


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CEDEARs priced in local currency

Dividends may be paid in peso (or U.S. Dollars) in the local market

CEDEARs exchangeable into Represented Shares at any time

Benefits to Investors

Transaction Costs

Market participants engaged in the purchase, trading or brokerage of CEDEARs are charged with the

following fees:

CEDEAR Issuance

CEDEAR Cancellation

Dividend Payment

Deutsche Bank charges the investor customary service charges for issuance and cancellation of CEDEARs at

a rate normally not exceeding U.S. $ 0.01 per issued CEDEAR and U.S. $ 0.03 per cancelled CEDEAR.

Dividend payment service charges are assessed not to exceed $0.02 per CEDEAR scaled at a rate of

approximately 12% of the amount of the payment.


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Section 4Marketing Analysis

Investor Targeted Universe

Three categories of potential investors can be identified for the CEDEAR product:

Retail market (directly being a Qualified Investor or through Mutual Funds)

Institutional Investors

Mutual Funds

Mutual Funds are allowed to invest up to 100% in CEDEARs. CEDEARs are characterized as domestic

securities under Argentine law.


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Questions and AnswersThe following questions and answers were developed based on the most common inquiries received at

Deutsche Bank as CEDEAR Issuer and Custodian. The answers should increase the understanding of the

CEDEAR as a new Argentine security.

1. How is a CEDEAR issued?

The CEDEAR is issued in Argentina by Deutsche Bank S.A. ("DBSA") when the Represented

Shares are deposited with the Custodian, Deutsche Bank AG New York ("DBNY") in the U.S.

(CEDEAR programs may also be established on the basis of Represented Shares in markets other

than the U.S.).

2. What form do the CEDEARs take?

The CEDEARs are issued in registered de-certificated form, and ownership is freely transferable and

recorded at the Caja de Valores ("CDV"). The CEDEAR Issuer (DBSA), acting as de facto

registrar, recognizes CDV as the registered holder of CEDEARs. CDV in turn maintains records ofbeneficial holders of CEDEARs.

3. Who sponsors the CEDEAR program?

The CEDEAR Issuer (i.e., DBSA) currently runs Unsponsored CEDEAR programs. However,

Resolution 291 permits sponsorship by the issuer of Represented Shares.

4. How does CEDEAR issuance work within the T+3 settlement framework?

CEDEARs trade and settle as do any Argentine equity securities today. If CEDEARs must be

created (i.e., against the deposit of Represented Shares), DBSA will issue CEDEARs against the

timely deposit of the Represented Shares with DBNY. DBNY and DBSA are committed to issuingCEDEARs on a same-day basis if Represented Shares are received by DBNY no later than 12:30

P.M. New York time.

5. How are dividends paid and other corporate actions communicated to CEDEAR holders?

Dividends

The Custodian (DBNY) receives dividends in the currency of the Represented Shares. Cash

dividends are then distributed in U.S. Dollars to CDV, the registrar of CEDEAR beneficial

ownership. Stock dividends are paid on whole Represented Shares and on such number (round lots)

of CEDEARs as is equal to whole shares. Cash-in-lieu of add points of CEDEARs is paid to CDV.

The CEDEAR issuer sets dividend record and payment dates. The record date is the same as the

one established by the issuer of the Represented Shares. DBNY and DBSA work together to

reconcile dividend payment amounts.

Corporate Actions

Information supplied by an issuer of Represented Shares to its registered shareholders relating to


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stock dividends, proxies and shareholder voting, special meetings and similar actions is received by

the Custodian (DBNY) as the registered holder on the books of the issuer of Represented Shares, and

this information is forwarded to DBSA for proper communication to the Argentine authorities in

accordance with Argentine law. Rights in connection with offerings are normally liquidated in the

home market, and the proceeds are distributed to holders of CEDEARs, again, by remittance to

CDV.

6. What happens if the Represented Shares are delivered to the Custodian after cut-off time?

The CEDEAR Issuer will use its best efforts to issue the respective CEDEARs before the closing of

the cash market in Argentina.

7. What types of problems may occur in the settlement process of the Represented Shares in the

U.S. and the CEDEARs in the Argentine market?

Share trading settles in the U.S. through DTC. The DTC clears securities (receive free and deliver

free) and cash (delivery vs. payment and receive vs. payment). CEDEARs settle in Argentina

through CDV, which clears securities just as cash transactions are processed through the CentralBank (MEP system).

Fails may occur if local and foreign brokers do not properly fund themselves to cover the portion of

the trade that settles as DVP (please refer to Exhibit 1). The issuance and delivery of CEDEARs

may fail if the Custodian does not receive the Represented Shares timely together with any

issuance/cancellation fees payable.

8. What can the Argentine broker do in order to avoid fails and delays in the settlement of

CEDEAR trades?

Accurate and complete settlement information has to be presented to the Argentine brokers

counter-party and the Custodian in the case of issuance. On cancellation, the timely contact with theCEDEAR Issuer and the delivery of the CEDEARs to its account at CDV will minimize the time it

takes to release Represented Shares in the foreign market.

9. What about other alternatives to avoid fails in the settlement of CEDEAR trades?

DTC provides a confirmation system denominated ID where the parties involved in a transaction

would affirm their intent to settle their side of the trade. Therefore, on settlement date the trade

would automatically settle within the DTC system.

Additionally, under certain arrangements, the Custodian can be authorized to borrow shares to settle

a trade.

10. How are issuance and cancellation fees paid by brokers?

The issuance and cancellation fees are received by the Custodian in the U.S., at the time of receipt or

release of the Represented Shares.

The Argentine broker must include the issuance/cancellation fee in the purchase/sale of the U.S.

securities. The U.S. broker provides the fees to the Custodian, crediting the corresponding amount


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Glossary of TermsThis glossary of terms is provided as an attachment for additional assistance in understanding the CEDEAR

structure and dynamics.

"BOLSA"

Bolsa de Comercio de Buenos Aires (Buenos Aries Stock Exchange), a non-governmental association in

charge of authorizing the listing and monitoring listed companies in compliance with Argentine law (the

"Buenos Aires Stock Exchange").

"CDV"

Caja de Valores, the main Argentine institution providing securities clearing and other services, includingmaintaining a registry for the securities for more than 100 corporations. The CDV acts as a government and

corporate securities depository, which facilitates securities trade settlement.

"CEDEAR"

Certificado de Deposito Argentinos, the receipt issued and traded in Argentina representing ownership of

Represented Shares.

"BCRA"

Banco Central de la Repblica Argentina, the Central Bank of Argentina.

"CNV"

The Comisin Nacional de Valores of the Republic of Argentina (The Argentine Securities Commission).

"MEP"

The BCRA payment system used by the Argentine financial institutions for the settlement of cash related to

securities transactions.

"CEDEAR Issuer" or "Issuer of CEDEARs"The Argentine bank, trust company or other financial institution in Argentina empowered and authorized by

the laws of Argentina to act as an Issuer of CEDEARs.

"Custody Agreement"

The agreement between the CEDEAR Issuer and the Depositary which holds the Represented Shares in

custody.


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"Custodian"

The custodian of Represented Shares (i.e., the Depositary).

"Dividend Payment Date"

With respect to:

(i) Represented Shares, the date set by the issuer of Represented Shares on which the registered holders of

record are entitled to receive dividends payable upon such Represented Shares;

(ii) CEDEARs, the date set by the Issuer of CEDEARs on which registered holders of record are entitled to

receive dividends payable upon the CEDEARs.

"Issuer of Represented Shares"

The non-Argentine issuer of the Represented Shares.

"Listing"

The admittance to quotation and trading on a foreign exchange, if referring to the Represented Shares, and to

the Buenos Aires Stock Exchange, if referring to CEDEARs.

"MERVAL"

The corporation in Argentina, owned by broker/dealers, which is responsible for the settlement of transactions

executed on the Buenos Aires Stock Exchange.

"Record Date"

With respect to:

(i) Represented Shares, the date set by the Issuer of Represented Shares as of which registered holders are

entitled to receive dividends payable on, or taking action with respect to, such Represented Shares.

(ii) CEDEARs, the date set by the Issuer of CEDEARs, as of which registered holders of CEDEARs thereof

are entitled to receive dividends payable on , or taking action with respect to, the Represented Shares.

"Register"With respect to:

(i) Represented Shares, the record of ownership of shares and of transfer of shares maintained by the agent

of the Issuer of Represented Shares.

(ii) CEDEARs, the record of such ownership of CEDEARs and of the transfer of CEDEARs maintained by

the Issuer of CEDEARs.


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"Registrar"

With respect to:

(i) Represented Shares, the agent of the Issuer of Represented Shares appointed to record the ownership

and the transfer of shares; and

(ii) CEDEARs, the CEDEAR Issuer.

"Represented Shares"

The non-Argentine securities, the deposit of which supports the issuance of CEDEARs.

"SEC"

The Securities and Exchange Commission of the United States of America.

"United States Person"Either

(1) an individual that is a citizen or resident of the U.S., for this purpose, a person is a citizen of the U.S.

even if he or she also is a citizen of another country (e.g., a dual national); for this purpose, a person is a

resident of the U.S. even if he or she either is a permanent resident of the U.S. (e.g., holds a green card)

or satisfies a "substantial presence" test in the U.S.

(2) a corporation, partnership or other entity created or organized in or under the laws of the U.S. or any

political subdivision thereof (including, e.g., individual states or Washington, D.C.)

(3) an estate or trust (consult the administrator or trustee to determine if the estate or trust is a U.S. person

under U.S. law.

(4) the above definition is a summary only. U.S. legal counsel should be consulted for a fuller analysis.


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Section 5Exhibits

Exhibit 1:

CEDEARs Issuance ProcessAn Investor places a purchase order for 100 Represented Shares of IBM or the equivalent 1000 CEDEARs.

(3) Sharesare purchased

in the Non Arg. market

Notes: Trade Date

Sett lement Date

INVESTORINVESTORARGENTINE

BROKER

ARGENTINE

BROKER FOREIGN BROKERFOREIGN BROKER

STOCK EXCHANGESTOCK EXCHANGE

CUSTODIAN IN USCUSTODIAN IN US

(4) Sharetrade settles as

DVP in a local currency

(5) Delivery of Shares to

the Custodian (Free

of Payment)

(7) Custodian notifies that shares

are in the Custody Account

CEDEARISSUERCEDEARISSUER

(1) Order

CAJA DEVALORESCAJA DEVALORES

(9) Issuance of CEDEARs

(8) Payment is made to

Foreign Broker in a

foreign currency (FX is

executed)

(10) CEDEARsare delivered

using Conformed

Transference

(11) Investor gets the

CEDEARsand pays

the Argentine broker

(2) Places order wit h

Foreign Broker

(6) Issuance Fees are

paid to t he Custodian


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Exhibit 2:

CEDEARs Cancellation ProcessAn Investor places an order to sell 100 IBM Represented Shares or the equivalent of 1000 CEDEARs.

(9) Delivery of Shares to

Foreign Broker

(Free of Payment)

ARGENTINE

BROKER

ARGENTINE

BROKER


FOREIGN BROKERFOREIGN BROKER

(1) Places order to sell CEDEAR


(7) Delivers CEDEARsto

CEDEAR Issuer

Notes: Trade Date

Sett lement Date

CUSTODIANCUSTODIAN

(8) Instruct the release of the

Ordinary Shares

(11) Release

confirmation(12) Instruct t o

Cancel CEDEARs

(6) Payment is made

to Investor

(2) Places order to sell

the Represented

Shares

(3) Shares are sold in the

Non Arg. Market

(4) Trades settle as DVP

in a foreign currency

(FX is executed)

(5) Delivers CEDEARINVESTORINVESTOR

(10) Cancellation

fees are paid to

Custodian


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Exhibit 3:

CEDEARs Dividend Payment

(2) Sets Record and Payment

dates in Argentina

(5) Pays CDV

(6) Disburses to

CEDEAR holders


ISSUEROF THE

REPRESENTED SHARES

ISSUEROF THE

REPRESENTED SHARES


CUSTODIANCUSTODIAN

(1) Declares Dividend

Record / Payable date

(3) Delivery Dividend

(4) Delivers Dividend

Dollar Payment

less Withholding Tax

CEDEARHOLDERCEDEARHOLDER

Exhibit 4:


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CEDEAR Group at Deutsche BankDeutsche Bank CEDEAR professionals will be pleased to discuss with investors and their brokers the material

contained herein and to answer any questions that may arise related to CEDEARs, their features, uses and

requirements.

CEDEAR ISSUER: DEUTSCHE BANK S.A.TUCUMAN 1 PISO 13-1049 CAPITAL FEDERAL

ARGENTINAPHONE: (54 11) 4590-2926/2915/2989FAX: (54 11) 4590-2990

INTERNATIONAL CUSTODIAN: DEUTSCHE BANK AG NEW YORKDIRECT SECURITIES SERVICES

ATTN. FLORIS VREEDENBURGH60 WALL STREET 28TH. FLOOR(MAILSTOP:NYC60-2801)NEW YORK, NY 10005

FOR PRODUCT INQUIRIES: FLORIS VREEDENBURGHPHONE: +1-212-250-3723E-MAIL: [email protected]

SETTLEMENT TEAM: ALEX HIDALGOJAVIER BRITOS

LUPE VALDIVIEZO-SMALLS

PHONE:+1-904-520-5499FAX: +1-201-477-6838E-MAIL: [email protected]


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Exhibit 5:

CNV Resolution N.291CEDEAR REGULATIONS

CERTIFICADOS DE DEPSITO ARGENTINOS

Ministry of Economyand Public Works and ServicesArgentine Securities Commission

Buenos Aires, July 10th, 1997

HAVING SEEN THESE PROCEEDINGS entitled CERTIFICADOS DE DEPOSITO ARGENTINOS in re

Draft Resolution,pending under Dossier N. 587/97 and the opinions of the Gerencia de Emisorasand

Subgerencia de Assoramiento Legal(Issuers Management Department and Legal Office, respectively), and

CONSIDERING

THAT Section 5 of the Rules of this Commission (as amended 1987 and modified by General Resolution N.

214) established that securities issued by entities not authorized to make public offerings thereof within the

Republic of Argentina could be accepted as underlying assets of negotiable depositary receipts.

THAT such form of negotiation has been strongly accepted in other developed markets and is now in process

of being implemented in some Latin American countries, such as Brazil and Mexico.

THAT, without prejudice to the existence of the above referenced rule, up to this date no Depositary Receipts

Issue Program has been actually created in our markets.

THAT such circumstance would indicate the apparent need to introduce changes to the current regime.

THAT the introduction of new instruments into the local markets seems thus advisable.

THAT the current regulations, embodied in the RULES of the ARGENTINE SECURITIES COMMISSION,

New Text 1997, require greater accuracy and flexibility as to create attractive and safe conditions in thedevelopment of these negotiations.

THAT the introduction of this regulation was decided in the light of the great development experienced by

our market as a means to further attract foreign investors.

THAT in the inception of this new modality the role of the depositary receipts issuers as promoters thereof is


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deemed of great importance.

THAT a system has been therefore structured that contemplates the implementation of programs without the

sponsorship (and, thus, without the cooperation) of issuers of underlying assets.

THAT this has determined the creation of a more flexible regime as concerns reporting requirements in those

programs that are not backed by issuers of underlying assets.

THAT, anyhow, the foregoing does not impair the situation of investors willing to invest in those securities as

compared to that of investors willing to directly invest in the country of origin of the underlying asset.

THAT these reporting differences should be notified to the investor community.

THAT as a consequence of the foregoing and among other aspects, it is deemed particularly in order toregulate in further detail the conditions and obligations to be satisfied by the issuer of negotiable depositary

receipts.

THAT these presents is issued pursuant to the powers vested by Sections 6 and 7 of Law 17.811.

THEREFORE,

THE ARGENTINE SECURITIES COMMISSION

RESOLVED

SECTION 1

The following regulations applicable to the CERTIFICADOS DE DEPOSITO ARGENTINOS (hereinafter,

individually, a CEDEAR and, collectively, the CEDEARs) shall be incorporated to Chapter VI of the

RULES of the ARGENTINE SECURITIES COMMISSION, New Text 1997, (the RULES), as Sections 87

through 99 thereof.

SECTION 87

The entities listed in Section 88 may apply for the approval of Argentine Depositary Receipts Issue Programs

evidencing the deposit of securities of other entities which are not authorized for purposes of a public offering

within the Republic of Argentina.

The CEDEARs will be authorized for purposes of their public offering subject to the provisos hereof and to

the rules applicable to the listing thereof to be therefor established by the stock exchanges within their

jurisdiction.


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amount under the Program is not exceeded.

Issuers of CEDEARs shall at all times have, as from the issue thereof, as many unencumbered, unrestricted

and freely available securities as CEDEARs of those securities are then outstanding (not having been

cancelled by reason of the exchange).

The Commission may authorize, on a case by case basis, the execution of agreements contemplating the

provisional and temporary existence of CEDEARs unbacked by deposited securities, provided there are

sufficient guaranties therefor. In these cases the Commission shall establish the maximum permitted term for

the subsistence of this situation and the maximum percentage that the provisionally unbacked CEDEARs may

bear the total issue. To such end, the interested party shall ground the petition for any such exception,

accompanying the relevant contract for purposes of its revision by the Commission.

SECTION 90

The securities may be deposited with:

(a) the issuer of the CEDEARs or;

(b) an eligible and permitted Custodian in the returns of Law 20.643, or

(c) the common depositary of securities acting in the country of issue of the securities; or

(d) a bank or custodian acting within the country of issue of the securities having a minimum networth

of TWO HUNDRED MILLION PESOS ($200,00,000) or its equivalent in the currency of the

country of issue.

In all cases a provision shall be included to the effect that the depositary may not acquire any interest in not

use the deposited securities, which shall be immobilized to the same extent of a regular deposit, only for

purposes of counterbalancing the CEDEARs.

The depositary of the securities may not be changed without the approval of the absolute majority of the

holders of the CEDEARs of the relevant issue, prior notice thereof to the Commission evidencing the

approval so obtained. Such approval may be given at a meeting of holders or, else, individually, provided it

can be proved beyond any reasonable doubt the approximate simultaneity of the consultation to the holders of

the CEDEARs. The meeting shall be governed by the rules established in the relevant CEDEAR issue

agreement and, supplementally, by the Rules of Law 15.560 applicable to extraordinary meetings.

The anticipated and general approval of a changed depositary will in no case be permitted. The approval

shall be in all cases expressed in respect of a specific proposal and upon identification of the prospective

successor depositaries.


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SECTION 91

The CEDEARs will be freely transferable and may be issued in registered non endorseable or book-entry

form. Each CEDEAR will evidence one or more securities of the same class, kind, and issuer. In

exceptional cases, the ARGENTINE SECURITIES COMMISSION may authorize the issue of CEDEARs

evidencing fractions of securities, provided the relevant agreements reasonably guarantee the exercise of the

rights stemming therefrom and the redemption contemplated under Section 89 by the participants in each unit

security.

The general provisos governing registered or book-entry securities, as the case may be, as current on each

occasion, will apply.

The registered CEDEARs shall contain at least:

(a) the name and main domicile of the issuer of the represented securities;

(b) the place of authorization of the issue of the securities represented by the CEDEARs, with the

relevant identification of the said authorization by the applicable regulatory authority;

(c) the number of securities represented by each CEDEAR;

(d) the name and main domicile of the issuer of the CEDEAR;

(e) the number of authorization of the issue or program under which the CEDEAR was issued;

(f) the conspicuous legend to the effect that the said instrument does not evidence securities but a

certificate of the existence of the deposited securities therein referred to in favor of the issuer of the

CEDEAR; and

(g) the place of deposit of the securities so represented.

Records kept in respect of book-entry CEDEARs shall contain the data indicated in subsections (a), (b), (d),(e), and (g), as applicable.

The CEDEARs will grant their holders the benefit to all rights inherent in the securities represented by the

said CEDEARs, without prejudice to the exercise thereof through the issuer of the CEDEARs.


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SECTION 92

Either programs sponsored or unsponsored by the issuer of securities represented by the CEDEARs may be

issued.

Unsponsored programs may either include or not an agreement concerning the program between the issuer of

the CEDEARs and the issuer of the securities represented by the CEDEARs, yet the issuer of the CEDEARs

shall comply with the reporting requirements of Section 93.

Sponsored programs shall, in addition, comply with the provisos specified in Section 94 of this Chapter.

Whenever the securities represented by the CEDEARs correspond to an initial public offering, only sponsored

programs will be accepted.

The issue of a CEDEAR in respect of the same security will not be permitted if there already exists an

authorized and outstanding program of the said security by an issuer other than the initially authorized issuer,

with such exception as the Commission may grant under a grounded resolution.

SECTION 93

As concerns unsponsored programs, the reporting requirements shall be limited to the issuer of the CEDEARs

and will exclusively establish:

(a) that the issuer of the CEDEARs shall file with the ARGENTINE SECURITIES COMMISSION and

at the same time make available to the investors through the stocks or exchanges where the

CEDEARs are traded:

(1) within TEN calendar (10) days from its publication, a copy of any information and

documentation filed by the issuer of the securities whose deposit is represented by the

CEDEARs vis vis the stocks or exchanges where same are traded and any information and

documentation published by any of same or by the issuer itself, when the information is not

included in subsection (iii) of this Section; being required, within like term, to submit all

publicly available even though not yet published data and documents theretofore filed with

the regulatory authorities, in which case the term will be computed as from the relevant

filing with the regulatory authority;

(2) Upon the Issuer of the CEDEARs being informed thereof in its capacity as shareholder (and

in no case after TWENTY FOUR (24) hours as from receipt from the Issuer or published in

the country where the issue of the represented securities was authorized or where the said


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securities are traded) any information or documentation relevant to the Issuer of the

securities whose deposit is represented by the CEDEARs;

(3) within TEN (10 calendar days as from the filing vis--vis the regulatory authorities or

exchanges or stocks where the securities are traded, the financial, accounting and/or income

statements whether annual, quarterly or interim, as well as any other accounting information

about the issuer of the securities represented by the CEDEARs. If the information so filed is

not reconciled as required by the current accounting standards of this Commission, such

omission shall be conspicuously notified in the Information made available to investors.

The notice to be so included shall specify the bases used to prepare the information and, as

applicable, shall also indicate that, if applied to those statements the rules of this

Commission, certain differences could result in respect of the Information being furnished.

(b) furthermore, that the issuer of CEDEARs is subject, whenever applicable, to the provisos of Chapter

XVII of the RULES, both in respect of facts or acts that effect or are connected with the Issuer of the

CEDEARS or of facts or acts that effect or are connected with the issuer of the securities representedby the CEDEARs, of which it might have become aware either in its capacity as shareholder or upon

their publication by the regulatory authority of the country of origin of the issuer of the securities

represented by the CEDEARs or by the stocks or exchanges where same are traded.

The submission by the issuer of the CEDEARs of the information and/or documentation about the

issuer of the securities represented by the CEDEARs, shall qualify as an affidavit to the effect that it

is true and accurate information published by or received from the issuer of the securities represented

by the CEDEARs and that no other information has been obtained by the Issuer of the CEDEARs in

its capacity as shareholder.

SECTION 94

Under CEDEARs sponsored issue programs, the issuer of the evidenced securities shall apply vis--vis the

ARGENTINE SECURITIES COMMISSION for their acceptance into the public offerings regime under

CEDEARs programs, therefore following the procedure indicated in Section 96 hereof. Once accepted to

join this regime, the issuers of securities represented by CEDEARs shall comply with the periodic reporting

requirements of Chapter XVII of the RULES. This information should be filed jointly with a certificate

issued by an Argentine chartered accountant with any relevant adjustment resulting upon applying thereto the

relevant rules of this Commission, of the stock exchange or market where the CEDEARs are traded and the

then current Generally Accepted Accounting Principles of the Republic of Argentina. The information shall,

in all cases, be filed and published in the Spanish language.

SECTION 95

In addition to the provisions of Section 93 hereof, the issuer of the CEDEARs shall in all cases within

THIRTY (30) days as from the close of each calendar quarter inform the ARGENTINE SECURITIES

COMMISSION and the stock or exchange where the CEDEARs are being then traded:


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(a) the number of outstanding CEDEARs on the first day of the reported quarter under each program in

which the issuer is participating;

(b) the number of securities corresponding to each program which have been exchanged for CEDEARs

and withdrawn from the deposit during the reported quarter;

(c) the number of CEDEARs issued against deposit of the new securities under the program during the

reported period;

(d) the number of outstanding CEDEARs per each program at the close of the last day of the reported

quarter;

(e) the number of securities represented per each CEDEAR under each program that are deposited in the

name of the issuer at the close of the last day of the reported quarter and the place of deposit.

Whenever applicable, if the place of deposit were changed, the reasons that justified and

authorizations granted to make any such change shall be duly informed.

Moreover, the issuer shall file with the ARGENTINE SECURITIES COMMISSION and with the stock

exchange or market where the CEDEARs are traded:

(a) within SIXTY (60) days of the close of each fiscal quarter, its interim financial statements

accompanied by a limited revision of an Argentine chartered accountant; and

(b) within ONE HUNDRED AND TWENTY (120) days of the close of each fiscal year, its complete

financial statements, audited and approved by the relevant shareholders meeting.

The issuer of the CEDEARs will be likewise required to inform without delay upon becoming aware of its

occurrence, any fact or ___ likely to affect the issuer, the depositary of the represented securities (if other than

the issuer) or the represented securities, as well as any other change to the compensation structure thereof or

to that of the depositary.

If and to the extent the issuer and depositary are the same person, any changes to the compensation structure

of the issuer or to that of the depositary shall only be effective THIRTY (30) days after being reported.

SECTION 96

The request for approval of the CEDEARs program and the admission thereof into the public offering regime

shall be filed by the proposed issuer of the CEDEARs or by it and the issuer of the securities represented

under the program.


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Sponsored programs shall be filed by both said issuers.

The application shall be accompanied by the following documents and data:

(a) the contracts relevant to the program and of interest for the investors, between the issuer of theCEDEAR and the issuer of the securities represented by the CEDEAR (including the program

sponsorship agreement, the CEDEAR underwriting agreement governing the relationship between

the issuer of the CEDEARs and the holders thereof and any other agreement relative to the issue of

the CEDEARs, as applicable) and between the issuer of the CEDEAR and the depositary of the

represented securities, as applicable, that may be then current or that were current during the THREE

(3) year period prior to the filing;

(b) the determination of the stock(s) and/or exchange(s) vis--vis which an authorization to list the

CEDEAR will be applied for;

(c) the evidence of the authorization given for the securities represented by the CEDEARs to be publicly

tendered in the country of origin. This submission shall import (no evidence to the contrary being

admitted) the affidavit from the issuer of the CEDEARs and, as applicable, from the issuer of the

securities represented by the CEDEARs, to the effect that the said authorization is in force and fully

effective on the filing date;

(d) a description of the form of the securities (including a facsimile thereof) and, in the case of

book-entry securities, the agreement executed with the Registrar, as applicable;

(e) a legal opinion to the effect of (i) the legality of the securities represented by the CEDEARs; (ii) the

legality of the agreements between the issuer of the CEDEARs and the issuer of the securities

represented by the CEDEARs and (iii) the enforceability by the lawful holder of the CEDEAR of the

exchange referred to in Section 69 hereof;

(f) the declaration as to whether it is a sponsored or unsponsored program;

(g) the term during which the issuer of the CEDEARs undertakes to comply with the reporting

requirements of Sections 93 and 95 hereof and, as applicable, the term during which the issuer of the

securities represented by the CEDEARs undertakes to comply with the reporting requirements ofSection 94. The term of the program may not exceed the shorter term of any such commitment.

Sponsored programs shall as well accompany the information and documentation required under

Chapter VI of the RULES, concerning the issuer of the securities represented by the CEDEARs

which constitute the subject matter of the program. To such effect:

(1) the records of the members of the administration and supervision bodies shall not be


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required;

(2) the financial statements may be submitted according to the formalities of the country of

origin yet shall include the relevant translations and any adjustment resulting upon

application of the then current Generally Accepted Accounting Principles of the Republic of

Argentina, certified by an Argentine chartered accountant;

(3) the provisos of Section 80 of Chapter VI of the RULES shall apply;

(h) the commissions and/or fees to be received by the issuer of the CEDEARs and, as applicable, those

to be received by the depositary of the securities represented by the CEDEARs.

Unsponsored programs shall accompany, in addition to the information and documentation indicated in

subsections (a) through (g) hereof, any other information and/or documentation to be filed, submitted,

produced or otherwise disclosed to the investor community within the framework of the CEDEARs

placement procedures.

SECTION 97

For all purposes of Section 6 of Law 24,083, the CEDEARs shall be deemed securities issued within the

country.

SECTION 98

The filing of the program shall import the submission of the applicants to the proviso of Law 17,811 and to

the regulatory rules thereof, as amended by this Section.

SECTION 99

The stocks and exchanges where the CEDEARs are traded shall provide for the appropriate mechanisms that

will ensure full disclosure of each programs terms and of the underwriting agreement governing the

relationship between the issuer of the CEDEARs and the holders thereof. Likewise, same shall also provide

for the appropriate mechanisms tat will permit the investor community to be informed, within the shortest

possible term, of the quotations and traded volumes of the securities evidenced by the CEDEARs in the

relevant exchanges where same are marketed and, as applicable, publish same in the bulletins or newspapers

habitually used to report such market information.

SECTION 2


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Subsection (d) of Section 60 of Chapter VI of the RULES of this Commission, New Text 1997, is repealed.

SECTION 3

This Resolution shall become effective on September 1, 1997.

SECTION 4

Be it informed, published, delivered to the NATIONAL BUREAU OF OFFICIAL RECORDS and filed

thereat.

Signatures follow.

Todo Sobre CEDEARs (en Inglés)

Documents

Transcript of Todo Sobre CEDEARs (en Inglés)