Board Resolution No. 136/2013

BOARD RESOLUTION No. 136/2013

SUBJECT: MONETARY OPERATIONS MANAGEMENT — APPROVES APPLICATION FOR CONCESSIONAL EXTRAORDINARY CREDIT TO YACIMIENTOS PETROLIFEROS FISCALES BOLIVIANOS, FOR AN AMOUNT OF Bs 1,050,000,000.- FOR REFINING ACTIVITIES.

HAVING SEEN:

The Political Constitution of the State promulgated on February 7, 2009.

Law No. 1670 of the Central Bank of Bolivia (BCB) of October 31, 1995.

Law No. 211 of December 23, 2011, which approves the General State Budget for the 2012 management period (PGE-2012).

Law No. 317 of December 11, 2012, which approves the General State Budget for the 2013 management period (PGE-2013).

Resolution of the Ministry of Hydrocarbons and Energy No. 204-13 of August 26, 2013.

Notes YPFB-PRS/GNPIE-709 DNIF 358/2013 and YPFB-PRS/GNPIE-717 DNIF 363/2013 of August 27 and September 4, 2013, from Yacimientos Petroliferos Fiscales Bolivianos (YPFB).

Report from the Economic Policy Advisory BCB-APEC-SSMF-2013-024 of September 6, 2013.

Report from the Monetary Operations Management BCB-GOM—SOSP-DCE-INF-2013-10 of September 5, 2013.

Report from the Legal Affairs Management BCB-GAL-SANO-INF-2013-307 of September 6, 2013.

Act No. 043/2013 of the Ordinary Meeting of the Board of Directors of the Central Bank of Bolivia of September 10, 2013.

Resolution No. 73/2013 of the Board of Directors of Yacimientos Petroliferos Fiscales Bolivianos of September 23, 2013.

CONSIDERING:

That Law No. 211 of December 23, 2011, of the PGE-2012, in its article 17, authorizes the BCB to grant an extraordinary credit up to Bs 9,100,000,000.- (Nine Hundred Ten Million 00/100 Bolivianos), in favor of YPFB under concessional conditions, with the objective of financing industrialization projects in the hydrocarbon sector; for which effect, the BCB is exempted from the application of articles 22 and 23 of Law No. 1670, of October 31, 1995.

That Law No. 317 of December 11, 2012, of the PGE-2013, in its article 25, authorizes the BCB to reallocate the extraordinary credit of up to Bs 9,100,000,000.- approved pursuant to article 17 of Law No. 211, in favor of YPFB for the following activities of the hydrocarbon productive chain: i) YPFB Refining up to Bs 1,050,000,000.- and ii) Industrialization up to Bs 8,050,000,000.-, totaling the sum of Bs 9,100,000,000.-. Likewise, it empowers the BCB, if necessary, to adapt the contracts signed with YPFB.

The Ministerial Resolution No. 204-13 of August 26, 2013, by which the Ministry of Hydrocarbons and Energy establishes:

• That according to Law No. 211 of the PGE 2012 and Law No. 317 of the PGE-2013, the Projects: 1) New Isomerization Unit (NIUS); 2) 12,500 BPD Crude Unit; 3) New Catalytic Reforming Unit will be carried out by YPFB through its subsidiary YPFB Refining S.A. and will be financed with a credit of Bs 1,050,000,000.- to be requested from the BCB; and confirms the technical feasibility of the aforementioned projects as stated in the reports DGIR — 052/2013, DGIR — 053/2013 and DGIR — 054/2013 of the Vice Ministry of Industrialization, Commercialization, Transport and Storage of Hydrocarbons of the Ministry of Hydrocarbons and Energy.

• That according to the economic and financial evaluation carried out through the reports DGAA No. 0313/2013, DGAA No. 0317/2013 and DGAA No. 0318/2013 of the General Directorate of Administrative Affairs of the MHE, the aforementioned projects justify and ensure the payment capacity of the credit to be contracted with the BCB.

• That YPFB, YPFB Refining S.A. and the Ministry of Hydrocarbons and Energy, prior to the authorization of any disbursement of the resources of the credit to be contracted with the BCB, will sign an agreement that will establish the technical, administrative and financial conditions necessary to operationalize the evaluation and monitoring of each project independently. Likewise, that the Ministry of Hydrocarbons and Energy through the Vice Ministry of Industrialization, Commercialization and Transport and Storage of Hydrocarbons, will carry out the evaluation and monitoring of the physical and financial execution of each of the projects.

That through notes YPFB-PRS/GNPIE-709 DNIF 358/2013 and YPFB-PRS/GNPIE-717 DNIF 363/2013, YPFB submits documentation, proposes financial conditions for the credit established by article 25 of Law No. 317, for an amount of Bs 1,050,000,000.- under concessional conditions and formally requests the granting of the aforementioned credit.

That the Economic Policy Advisory in its Report BCB-APEC-SSMF-2013-024, concludes that the disbursement to be made in the current management period of Bs 756,091,000.- within the framework of the credit requested by YPFB from the BCB of Bs 1,050,000,000.-, will not affect the fulfillment of the Monetary Program targets, due to the fact that the total disbursements to YPFB and to the EPNES made this year are below the total amount included in the monetary and fiscal program. In addition, significant margins have been accumulated in the targets of the BCB's net credit to the SPNF (Bs 6,477 million at the end of August 2013). However, it is not ruled out that other operations may imply deviations with respect to the targets of the aforementioned Program. Likewise, it recommends that the remaining amount of Bs 293,909,000 to be disbursed in the next management period be included in the 2014 Monetary Program.

That the Monetary Operations Management in its Report BCB-GOM—SOSP—DCE-INF-2013-10, recommends to the Board to consider the interest rate scenarios proposed for the approval of the financial conditions of the credit requested by YPFB, pointing out that the relationship between the interest rate of the credit and the degree of concessionality is inverse. Likewise, it points out that if the credit application is considered favorably, YPFB must enable a specific disbursement account at the BCB, and another payment account for debt service must also be enabled. In the same way, it recommends the recovery of the credit in the shortest possible time, seeking to safeguard the capital complying with the degree of concessionality provided for in the current regulations.

That the Legal Affairs Management in its Report BCB-GAL-SANO-INF-2013-307 concludes that the request presented by YPFB is legally appropriate, since it does not contravene the current legal framework.

That pursuant to article 44 of Law No. 1670, the Board of Directors of the BCB is the competent instance to authorize the granting of the extraordinary credit in favor of YPFB in order to comply with what is expressly provided in article 17 of Law No. 211 and article 25 of Law No. 317 and applicable legal provisions to the case.

That through Act No. 043/2013 the Board of Directors of the Central Bank of Bolivia accepted YPFB's credit application and determined its conditions.

That through Resolution 73/2013 the Board of Directors of YPFB approves the financing conditions of the credit from the Central Bank of Bolivia in favor of YPFB approved by the Board of Directors of the Issuing Entity.

THEREFORE,

THE BOARD OF DIRECTORS OF THE CENTRAL BANK OF BOLIVIA

RESOLVES:

Article 1.- Approve, within the framework of article 17 of Law No. 211 that approves the PGE-2012 and article 25 of Law No. 317 that approves the PGE-2013, the application for a concessional extraordinary credit in favor of YPFB for projects destined to refining activities, as indicated in Ministerial Resolution No. 204-13 of August 26, 2013 of the Ministry of Hydrocarbons and Energy, under the following conditions:

Currency: Bolivianos. Total Credit Amount: Bs 1,050,000,000.- (One Thousand Fifty Million 00/100 Bolivianos). Term: 20 Months. Grace Period: Five years on principal with interest payments calculable from the first disbursement. Annual Interest Rate: 0.84% (zero point eighty-four percent). Final Disbursement Date: Until the first quarter of 2014. Payment Plan: Semi-annual. Guarantees: Authorization of automatic debit from the accounts that YPFB owns or acquires.

Article 2.- Authorize the President of the BCB to sign the respective credit contract, according to the approved conditions and terms.

Article 3.- The Presidency and General Management are in charge of the execution and compliance of this Resolution.

La Paz, October 1, 2013

Rafael Boello

Luis Perez Alandia

Rolando Marin Lopez

Reynaldo Yujra Segales