Circular Rubros no comprendidos en otros Ordenamientos - RUNOR 1 - 18

BANCO CENTRAL DE LA REPUBLICA ARGENTINA
COMMUNICATION "A" 422 09/12/83
TO FINANCIAL ENTITIES, EXCHANGE HOUSES, AGENCIES AND OFFICES AND EXCHANGE BROKERS:
Ref: Circular RUBROS NO COMPRENDIDOS EN
OTROS ORDENAMIENTOS - RUNOR - 1 - 18

We address you to bring to your knowledge that a new information system regarding the shareholding composition of Exchange Houses and Agencies has been implemented, and to establish regulatory norms regarding the negotiation of share packages of these entities (points 1.12.2 and 1.16, respectively, of Chapter XVI of the RUNOR Circular).

Consequently, we send you the updated text of the aforementioned Chapter XVI, which also includes the modifications made known through Circular RUNOR - 1 - 17 (Communication "A" 410).

We salute you very attentively.

BANCO CENTRAL DE LA REPÚBLICA ARGENTINA
Alfredo Daparte Carlos Fagioli
Manager of Authorization Submanager General of Financial Entities

ANNEX: 18 pages

BANCO CENTRAL DE LA REPUBLICA ARGENTINA
ORDERED TEXT
Circular RUBROS NO COMPRENDIDOS EN OTROS ORDENAMIENTOS RUNOR – 1 XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation

1. Exchange Houses, Agencies and Offices.
   1.1. Requirements of the application.
   1.1.1. Applications for authorization to operate as an Exchange House, Agency or Office must be submitted in writing, indicating the domicile established for the purposes of processing before the Central Bank of the Republic Argentina.
   1.1.2. The applications must state:
   1.1.2.1. Name of the projected entity;
   1.1.2.2. Class of entity;
   1.1.2.3. Name of the city or locality where it is intended to install the entity, with indication of the probable location within that market;
   1.1.2.4. Basis for the initiative and information gathered regarding the need to establish the entity;
   1.1.2.5. Capital to be initially contributed;
   1.1.2.6. Draft partnership agreement or bylaws by which it shall be governed, which must be in harmony with the provisions of Law 18.924, according to the class of entity in question;
   1.1.2.7. With respect to each of the founding promoters, members of the society, directors, administrators, members of the supervisory boards, auditors and managers:
   1.1.2.7.1. Personal data and declaration of assets reflecting their financial situation (Form 1113);
   1.1.2.7.2. Sworn declaration that they are not included in the disqualifications established in article 4 of Law 18.924. (Form 898 "A"), and
   1.1.2.7.3. Background on suitability and experience in foreign exchange matters.
   1.1.2.8. The Exchange Houses: correspondents provided for abroad and the nature of their links.
   1.1.3. Authorization requests will be considered withdrawn when applicants do not present the documentation required by the Central Bank within 30 (thirty) calendar days, counting from the date they become aware of the respective communication. Failure to comply with this requirement leads to the filing of the proceedings, and no new request will be processed until one year has passed from the expiration of the granted deadline.
   1.1.4. Authorizations to operate as an Exchange Office are granted to owners, concessionaires or lessees of hotels that regularly receive travelers from abroad. In the case of applications whose holders are natural persons, they must be of legal age and registered as merchants. Exchange Houses and Agencies may enable this type of dependency under the conditions provided for in point 1.7.

XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation. (Continuation). RUNOR - 1
1.2. Conditions of the authorizations.
1.2.1. The authorizations granted become void if not used within a term of one year counting from the date they were granted and are conditioned on compliance with the following requirements:
1.2.1.1. Total integration of the initial capital determined for each case, within 60 (sixty) days from the date of the authorization resolution
1.2.1.2. Obtaining the conformity of the constitutive act and bylaws by the competent governmental authority, and registration in the Public Registry of Commerce;
1.2.1.3. Submission to the Central Bank of the list of directors and senior staff (manager, accountant, treasurer and attorneys-in-fact), accompanied by the information referred to in point 1.1.2.7., unless it concerns persons whose data are already in the possession of that Institution having been attached to the authorization application. The operational staff - at minimum the manager and attorneys-in-fact - must possess adequate experience in foreign exchange matters, and
1.2.1.4. Complete installation in an appropriate premises that meets the necessary security conditions.
1.2.2. All provisions relating to the enabling of the entities must be fulfilled with an advance of no less than 30 (thirty) calendar days prior to the expiration of the deadline established for their opening, notifying such circumstance to the Central Bank so that it may rule on the matter.
1.2.3. An extension of the deadline fixed for enabling may only be granted when, for causes not attributable to the entity, duly documented, the requirement established in point 1.2.1.2. has not been complied with. In such case, the request for extension must be submitted in writing before the expiration of the deadline, attaching reliable proof of the causes invoked.
1.3. Minimum capitals.
1.3.1. Minimum requirements.
1.3.1.1. Exchange Houses and Agencies must maintain the minimum financial responsibility corresponding (reported by Communication "B").
1.3.1.2. For the purposes of these norms, it is defined that:
1.3.1.2.1. Category I: comprises entities located in the City of Buenos Aires and those established in the Districts of Almirante Brown, Avellaneda, Berazategui, Esteban Echeverría, Florencio Varela, General San Martín, General Sarmiento, La Matanza, Lanus, Lomas de Zamora, Merlo, Moreno, Morón, Quilmes, San Fernando, San Isidro, Tigre, Tres de Febrero and Vicente López of the Province of Buenos Aires, or those that may be created in the future by splitting or segregating from said districts.
1.3.1.2.2. Category II: groups entities established in the cities of Córdoba, Mendoza and Rosario.

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1.3.1.2.3. Category III: comprises entities operating in the cities of Bahía Blanca, La Plata, Mar del Plata, San Carlos de Bariloche and in the following Departments of the Province of Mendoza:
Godoy Cruz and the part of the districts of Guaymallen, Las Heras, Maipú and Lujan, that make up the agglomeration known as "Greater Mendoza".
1.3.1.2.4. Category IV: includes entities established outside the geographic scopes detailed in the preceding categories.
1.3.1.3. Entities that have subsidiaries in markets of higher category must maintain the financial responsibility required for these, without prejudice to what is established in point 1.3.2.
1.3.2. Additional requirements.
The financial responsibility referred to in point 1.3.1. must be increased by 10% for each of the branches or offices in operation or that are enabled in the future.
1.3.3. Compliance plans.
Entities that are complying with compliance plans for minimum capitals according to the norms of Circular R.F. 648-R.C. 829, and complementary procedural instructions, must continue to adhere to the cited provisions linked to these programs for the remaining time until the completion of the latter.
1.3.4. Periodic update of minimum capitals.
1.3.4.1. Minimum capitals will be adjusted semi-annually on June 30 and December 31 of each year applying the percentage variation that occurs in the last month of each calendar semester with respect to the last month of the previous semester, wholesale price index, general level, prepared by the National Institute of Statistics and Censuses.
1.3.4.2. Entities must integrate, no later than December 31 of each year, the difference between the computable financial responsibility possessed and the new requirements derived from the updates that apply as of July 1 of the same year.
1.3.4.3. Entities that comply with compliance programs with adjustment to what is provided in point 1.3.3., must cover the increases from semi-annual updates in the following manner:
1.3.4.3.1. On December 31 of each year, the part corresponding in proportion to the capital they have integrated at the close of the first semester.
1.3.4.3.2. The remainder may be distributed over the years remaining for the fulfillment of the compliance plan, in proportion to the quotas established for each period.
1.3.5. Financial responsibility.
1.3.5.1. For the purposes indicated in these norms, financial responsibility is defined as integrated by the following concepts:
1.3.5.1.1. Integrated capital;
1.3.5.1.2. Advances received on an irrevocable basis as part of future capital increases;
1.3.5.1.3. Dividends in shares approved by the shareholders' meeting, pending payment;
1.3.5.1.4. Undistributed profits that increase capital and/or reserves, or pass to the new fiscal year;
1.3.5.1.5. General (legal, statutory and discretionary) and special reserves, from books;
1.3.5.1.6. Accounting revaluation, or extra-accounting adjusted according to criteria fixed by the Central Bank, and
1.3.5.1.7. Less: known losses and any other item that signifies a real decrease in equity, including the negative balance of the current fiscal year result accounts and that from previous years.
1.3.5.2. For all purposes of legal and/or regulatory provisions related to the capital and reserves of entities, their integration and increase, contributions must be made in cash.
By exception, the Central Bank may consider and authorize proposals for increases based on the entry of goods intended for own use, for which purpose the authorization in question must be submitted to the consideration of said Institution prior to the initiation of any other legal procedure or disposed of by competent authority.
1.3.6. Norms linked to the integration of capitals in cases of creation and transformation of exchange houses and agencies.
To determine reliably the legitimacy of the resources destined to integrate the capitals, promoters and shareholders in the case of transformation of exchange agencies into another of a different class that has a higher minimum financial responsibility requirement, must present to the Central Bank, together with the respective authorization request, the elements of judgment mentioned in points 1.16.3.2.1. and 1.16.3.2.2., in the case of natural persons, and in points 1.16.3.3.2. and 1.16.3.3.3., when it comes to legal persons.
1.4 Reserves and operational limits.
1.4.1. When the commitments acquired by Exchange Houses plus their credits taken abroad exceed their exchange position plus the amount of purchases made, they must maintain a reserve in pesos, in cash or deposited in a bank of the country. This reserve must not exceed double the capital of the entity, so its operational margin remains at this relationship.
1.4.2. Entities that incur in deficiencies of cash reserve must notify the Central Bank immediately and, in case of reaching three consecutive or alternating defects within the last 30 (thirty) days, must suspend the carrying out of operations until their continuation is authorized.
1.4.3. Remittances to be credited may not exceed, in total, double the capital of the firm, nor 25% of said capital in each correspondent, unless it concerns financial entities that are correspondents of the Central Bank.
1.5. Guarantees
1.5.1. Exchange Houses and Agencies must constitute a guarantee not less than 20% of the
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XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation. (Continuation). RUNOR - 1 minimum capitals resulting from the application of the provisions referred to in point
1.3. For Exchange Offices the requirement is equal to that provided for Exchange Agencies.
Entities in operation must constitute it in such a way that, upon the expiration of each of the annual periods of the respective compliance plans for minimum capitals, its amount does not result less than 20% of the minimum capital required at the respective date. The guarantee constituted in favor of the Central Bank and/or National Treasury must respond for the compliance with the provisions that regulate the activity of the entities and for the fines that may be applied to them for infractions to the exchange regime.
1.5.2. The said guarantee may be integrated in any of the following forms:
1.5.2.1. Cash deposit.
1.5.2.2. Surety granted by a financial entity included in Law 21.526.
1.5.2.3. Deposit in custody of Tradable Public Debt Securities.
1.5.3. Entities that develop their activity in the Federal Capital must deposit the guarantees at the Central Bank. Those that act outside that scope may make the deposits, in cash or in national public securities, at a branch of the Bank of the Argentine Nation to the order of the Central Bank the respective receipts; in the case of sureties, they will be sent to the Central Bank.
1.5.4. The constituted guarantees extinguish once 180 (one hundred and eighty) days have passed counting from the date of cancellation of the authorization, unless there is a contrary judicial order or legitimate opposition from the Central Bank.
1.5.5. In cases where firms are suspended or under inquiry, sureties must be maintained even if the surety entities request their extinction, unless they are totally replaced by cash deposits or by national public securities.
1.6. Attorneys-in-fact.
1.6.1. The attorneys-in-fact designated by Exchange Houses, Agencies or Offices must satisfy the requirements established in points 1.1.2.7. and 1.2.1.3. The power is conferred by public deed; a copy of it, with the record of its registration in the Registry of Mandates, if it existed in the corresponding jurisdiction, must be sent to the Central Bank.
1.6.2. Any act of resignation or revocation of power must be communicated to the Central Bank in advance of the date on which it will be effective, under penalty of making them responsible for operations carried out after that date.
1.7. Installation of branches and offices.
1.7.1. Requirements that entities must meet. Exchange Houses and Agencies must
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XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation. (Continuation). RUNOR - 1 require prior authorization from the Central Bank of the Republic Argentina for the opening of branches in the national territory. For the presentation of requests, entities must meet the following requirements:
1.7.1.1. Have totally integrated the minimum financial responsibility or be satisfactorily complying with the capital integration plan to reach the minimum
established by the provisions in force;
1.7.1.2. Have totally constituted the minimum guarantee corresponding according to
the provisions of point 1.5.1.;
1.7.1.3. Not have registered deficiencies in the integration of the cash reserve established in point 1.4.1. during the three months prior to the date on which
the pertinent authorization requests are presented, nor three consecutive or alternating defects of that nature within a period of 30 (thirty) calendar days, during the six months prior to the three in which deficiencies must not be registered;
1.7.1.4. Not be affected by economic or financial problems;
1.7.1.5. Not have been applied, during the last twelve months, sanctions for the
commission of infractions provided for in articles 1 of Law 19.359 or 5 of Law 18.924, with the exception of: warnings, reprimands or fines whose amounts do not exceed 20% of the maximum amount provided as a sanction in the pertinent norms not corresponding to the minimum financial responsibility established for the class and location of the entity in question;
1.7.1.6. Not have noticed the use of irregular procedures in the compliance with norms, instructions or recommendations of the Central Bank, and
1.7.1.7. Have passed one year since the enabling of the pertinent entities and a Central Bank inspection has occurred.
1.7.1.8. Not have branches pending enabling nor requests under consideration by the Central
Bank.
1.7.2. Information to be provided with authorization requests.
The Central Bank does not process authorization requests that are not presented in full compliance with the following provisions, a circumstance that must be brought to the knowledge of the respective entities.
1.7.2.1. Name of the city, locality or zone where the branch is projected to be installed.
1.7.2.2. Category of the branch.
1.7.3. Conditions to which enabling is subject.
1.7.3.1. On the date of enabling, have totally integrated the minimum financial responsibility required for its class and category and comply with the requirements established in points 1.7.1.2. and 1.7.1.4., circumstances that must be stated
with the character of sworn declaration in the pertinent communication of opening of the branch.
1.7.3.2. The branch must be enabled for public service, in an appropriate premises
that meets the necessary security conditions, within six months counting from the date of the authorization resolution.
1.7.3.3. All provisions relating to the enabling of branches must be
fulfilled with an advance of no less than 30 (thirty) calendar days to the deadline established for their opening, notifying such circumstance to the Central Bank with equal advance.
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XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation. (Continuation). RUNOR - 1
1.7.4. Extension of the deadline fixed for enabling.
If the branch is not opened within the term fixed in point 1.7.3.2. and the entity maintains the intention to carry out the initiative, it must present, before the expiration of said deadline, a new authorization request in the manner provided for in point 1.7.2., for which purposes it must meet the requirements established in point 1.7.1. Once that new request is filed and authorization is granted by the Central Bank, the entity has a new term of 90 (ninety) days, counting from the date of the pertinent resolution, to enable the branch, prior to compliance with the remaining requirements established in point 1.7.3.
1.7.5. Disqualification to repeat authorization requests.
In cases where the Central Bank orders the filing of proceedings for non-compliance with any of the conditions established by these norms for proceeding to the enabling of the respective dependency, authorized entities may not file a new authorization request for the same market during the term of one year, counting from the expiration of the deadlines fixed.
1.7.6. Inquiry on branches pending opening.
At the request of interested entities, submitted in writing, the Central Bank informs them of the list of branches pending opening, according to the requests authorized in compliance with these norms.
1.7.7. Relocation of houses.
1.7.7.1. Entities may relocate their houses within the same market in which
these operate, prior notice sent to the Central Bank with an advance of, at least, 15 (fifteen) calendar days from the date of the pertinent enabling.
1.7.7.2. Any change of location that means relocating the respective house to another jurisdiction is considered as closing of the dependency and enabling of a
new one, so the provisions of points 1.11. and 1.7.1. to 1.7.5. apply respectively.
1.7.8. Change of category of the branch.
Changes of category of branches must be communicated to the Central Bank with an advance of, at least, 5 (five) calendar days, indicating the date on which they will occur.
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XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation. (Continuation). RUNOR - 1
1.7.9. Request to install branch of exchange houses. Form 2906 A.

BANCO CENTRAL DE LA REPUBLICA ARGENTINA
Manager of Authorization of
Financial Entities

NOTICE TO INSTALL BRANCH
OF EXCHANGE HOUSES

Entity: Class :
(1)
BRANCH TO BE INSTALLED
Category of the branch:
Location(2)
Street : No.
City – locality : Postal Code : F.C.:
Neighborhood – sector :
District – department: Province :

COMPLIANCE WITH THE NORMS OF CIRCULAR RUNOR – I. Chapter XVI This society is in compliance with the provisions of points 1.7.1.1 to 1.7.1.7 of the cited regulation, which determine the conditions that must be met to enable branches. The enabling of the branch referred to in this notice will be carried out in compliance with the conditions established in point
1.7.3. of said Circular.

Other information (3)

Place and Date Authorized Signatures

(1) – Reserved for the Central Bank of the Republic Argentina.
(2) - A map with indication of the location of the branch will be attached.
(3) Will include: a) Data required by the pertinent regulation that have not been included in the previous sections. b) Any Other information that is judged of interest for the purposes of a better consideration of the indicative. Form. 2906 A. – ( IV 82 ) The provision of this form must be requested via formula 137.
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1.8. Location.
1.8.1. Foreign Exchange Houses and Agencies must conduct their activities in street-level premises or located in commercial galleries, functionally independent of other companies, with an adequate security device.
1.8.2. Foreign Exchange Offices are installed in the concierge or reception of hotels.
1.9. Advertising.
In advertising and documentation, inaccurate, misleading, or improper offers or references may not be included, nor may the support or guarantee of operations by the Central Bank be invoked.
1.10. Other conditions.
1.10.1. The following constitute other operating conditions for Foreign Exchange Houses, Agencies, and Offices:
1.10.1.1. Comply with resolutions, provisions, and instructions of the Central Bank, regardless of the means used (circulars, communications, telephone memos, notes, etc.);
1.10.1.2. Maintain an operational level no lower than the minimum established by the Central Bank;
1.10.1.3. Operate on the days and during the hours determined by the Central Bank;
1.10.1.4. Clearly and visibly display, on blackboards authorized for this purpose, the exchange rates of foreign currencies;
1.10.1.5. Prepare a receipt for each operation performed and deliver a copy to the client;
1.10.1.6. In addition to the accounting books required by the Commercial Code, keep the following, stamped in the Public Registry of the corresponding place:
1.10.1.6.1. Purchase of foreign coins and banknotes, minted gold and bars of "good delivery";
1.10.1.6.2. Sale of foreign coins and banknotes, minted gold and bars of "good delivery";
1.10.1.6.3. Purchase of foreign exchange;
1.10.1.6.4. Sale of foreign exchange.
1.10.1.7. Keep the indicated records up to date and in accordance with the prescriptions of the Commercial Code and properly organize the documentation related to exchange operations. All these elements must remain in the authorized premises, available to the Central Bank;
1.10.1.8. Send to the Central Bank the financial statements and other established information, in the form and deadlines determined;
1.10.1.9. Request prior authorization from the Central Bank to modify corporate contracts and bylaws;
1.10.1.10. Make the following communications to the Central Bank:
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1.10.1.10.1. Within 5 (five) business days thereafter, the modifications that occur in the Board of Directors, Auditing Committee, or senior management of the entities, accompanying the information referred to in point 1.1.2.7.;
1.10.1.10.2. With 15 (fifteen) business days' advance notice, changes of domicile or the transformation of premises to the extent that it may affect their security conditions;
1.10.1.10.3. On the day the decision is adopted, the temporary suspension of exchange activities.
1.11. Closing of houses.
Entities may decide on their closure or that of their subsidiaries, prior notice having been sent to the Central Bank with an advance of not less than three months and one month, respectively.
1.12. Applicable legal provisions (constitution, shareholding regime, etc.).
1.12.1. The basic provisions are Law 18.924 and its Regulatory Decree No. 62/71 (modified by Decree No. 427/79), which are transcribed below:
1.12.1.1. Law 18.924
Buenos Aires, January 22, 1971
Most Excellent Mr. President of the Nation:
I have the honor to submit to the consideration of the Most Excellent Mr. President of the Nation the attached bill of law, by which DECREES 84.651/41 and 3.214/43, regulatory of the operation of Foreign Exchange Houses and Agencies, are replaced. The proposed replacement has the following objectives:

• To modernize provisions that show considerable age and that require, in many of their aspects, an indispensable update to adapt them to the new circumstances that exist in the matter;
• To give the system greater elasticity by contemplating the installation of exchange offices that would operate in hotels located in international tourism zones or that receive tourists from abroad, which would contribute to giving greater seriousness to the business of buying and selling currency in these centers and, consequently, better service in the demand for exchange;
• To institute a regime of disqualifications and sanctions with the purpose of coordinating it with the current one for the generality of financial entities.
  Finally, it is clarified that in the preparation of the new legal instrument, Article 6th of DECREE-LAW No. 4.611/58 served as a precedent insofar as it establishes that "The CENTRAL BANK corresponds to the granting and cancellation of registrations or authorizations to operate in exchange." ---oOo--- In exercise of the powers conferred by Article 5th of the Statute of the Argentine Revolution, THE PRESIDENT OF THE ARGENTINE NATION SANCTIONS AND PROMULGATES WITH THE FORCE OF LAW:
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ARTICLE 1st – No person may engage in the business of buying and selling foreign coins and banknotes, minted gold, traveler's checks, drafts, transfers, or analogous operations in foreign exchange, without prior authorization from the CENTRAL BANK OF THE ARGENTINE REPUBLIC to act as a FOREIGN EXCHANGE HOUSE, FOREIGN EXCHANGE AGENCY, or FOREIGN EXCHANGE OFFICE.
ARTICLE 2nd - The regulation to be issued will establish:
a) Operations that may be carried out in each case according to the nature of the quotation conferred and their operational limits; b) Requirements for authorization requests and solvency and responsibility conditions of applicants; c) Minimum capital, guarantees to be required, regime of incompatibilities with other activities, obligations, and necessary requirements; d) Books, documentation, and records that FOREIGN EXCHANGE HOUSES, FOREIGN EXCHANGE AGENCIES, or FOREIGN EXCHANGE OFFICES must keep, informative obligations, and inspections to which they will be subject; e) Causes for revocation of the conferred authorization.
ARTICLE 3rd - THE CENTRAL BANK OF THE ARGENTINE REPUBLIC will be the enforcement authority of this law and its regulations. THE NATIONAL EXECUTIVE POWER will establish the regulatory powers of THE CENTRAL BANK OF THE ARGENTINE REPUBLIC in the matter.
ARTICLE 4th - The following may not serve as promoters, holders, directors, administrators, trustees, liquidators, managers, or agents of the entities governed by this law:
a) Those who have been sanctioned by competent authority for violations of the exchange regime, according to the gravity of the offense and the time elapsed since the application of the penalty, a circumstance that THE CENTRAL BANK OF THE ARGENTINE REPUBLIC will weigh in each case; b) Those convicted of crimes against property, against public administration, or against public faith; c) Those convicted of crimes committed in the constitution, operation, and liquidation of financial or exchange entities; d) Those convicted with the accessory of disqualification to hold public office, until another time equal to double the disqualification has elapsed; e) Those convicted of other common crimes, excluding negligent crimes, with penalties of deprivation of liberty or disqualification, until another time equal to double the sentence has elapsed; f) Those who are subject to preventive detention for the crimes listed in the preceding paragraphs, until their definitive dismissal; g) Those declared bankrupt due to fraudulent or culpable bankruptcy; h) Other bankrupts and those under bankruptcy proceedings until five years after their rehabilitation; i) Debtors in default with financial entities; j) Those disqualified from using bank current accounts and issuing checks, until one year after their rehabilitation;
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XVI – Casas, Agencias, Oficinas y Corredores de Cambio. Autorización y condiciones para funcionar. (Continuación). RUNOR - 1 k) Those disqualified by application of Article 35 paragraph d) of Law No. 18.061 and 5th of this law, while their sanction lasts; l) Those who, by competent authority, have been declared responsible for irregularities in the government and administration of financial entities, foreign exchange houses, foreign exchange agencies, or foreign exchange offices.
ARTICLE 5th - Without prejudice to the trial of exchange infractions by the competent judicial authority, THE CENTRAL BANK OF THE ARGENTINE REPUBLIC will conduct preventive inquiries and adopt the precautionary measures corresponding according to the powers granted by current regulations. Likewise, it may request judicial authorities to impose seizures, injunctions, or other patrimonial safeguards.
When violations of administrative norms and regulations are proven, the sanctions provided for in Article 35 of Law No. 18.061 must be applied. These sanctions will be imposed by the President of THE CENTRAL BANK OF THE ARGENTINE REPUBLIC, prior to an inquiry that will be conducted in all cases, in which the right of defense will be ensured, and will be appealable before the National Chamber of Appeals in Federal and Administrative Litigation of the Federal Capital, as determined in the same article. The form, deadline, and other conditions of the appeal will be governed by the provisions of Article 36 of Law No. 18.061.
ARTICLE 6th - The provisions contained in this law do not extend to financial entities authorized to operate in exchange.
ARTICLE 7th - DECREES numbers 84651/41 and 3214/43 are repealed.
1.12.1.2. DECREE No. 62/71
Buenos Aires, January 22, 1971.
HAVING VIEWED the provisions of Law No. 18.924 regulating the operation of Foreign Exchange Houses, Foreign Exchange Agencies, and Foreign Exchange Offices, and CONSIDERING:
The need to issue the corresponding regulatory norms.
Therefore,
THE PRESIDENT OF THE ARGENTINE NATION
DECREES:
ARTICLE 1st - THE CENTRAL BANK OF THE ARGENTINE REPUBLIC will have the authorization for the operation of Foreign Exchange Houses, Foreign Exchange Agencies, and Foreign Exchange Offices.
ARTICLE 2nd - Within the powers and limits established in each case by THE CENTRAL BANK OF THE ARGENTINE REPUBLIC, the entities referred to in Article 1st may carry out the following operations:
a) Foreign Exchange Houses
Purchase and sale of foreign coins and banknotes, minted gold and bars of good delivery, and purchase, sale, or issuance of checks, postal, telegraphic, or telephone transfers, postal orders, drafts, and traveler's checks, in foreign exchange.
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XVI – Casas, Agencias, Oficinas y Corredores de Cambio. Autorización y condiciones para funcionar. (Continuación). RUNOR - 1 b) Foreign Exchange Agencies Purchase and sale of foreign coins and banknotes, minted gold and bars of good delivery, and purchase of traveler's checks in foreign exchange. The acquired traveler's checks must be sold to institutions or houses authorized to operate in exchange. c) Foreign Exchange Offices. Purchase of coins, banknotes, and traveler's checks in foreign exchange, which must be sold only to institutions and houses authorized to operate in exchange. Without prejudice to this, THE CENTRAL BANK OF THE ARGENTINE REPUBLIC may suspend the carrying out of any of the aforementioned operations by the entities included in this decree.
ARTICLE 3rd - It is prohibited to Foreign Exchange Houses and Foreign Exchange Agencies:
a) The carrying out of term operations and exchange swaps, as well as those related to exports and imports, opening of simple and documentary credits, mediation between the supply and demand of financial resources, acceptance of deposits, and granting of loans, guarantees, and other guarantees in national or foreign currency. b) Exploiting commercial, industrial, agricultural, or other types of businesses. c) Purchasing real estate that is not for own use. d) Constituting liens on their assets without prior authorization from THE CENTRAL BANK OF THE ARGENTINE REPUBLIC. e) Making investments in shares and obligations of entities supervised by THE CENTRAL BANK OF THE ARGENTINE REPUBLIC. Exceptions to the prohibitions established above are: i) Activities related to tourism and ticket sales. ii) Participating in public offers of securities subject to pertinent legal provisions.
ARTICLE 4th - (See Decree No. 427/79, in point 1.12.1.3.).
ARTICLE 5th - THE CENTRAL BANK OF THE ARGENTINE REPUBLIC must issue norms aimed at ensuring that the entities included in this decree maintain an adequate degree of solvency and liquidity, being able to determine minimum capitals, ratios between them and their commitments, reserves, guarantees that may be granted and ways to constitute them, and regimes for their investments.
ARTICLE 6th - THE CENTRAL BANK OF THE ARGENTINE REPUBLIC will establish the obligations to which Foreign Exchange Houses, Foreign Exchange Agencies, and Foreign Exchange Offices will be subject in matters of accounting, information supply, powers, and requirements to be met by their administrators and managers, advertising, public service hours, change of domicile, opening and closing of branches and representations, and any other aspect related to their operation.
ARTICLE 7th - THE CENTRAL BANK OF THE ARGENTINE REPUBLIC may revoke the authorization to the entities included in this decree when they cease to fulfill the purpose taken into account when granting it. This power may also be exercised with respect to their branches or representations.
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XVI – Casas, Agencias, Oficinas y Corredores de Cambio. Autorización y condiciones para funcionar. (Continuación). RUNOR - 1
ARTICLE 8th - Foreign Exchange Houses, Foreign Exchange Agencies, and Foreign Exchange Offices are subject to inspection by THE CENTRAL BANK OF THE ARGENTINE REPUBLIC when it deems it convenient. To this effect, they are obliged to present the books, records, documents, and other elements requested of them and to provide the information that authorized intervening personnel request from them.
ARTICLE 9th - In case of refusal to allow inspection, omission in the supply of information, or when the nature of the committed irregularities makes it advisable, THE CENTRAL BANK OF THE ARGENTINE REPUBLIC may dispose, as a precautionary measure, the temporary suspension to act as a Foreign Exchange House, Foreign Exchange Agency, or Foreign Exchange Office, without prejudice to other sanctions that may be imposed.
ARTICLE 10th - Authorized Foreign Exchange Houses and Foreign Exchange Agencies must adjust their operation to the conditions established in this decree, within the term established by THE CENTRAL BANK OF THE ARGENTINE REPUBLIC.
1.12.1.3. DECREE No. 427/79
Buenos Aires, February 16, 1979.
HAVING VIEWED Law No. 18.924 regulating the operation of Foreign Exchange Houses, Foreign Exchange Agencies, and Foreign Exchange Offices, and CONSIDERING:
That it is necessary to issue regulatory norms in order to preserve the identity of shareholders with voting rights in Foreign Exchange Houses and Foreign Exchange Agencies, as well as to achieve adequate individualization of the assets affected by the latter to their specific activity. That Article 3rd of Law No. 18.924 establishes that THE CENTRAL BANK OF THE ARGENTINE REPUBLIC is the enforcement authority of said law and its regulations, and that the Executive Power must establish the regulatory powers of said Agency in the matter. Therefore, THE PRESIDENT OF THE ARGENTINE NATION DECREES:
ARTICLE 1st - Article 4th of Decree No. 62 of January 22, 1971, is modified, which shall be drafted as follows:
"ARTICLE 4th - Foreign Exchange Houses must be constituted as anonymous societies. Foreign Exchange Agencies may adopt that type of society or be constituted as limited partnerships by shares or limited liability companies. The voting shares of entities that have the legal form of an anonymous society or limited partnership by shares shall be registered. The directors, administrators, members of the supervisory boards, and trustees of entities constituted as anonymous societies or limited partnerships by shares must inform without delay about any negotiation of shares or capital parts, or any other circumstance capable of producing changes in the respective shareholder groups. The same obligation shall apply to the managers of limited liability companies and to the sellers and buyers of shares or social quotas. THE CENTRAL BANK OF THE ARGENTINE REPUBLIC will consider the opportunity and convenience of these modifications, being empowered to deny their approval. The authorization to operate may be revoked when fundamental changes occur in the basic conditions that were taken into account to grant it. Regarding responsible persons, the sanctions of Article 41 of Law No. 21.526 shall apply. Likewise, THE CENTRAL BANK OF THE ARGENTINE REPUBLIC will determine the remaining requirements to which applications to operate as Foreign Exchange Houses, Foreign Exchange Agencies, or Foreign Exchange Offices will be subject."
ARTICLE 2nd - Communicate, publish, send to the National Directorate of the Official Registry, and file.
1.12.2. Information regime.
1.12.2.1. Movement to the master shareholder file.
Without prejudice to the information referred to in point 1.12.1.3., entities must integrate form 3867 with data as of December 31 of each year and send it to THE CENTRAL BANK OF THE ARGENTINE REPUBLIC within 30 days following.
1.12.2.2. Instructions for integrating form 3867.
1.12.2.2.1. Entities that must integrate the form:

• Foreign Exchange Houses and Agencies:
  They will list their shareholders who own 2% or more of the capital or votes. The remaining shareholders will be recorded in a grouped manner, indicating the number of participants and the sum of those participations. The total of data provided individually and collectively in the described manner must sum to 100% of the capital and votes.
• Corporate shareholders of foreign exchange houses and agencies: Societies that control or participate in the control of the entities by holding a majority of shares or votes or through the action of directors representing them must provide the detail of their shareholders up to reaching 70% or more of their own capital and votes. The same opening applies when it concerns a controlling society of the foreign exchange house or agency, and the same and successive procedure until reaching the physical persons who are the majority holders.
  Such controlling societies, or those participating in the direction of the entities, must identify all their foreign shareholders, both physical persons residing abroad and corporate entities with foreign capital with residence locally or abroad.
  9.12.83 15

XVI – Casas, Agencias, Oficinas y Corredores de Cambio. Autorización y condiciones para funcionar. (Continuación). RUNOR - 1
1.12.2.2.2. Entity code:
The number of the Registry of Foreign Exchange Houses, Agencies, and Offices assigned by the Central Bank must be registered in all forms to be sent.
1.12.2.2.3. Information to:
The date to which the reported data correspond must be registered.
1.12.2.2.4. Sheet of:
Following "Sheet," the sequence number of each sheet must be placed; following "of," the total number of sheets composing the information.
1.12.2.2.5. Entity:
Name of the exchange entity to which the requested information corresponds and, in the upper box, the subscribed capital and number of shares and votes that this capital comprises.
1.12.2.2.6. Corporate Shareholder:
When applicable (see 1.12.2.2.1.), the name of the corporate entity that is a shareholder of the exchange entity must be registered.
At least one form must be integrated for each corporate shareholder, and the required information must refer to the shareholders of said corporate entity (including subscribed capital and number of shares and votes). When form 3867 is integrated with data from the exchange entity, the corporate person code field (see 1.12.2.2.7.) must necessarily be filled with zeros.
1.12.2.2.7. Code (spaces 11 to 25):
The income tax number corresponding to the corporate shareholder will be inscribed, eliminating the dots and dashes that compose said number. For example: the taxpayer number 896.724.006-7, will be transcribed: 8967240067. In the first two spaces of this item (in positions 11 and 12), IG must be indicated.
1.12.2.2.8. Date of Registration:
The date of entry as a shareholder of the corporate shareholder will be indicated, with year, month, day.
1.122.2.9. Date of De-registration:
In the information subsequent to the first one produced, the date of disassociation of the corporate shareholder will be indicated: year, month, day. In this case, the sheet must not be integrated with the shareholder opening.
9.12.83 16

B.C.R.A.
XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation. (Continuation). RUNOR - 1
1.12.2.2.10. Identification:
Type and number: The identification of natural persons must be carried out by indicating the type of identity document of the shareholder and the relevant number.
Regarding the type of document, the corresponding abbreviation must be noted (D.N.I., L.E., L.C., or C.I., presuming in the case of C.I. that it was issued by the Federal Police; if this is not the case, the issuing authority must be clarified on the back, leaving the "Type" column blank). With respect to legal entities registered with the General Tax Directorate

• Income Tax - the abbreviation I.G. and its corresponding
  number must be noted.
  In the case of shareholders who cannot be identified in the prescribed forms, the first and last name or the name of the company, as applicable, and the type and number of documentation or registration on file with the exchange entity must be recorded on the back. In all cases, D.G.I. identification numbers will be noted by removing the dots and hyphens they may contain, in accordance with what is indicated in point 1.12.2.2.7.
  1.12.2.2.11. Date of Registration:
  The date of entry as a shareholder must be recorded.
  1.12.2.2.12. Shareholder Name:
  The surname and name of the shareholder or corporate name must be recorded.
  Conventional abbreviations may be used: "S.R.L.", "S.A.", etc.
  1.12.2.2.13. A.D.
  Do not fill in.
  1.12.2.2.14. Nationality:
  The nationality of the shareholder must be recorded according to the following code:
  A= Argentine
  E= Foreign
  1.12.2.2.15. Domicile - Country:
  The place of residence must be recorded according to the code established in point 1.12.2.2.24.
  1.12.2.2.16. Shareholding:
  Capital % and Votes %: The percentage of capital and votes with which the shareholder participates in the entity relative to the total declared on the same form, the total of which must sum to 100%, must be recorded with two decimal places.
  9.12.83 17

XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation. (Continuation). RUNOR - 1
1.12.2.2.17. Economic Group:
Do not fill in.
1.12.2.2.18. Date of De-registration:

• In the first information produced by the entity, this concept will not apply.
• In subsequent information, the date on which a shareholder
  disassociates from the entity or the legal entity shareholder must be recorded. In case of new registrations, complete with zeros.
  1.12.2.2.19. C.M.:
  The values this field can assume are the following:
  2: New Registration
  1: De-registration
  3: Modification
  For the first information, all will be integrated with 2.
  1.12.2.2.20. Other Shareholders:
  At the end of the detail of included shareholders, the remaining minority shareholders will be grouped under "Shareholder Name" as "Other Shareholders" (the quantity must be recorded), recording in the "Type" column (of the "Identification" item) the Code "DA". In the "Number" column, all spaces must be integrated with "8". In "Date of Registration" and "Domicile - Country", the spaces will be integrated with "0". The "Nationality" column will be left blank.
  1.12.2.2.21. Unidentified Shareholders:
  Following "Other Shareholders", the unidentified shareholders will be grouped under "Shareholder Name" as "Unidentified Shareholders", recording in the "Type" column (of the "Identification" item) the code "ANI". In the "Number" column, all spaces must be integrated with "9". In "Date of Registration" and "Domicile-Country", the spaces will be integrated with "0". The "Nationality" column will be left blank.
  1.12.2.2.22. Other Indications:
  This form must be integrated in duplicate by machine or in block letters, in ink or with a ballpoint pen.
  The original will be sent to the Department of Entity Authorization and the duplicate must be archived in the head office of each entity.
  Numeric data will be integrated from right to left and free spaces with zeros. These data correspond to the columns
  9.12.83 18

B.C.R.A.
XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation. (Continuation). RUNOR - 1 "Number", dates of registration and dates of de-registration and "Shareholding". Alphabetic data must be integrated from left to right leaving a space between names. One space will be used for each letter and one for each dot. When a dot is recorded, one can continue without leaving a blank space. These data correspond to the columns: Type and Shareholder Names. Special characters such as quotes, asterisks, hyphens, etc. must not be entered in the alphabetic fields. Dots may be recorded, but only in cases where they refer to abbreviations (e.g.: S.R.L. or S.A.).
9.12.83 19

XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation. (Continuation). RUNOR - 1
1.12.2.2.23. Form 3867
9.12.83 20

B.C.R.A.
XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation. (Continuation). RUNOR - 1
1.12.2.2.24. Country Code
Afghanistan, Republic of... 065 Egypt, Arab Republic of.... 057
Albania, People's Republic of............ 052 El Salvador, Republic of...... 058
Germany, Federal Republic of ........ 003 United Arab Emirates......... 153
Democratic Germany (German Democratic Republic)............................
025 Spain (Spanish States).. 009
Upper Volta, Republic of .......... 100 United States of America.... 002
Andorra, Principality of ............ 101 Socialist Ethiopia..................... 059
Angola, People's Republic of... 164 Fiji............................................ 186
Arab Syria (Republic)............. 035 Philippines, Republic of............. 085
Saudi Arabia, Kingdom of............ 053 Finland, Republic of............ 037
Algeria (Algerian Democratic and Popular Republic)
...........................
102 France (French Republic).. 004
Argentina (Argentine Republic)..... 080 Gabonese (Republic )............ 114
Australia, Commonwealth of ................ 021 Gambia..................................... 154
Austria, Republic of ..................... 013 Ghana, Republic of................ 115
Bahamas, Commonwealth of the ......... 048 Greece (Hellenic Republic)..... 038
Bahrain, State of ......................... 149 Grenada.................................... 162
Bangladesh, People's Republic of 165 Guatemala, Republic of............ 061
Barbados............................... 150 Guyana, Cooperative Republic of. 097
Belgium, Kingdom of ................... 006 Guinea Bissau............................. 092
Benin, People's Republic of ...... 113 Equatorial Guinea, Republic of... 155
Bhutan........................................ 073 Guinea, Republic of ................... 116
Burma, Union of the Socialist Republic of 089 Haiti, Republic of....................... 062
Bolivia, Republic of ................. 041 Honduras, Republic of............... 063
Botswana, Republic of ............ 151 Hong Kong.................................... 183
Brazil, Federative Republic of... 012 Hungary, People's Republic of..... 034
Brunei.......................................... 174 India, Republic of the................... 020
Bulgaria, People's Republic of.... 045 Indonesia, Republic of............... 090
Burundi, Republic of…………… 104 Iraq, Republic of........................ 086
Cape Verde, Republic of............ 172 Iran, Islamic Republic of......... 036
Cameroon, United Republic of..... 106 Ireland, Republic of................... 024
Canada.......................................... 017 Iceland......................................... 018
Central African Republic............. 107 Israel, State of.......................... 039
Colombia, Republic of................. 054 Italy (Italian Republic).............. 007
Comoros........................................ 184 Jamaica........................................ 117
Congo, People's Republic of....... 152 Japan, Empire of........................ 019
Korea, People's Republic of......... 044 Jordan, Hashemite Kingdom of..... 118
Ivory Coast, Republic of................. 110 Democratic Kampuchea……… 105
Costa Rica, Republic of............... 055 Kenya, Republic of...................... 119
Cuba, Republic of........................ 051 Kuwait, State of......................... 120
Chad, Republic of........................ 111 Lesotho, Kingdom of......................... 166
Czechoslovakia, Socialist Republic of 014 Lebanon (Republic).................. 032
Chile, Republic of.............. 011 Liberia, Republic of.................. 064
China, People's Republic of............. 083 Libya (The Jamahiriya Arab Libyan Popular
Socialist)..................
122
Cyprus, Republic of........... 112 Liechtenstein, Principality of........ 123
Denmark, Kingdom of........... 015 Luxembourg, Grand Duchy of..... 043
Djibouti, Republic of.......... 185 Madagascar, Democratic Republic of.. 124
Dominica.............................. 163 Malaysia, Federation of................ 156
Dominican (Republic)...... 076
Ecuador, Republic of........ 047
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XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation. (Continuation). RUNOR - 1
Malawi (Republic)...........................… 157 Holy See........................................................ 078
Maldives, Republic of.....…................ 167 Sao Tome and Principe, Democratic Republic
of......................................................................
179
Mali, Republic of............…................ 125 Saint Vincent and the Grenadines............................ 170
Malta, Republic of.............................. 168 Senegal, Republic of...................................... 136
Malta (Sovereign Military Order of)....... 171 Seychelles......................................................... 188
Morocco, Kingdom of............................ 126 Sierra Leone, Republic of............................... 137
Mauritius, Independent State of...... 158 Singapore, Republic of..................................... 182
Mauritania, Islamic Republic of........ 127 Somalia, Democratic Republic of.................. 094
Mexico (United Mexican States)... 033 Sri Lanka, Democratic Socialist Republic of. 088
Monaco, Principality of......................... 129 South Africa, Republic of..................................... 023
Mongolia, People's Republic of........... 128 Sudan, Democratic Republic of.................... 138
Mozambique, Republic of.................. 187 Sweden, Kingdom of................................................ 027
Nauru................................................... 177 Switzerland (Swiss Confederation).............................. 005
Nepal, Kingdom of................................... 130 Suriname, Republic of....................................... 199
Nicaragua, Republic of...................... 067 Swaziland, Kingdom of........................................ 180
Niger, Republic of............................. 131 Taiwan............................................................... 056
Nigeria, Federal Republic of.............. 132 Tanzania, United Republic of........................... 161
Norway, Kingdom of............................... 028 Thailand, Kingdom of............................................ 140
New Caledonia.................................. 175 Togo, Republic............................................ 141
New Zealand, Commonwealth of............ 022 Tonga................................................................. 181
New Hebrides.................................. 096 Trinidad and Tobago, Republic of....................... 142
Oman, Sultanate of............................ 159 Tunisia (Republic)......................................... 143
Netherlands, Kingdom of the................... 008 Turkey, Republic of..............…...................... 046
Pakistan, Islamic Republic of........... 042 Uganda......................................….................... 144
Panama, Republic of......................... 068 Union of Soviet Socialist Republics....... 040
Papua, New Guinea.......................... 169 Uruguay, Oriental Republic of........................ 010
Paraguay, Republic of....................... 069 Venezuela, Republic of................................... 079
Peru (Peruvian Republic).................... 026 Vietnam, Socialist Republic of....................... 145
Poland, People's Republic of............. 030 Yemen, Arab Republic of.............................. 147
Portugal (Portuguese Republic)......... 016 Yemen, Democratic and Popular Republic of.... 148
Puerto Rico.......................................... 066 Yugoslavia, Socialist Federal Republic of. 029
Qatar, State of................................. 160 Zaire, Republic of........................................... 108
United Kingdom of Great Britain and Northern
Ireland..............................................
001 Zambia, Republic of........................................ 109
Rwanda, Republic of......................... 133 Zimbabwe............................................................ 176
Romania, Socialist Republic of........ 031
Solomon (Islands).................................... 173
San Marino, Most Serene Republic of. 135
Saint Lucia, Republic of................... 178
9.12.83 22

B.C.R.A.
XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation. (Continuation). RUNOR - 1
1.13. Operations that may be performed.
1.13.1. Exchange Houses.
1.13.1.1. Purchase and sale of foreign currency and banknotes;
1.13.1.2. Purchase, sale and issuance of checks; postal, telegraphic and telephone transfers; postal orders, drafts and traveler's checks, in foreign currency;
1.13.1.3. Purchase and sale of minted gold and "good delivery" bars;
1.13.1.4. Entry and exit from the country of foreign banknotes and minted gold and "good delivery" bars;
1.13.1.5. To intervene in the negotiation of "External Bonds";
1.13.1.6. Arbitrage with residents.
1.13.2. Exchange Agencies.
1.13.2.1. Purchase and sale of foreign currencies and banknotes;
1.13.2.2. Purchase of traveler's checks, which must be sold only to financial entities authorized to operate in exchanges;
1.13.2.3. Purchase and sale of minted gold and "good delivery" bars. (For the
attention of their operations, they must apply, exclusively, local holdings resulting from transactions carried out with their clients, with financial entities authorized to operate in exchanges and with Exchange Houses and Agencies).
1.13.3. Exchange Offices.
Purchase of currencies, banknotes and traveler's checks in foreign exchange. (These values must be sold only to institutions authorized to operate in exchanges and Exchange Houses).
1.14. Certification of the Balance Sheet and Income Statement. Minimum requirements:
The certification of the balance sheet and income statement of exchange houses and agencies by a professional registered in the roll of public accountants of the respective jurisdiction, countersigned by the respective Professional Council, implies conformity in that legal provisions, norms and instructions of the Central Bank have been complied with, among which the following aspects are especially mentioned:
1.14.1. That the capital covers the minimum amount required by current norms.
1.14.2. That no infringements of what is prescribed by Article 3 of Decree No. 62/71 arise from the operations recorded in the accounting.
1.14.3. That the accounting revaluation has been carried out in accordance with the provisions of Decree-Law
No. 19.742/72 and its regulations.
1.14.4. The normal amortizations carried out on assets subject to depreciation.
1.14.5. That the amortizations corresponding to revalued assets were carried out in accordance with what is established in Decree-Law No. 19.742/72.
1.14.6. The correct imputation of provisions and/or estimates constituted, derecognized and/or applied, in accordance with the normatively valid procedure, for the purposes
of their fair incidence in the results of the fiscal year.
1.14.7. That provisions and/or estimates have not been derecognized without the causes that motivated their constitution having disappeared.
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XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation. (Continuation). RUNOR - 1
1.14.8. That reserves originally created for the financing of assets have not been transferred to profits.
1.14.9. That it has been provided to allocate to the legal reserve the percentage of profits established
by current norms and that the draft distribution thereof complies with what is provided by the statute or charter and legal provisions.
1.14.10. That the expressions contained in the draft report reflect the real economic-financial and results situation of the entity, adjusting its numerical part to
the figures exposed in the different tables that integrate the closing documentation of the fiscal year.
The certifying accountant may add any other opinion, qualification or note that he considers necessary to satisfy the requirements that may be made by the bodies that regulate the exercise of his profession and provided that this does not distort the minimum requirements fixed by this Central Bank.
1.15. Text of the certification. "I certify that the statements preceding coincide with the entries in the main and auxiliary accounting of the entity as of the closing date of the fiscal year and
that the imputation and presentation of the items that integrate them has been carried out in accordance with the norms and instructions issued by the Central Bank of the Argentine Republic, as well as that they reasonably reflect the economic-financial situation and results, in accordance with the guidelines arising from said provisions. I also certify (Article 10, Decree-Law No. 17.250/67): a) Accrued debts with National Pension Funds not due in pesos;b) Accrued debts due in pesos ".
1.16. Negotiation of share packages, capital shares or social quotas of exchange houses and
agencies.
1.16.1. Directors, administrators, partners, members of supervisory boards and auditors of entities constituted under the form of a joint-stock company or limited partnership by shares, must inform without delay the Central Bank of the Argentine Republic about any negotiation of shares or capital parts, or any other circumstance capable of producing changes in the respective shareholder groups. The same obligation shall apply to the managers of limited liability companies and to the sellers and buyers of shares and social quotas. The said information
must be completed within five banking business days from the date of the first of the following acts: signing of the contract or pre-contract or delivery of the earnest money or payment on account, which cannot exceed 20% of the price. Until the Central Bank has issued its opinion on the opportunity and convenience of the proposed negotiation, the following cannot take place: the payment of the balance of the price, the delivery of the shares (capital parts or social quotas) to the acquirers or their representatives and the registration of the transfer in the shareholder register of the entity or in the Public Registry of Commerce, when applicable. What is required in this point must also be observed by legal persons that directly or indirectly control exchange houses or agencies.
1.16.2. Furthermore, when the transfers represent, individually or jointly considered in a period of six consecutive months, 5% or more of the capital or of the
votes corresponding to the society that is the holder of the exchange house or agency, they must be communicated to the Central Bank within the period provided for in point 1.16.1., although in the opinion of the entity they do not alter the capital structure.
9.12.83 24

B.C.R.A.
XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation. (Continuation). RUNOR - 1 In the cases referred to in this point, the exchange house or agency must send to the Central Bank the information mentioned in point 1.16.3.1.
1.16.3. Within a period that must not exceed 10 (ten) subsequent banking business days from the communication of the negotiation, the exchange house or agency must
send to the Central Bank the information detailed below, in accordance with the data provided by the parties involved in the operation:
1.16.3.1. General nature
1.16.3.1.1. Characteristics of the operation, indicating quantity of shares
(part of capital or social quotas), classes, votes, nominal value, value of the negotiation and payment conditions, and
1.16.3.1.2. Agreements entered into or to be formalized aimed at ceding voting rights (syndication of shares or any other type of agreement).
1.16.3.2. Natural persons in particular
1.16.3.2.1. Form 1113 for each of the acquirers with their personal data, proof of suitability and experience in exchange matters, statement of assets complete as of the day immediately preceding the
negotiation and list of financial entities with which it operates indicating in what capacity.
The statement of assets must be made analytically, attaching documentation that proves the origin and ownership of the assets declared. To this end, the following concepts will be taken as orientation:
ASSET:
a) LIQUIDITY (when it does not exceed 5% of the value of the transaction it will not be necessary to demonstrate the origin).

• IN CASH
• IN ENTITIES (with indication of the entity and character of the
  deposits).
• IN FOREIGN CURRENCY (type of currency and its equivalent in
  Argentine pesos at the closing selling exchange rate of the day for banknotes of the Bank of the Argentine Nation). b) ACCOUNTS RECEIVABLE (name of the debtor, origin of the credit, maturity, amount and guarantee). c) SECURITIES (name, quantity, nominal value, last quotation, current value). d) REAL ESTATE (location, surface area, date of acquisition, original value, estimated market value and destination - own use, rental, exploitation, etc.-). e) OTHER ASSETS (detail). LIABILITY:
  a) MORTGAGE CREDITORS (detail of the encumbered asset, name of the creditor, rank, payment method, maturity, amount).
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XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation. (Continuation). RUNOR - 1

b) CREDITORS WITH PLEDGE GUARANTEE (details of the encumbered asset, name of the creditor, payment method, due date, amount). c) DEBTS WITH FINANCIAL ENTITIES (detail entity, head office or branch, due date, amount and guarantee). d) ACCOUNTS PAYABLE (name of creditor, reason for debt, due date, amount and guarantee). e) OTHER DEBTS (detail).

DECLARATION OF RESOURCES: (corresponding to at least the last twelve months).
Net income from securities.........................................$a Net income from rentals......................................................$a Net income from leases ............................................$a Salaries (indicate employment, position, seniority).......................... $a Fees and other remuneration (detail).................................$a Other income (detail)............................................................$a

Regarding the origin of the funds used to acquire the shares (capital shares or partnership interests), if the analytical declaration of assets does not show the existence of sufficient liquid funds, a declaration closely related to the assets or income must be presented, detailing how the appropriation of the funds applied to the purchase was produced, attaching copies of the documentation justifying the realization of assets; in the case of income derived from the collection of fees, participation in profits, etc., a certification from the company that made the payment must be added. In the event that income from rent collection has been declared as resources, elements of proof of such declaration must also be provided.

Regarding the cancellation of the balance, it must be indicated how it will be faced, listing the assets to be realized or the detailed estimate of relevant monthly income and its source;

1.16.3.2.2. Photocopy of the last sworn tax return filed with the General Tax Directorate for Income Tax and Net Wealth Tax and their respective annexes.
1.16.3.2.3. Sworn declaration in form 898 A, in which the acquirer declares that they do not fall under any of the disqualifications set forth in article 4 of Law 18.924, and
1.16.3.2.4. Form 1441 in original and five photocopies for each of the acquirers with their personal data.

The information referred to in this point 1.16.3.2. may be presented by the acquirers under a closed envelope, through the exchange house or agency or directly at the Central Bank with a note addressed to the General Manager of Financial Entity Authorization.

1.16.3.3. Legal Entities.

1.16.3.3.1. Copy of the bylaws or partnership agreement with proof of its approval by the competent governmental authority and registration in the Public Commercial Registry;

1.16.3.3.2. Documentation corresponding to the last closed economic years (Report, Balance Sheet and Statement of Results, certified by a professional registered in the public accountant's registry of the respective jurisdiction);

1.16.3.3.3. Certification issued by a public accountant, stating that the company had the necessary liquidity to meet the obligations arising from the negotiated transaction and the origin of such liquidity when it did not come from sales income. In the event of having irrevocable contributions on account of future capital integrations, they must inform about the procedures carried out or to be carried out for their capitalization, and additionally, present forms 1118 corresponding to the persons who have made the contributions;

1.16.3.3.4. List of members of the Board of Directors, Administration, Management, Auditing and/or Supervisory Boards and limited partners, attaching the personal data of each of them in forms 1113 and 1441 (the latter in original and five photocopies).
Also, the list of shareholders will be provided in a sheet according to the model found in point 1.16.10., and

1.16.3.3.5. Attendance of shareholders corresponding to the last two ordinary assemblies held, provided in a sheet according to the model of point 1.16.10. Same requirement for partners attending assemblies of limited partnerships by shares.

1.16.3.4. Regarding the exchange house or agency whose shares were the subject of the transaction:

1.16.3.4.1. List of shareholders or partners (using a sheet according to the model of point 1.16.10.) corresponding to the distribution of the integrated capital before and after the transfer is finalized, and

1.16.3.4.2. Modifications to be made immediately in the Management, Auditing and/or Supervisory Board and those that will be introduced in them and in the Board of Directors (equivalent bodies in limited partnerships by shares and limited liability companies) once the term provided for in point 1.16.5. has expired, these latter being ratified with an advance of 30 calendar days to the date scheduled for their implementation. In addition, they must send their personal background and suitability and experience in exchange matters in form 1113 and personal data in form 1441 (original and five photocopies).

1.16.4. Without prejudice to the submission of all information detailed in the previous points, the Central Bank may request other data or elements of judgment that it deems necessary to complete the examination of the share transactions (capital shares or partnership interests) submitted to its consideration, for which a period of ten business days will be fixed for the interested parties. Likewise, they must be subject to inspections that may be deemed appropriate for this purpose.

1.16.5. Until the Central Bank rules on the transfer or four months have elapsed, counted from the date on which the interested party is notified that all the documentation that must be submitted pursuant to point 1.16.3. of the present chapter has been received, only modifications may be introduced in the Management, Auditing and/or Supervisory Board of the exchange house or agency, and its Board of Directors must continue in office for that period.

In limited partnerships by shares and limited liability companies, the obligation of permanence applies to the administrators and managers, respectively. If the mandate of the directors and equivalents in the other two corporate types expires before that period, the relevant legal means must be arranged to extend the respective mandates until that period is completed.

Without prejudice to this, the Central Bank may extend said period when it deems it necessary to consider the opportunity and convenience of the proposed transaction.

1.16.6. Legal entities that, on the date of signing the contract or pre-contract or delivery of the deposit or payment on account, are not regularly constituted cannot be acquirers in the negotiation of blocks of shares (capital shares or partnership interests) of exchange houses or agencies. Furthermore, in the case that such legal entities are directly or indirectly controlling those, the shares with voting rights representing their capital must be registered.

1.16.7 All negotiations of shares (capital shares or partnership interests) that must be communicated to the Central Bank in accordance with what is established in points 1.16.1. and 1.16.2. must be concluded "ad referéndum" of the approval of said Institution.
In the documents that instrument the purchase and sale, it must be stated that both parties know and consent to this regulation, and exchange houses or agencies must disseminate it among their shareholders or partners.

1.16.8. These rules will be applied by the Central Bank to cases where, by option to purchase, subscription of shares, syndication or other act, the structure of the shareholder groups is altered.

1.16.9. In the event of non-compliance with these provisions, the provisions of article 41 of Law 21.526 will be applicable to those responsible, in accordance with what is provided by article 5th., 2nd. paragraph, of Law 18.924 and regulatory decrees, without prejudice to adopting a resolution on the respective share transaction with the gathered elements of judgment.

1.16.10. Model of information.

• Anonymous societies and capital limited partnership of limited partnerships by shares.

ENTITY:................
CAPITAL:................
SHARES
CLASS .......... CLASS ............
.............VOTE ............. VOTE
Subscribed ................................. .................................................
Integrated .................................. ................................................

LIST OF SHAREHOLDERS AT ..../..../....
------------------------------------------------------------------------------------------------------------(*)

ATTENDANCE OF SHAREHOLDERS AT THE ORDINARY GENERAL ASSEMBLY HELD ON ....../....../......
Name Address Nationality Number of shares (1)
Class.... Class....
Total
Votes
Nominal value in $a (1)
Representative
(*) - Strike out what does not apply.
(1) - Include irrevocable capital contributions.

• Limited capital of limited partnerships by shares and limited liability companies.

ENTITY:................................
CAPITAL:.................................
Subscribed ................................
Integrated ................................

LIST OF SHAREHOLDERS AT ..../..../....

ATTENDANCE OF PARTNERS AT THE ASSEMBLY HELD ON ..../..../....
Name Address Nationality Number of quotas ()
Total votes
Value of each quota () in $a
Representative
(*) - Capital share in limited partnerships by shares

2. Exchange Brokers.

2.1. Definition.
An exchange broker is defined as any natural or legal person who carries out, with express authorization from the Central Bank of the Argentine Republic on behalf of third parties and with the intervention of an authorized entity, habitual intermediation between the supply and demand of foreign currency and the other services derived from its activity.

2.2. Conditions and requirements to obtain the relevant authorization:

2.2.1. Natural persons:

2.2.1.1. Be registered as a broker in the respective Public Commercial Registry.

2.2.1.2. Provide background information that, in the judgment of the Central Bank, proves suitability and experience in the exchange market.

2.2.1.3. Present a declaration of assets as a sworn declaration in form 1113, and attach the additional documentation requested by the Central Bank.

2.2.1.4. Not be affected by the disqualifications and incompatibilities established in points 2.9. and 2.10. (form 898 "A").

2.2.1.5. Constitute the guarantee referred to in point 2.6.

2.2.2. Legal persons: (exchange broker society)

2.2.2.1. Assume the legal form of a general partnership.

2.2.2.2. Present a copy of the partnership agreement with proof of its registration in the Public Commercial Registry.

2.2.2.3. Obtain prior or simultaneously, each of the partners, the individual authorization as an exchange broker.

2.3. Domicile.
Indicate where the office will be installed, indicating the existing or to be installed communication systems.

2.4. Authorization.
The agreement of the authorization is conditioned to the analysis and weighting that the Central Bank performs on the background and responsibility of the petitioner. Likewise, their knowledge about the different aspects, norms and regulations related to the activity of the exchange broker is evaluated.

2.5. Withdrawal.
Authorization requests are considered withdrawn when the applicants do not present the documentation required by the Central Bank, within 30 (thirty) days from the date they become aware of the respective communication. Failure to comply with this requirement leads to the filing of the proceedings, and no new request will be processed until 180 (one hundred eighty) days have elapsed from the date of expiration of the granted period.

2.6. Guarantees.

2.6.1. Prior to the start of activities, the exchange broker must constitute a guarantee in favor of the Central Bank of the Argentine Republic, for the amount informed by Communication "B", which responds for the compliance with the regulations governing its exercise and for the fines that may be applied for violations of the exchange regime.

Each of the components of the societies referred to in point 2.2.2. must integrate the guarantee individually without prejudice to the one, for the same amount, that falls to the legal entity.

Likewise, a guarantee equivalent to 25% of the current amount for each of the designated attorneys-in-fact must be constituted.

2.6.2. The amount of the guarantee is subject to automatic annual adjustment - on December 31 - applying for this purpose the percentage variation that occurs in that month, with respect to the same month of the previous year, in the Wholesale Price Index for Non-Agricultural Goods prepared by the National Institute of Statistics and Censuses.

2.6.3. The guarantee is deemed constituted when the Central Bank receives proof that it has been registered to its order or in its favor, as the case may be:

2.6.3.1. Cash deposit in a financial entity.

2.6.3.2. Surety bond granted by a financial entity included in Law No. 21.526.

2.6.3.3. Custody deposit, in a banking entity, of Marketable Public Debt Securities.

2.6.4. The constituted guarantees expire once 180 (one hundred eighty) days have elapsed from the date of cancellation of the authorization, unless there is a contrary judicial order or legitimate opposition from the Central Bank.

2.6.5. In cases where exchange brokers are suspended or under investigation, the surety bonds remain in effect even if the guarantors request their extinction, unless they are replaced by Public Debt Securities.

2.7. Extinction of authorizations.

2.7.1. The authorization granted to act as an exchange broker expires in the following cases:

2.7.1.1. By express decision of the authorized person, whether natural or legal.

2.7.1.2. The operational level does not reach the minimum established by the Central Bank.

2.7.1.3. The Central Bank orders it in accordance with what is provided in these rules.

2.7.1.4. By death of the authorized broker.

2.7.1.5. When the modification of the circumstances taken into account for granting it is deemed appropriate.

2.7.2. In the cases mentioned in points 2.7.1.1. and 2.7.1.4. as long as they are legal persons in which not all partners request extinction or, in their case, surviving partners exist, the authorization is maintained for a period of 60 (sixty) days, during which period the interested party or parties must decide regarding operational continuity. For this purpose, it is allowed to continue acting as a legal person with or without the designation of a new partner or in the form of individual registration or registrations.

2.7.3. Any modification of the partnership agreement, particularly the incorporation of new partners, must have the prior consent of the Central Bank.

2.7.4. The cessation of activities by decision of the authorized person must be communicated to the Central Bank with an advance of no less than 15 (fifteen) days.

2.8. Appointment of attorneys-in-fact.

2.8.1. Exchange brokers may appoint attorneys-in-fact, who must meet the requirements established in points 2.2.1.2., 2.2.1.3., 2.2.1.4. and 2.2.1.5. and pass the exam mentioned in point 2.4.

2.8.2. The power of attorney is granted by public deed and a copy of it, with proof of its registration in the Registry of Mandates -if it exists in the corresponding jurisdiction- must be sent to the Central Bank.

2.8.3. The principal and the agent are jointly and severally responsible for the non-observance of the regulations governing the exercise of the functions of exchange broker.

2.8.4. Any act of resignation or revocation of power must be communicated to the Central Bank in advance of the date on which it will be effective.

2.9. Disqualifications. Natural or legal persons affected by the disqualifications established in article 4 of Law No. 18.924 cannot serve as exchange brokers.

2.10.1. Incompatibilities. The function of exchange broker is incompatible with:

2.10.1. Being an employee, public or private, in active service.

2.10.2. Exercising elective political functions.

2.10.3. Acting as holder, director, manager, auditor or agent in entities authorized to operate in exchanges or in firms dedicated to import or export business.

2.10.4. Serving as a customs broker.

2.10.5. Being an agent of another exchange broker.

2.10.6. Acting simultaneously as an exchange broker in a personal capacity and being part of a society that develops such activities, as well as integrating different societies of exchange brokers.

2.11. Obligations.
Exchange brokers are obliged to:

2.11.1. Act with maximum efficiency in the requests made to them and in the procedures inherent to their functions.

2.11.2. Maintain the secrecy of the operations managed and of the information received for such purpose.

2.11.3. Immediately inform the principal of the result of the entrusted management, with due and complete identification of the intervening parties.

2.11.4. Perform their functions only in the authorized office. That premises, installations, telephones and switchboard cannot be shared with persons who do not have the status of partner or employee of the firm.

2.11.5. Comply with resolutions, provisions and instructions that the Central Bank brings to their knowledge, regardless of the means used.

2.11.6. Remain during exchange hours in the authorized office, unless replaced by their attorney-in-fact. In the case of a broker society, it is sufficient that one of the partners or attorneys-in-fact is present.

2.11.7. Inform the Central Bank with an advance of no less than 15 (fifteen) days:

2.11.7.1. Changes of domicile or telephone number.

2.11.7.2. Temporary suspension of their functions.

2.11.8. Update the declaration of assets established in point 2.2.1.3., whenever the Central Bank requests it.

2.11.9. Report to the Central Bank, in accordance with current provisions and immediately after being concluded, the operations in which they intervene.

2.11.10. Present to the Central Bank, within 90 (ninety) days from the date of closing of the fiscal year, the general balance sheet and its statement of results certified by a professional registered in the Public Accountant's Registry.

2.12. Prohibited operations.
Receiving funds from third parties for their own or another's account and any other operation that implies intermediation between the public supply and demand of financial resources, even if it only implies carrying out negotiations in that sense and does not have continuity.

2.13. Records.

2.13.1. Exchange brokers must adjust their records to the provisions of the Commercial Code and to the norms on the particular matter issued by the Central Bank.

2.13.2. In addition, they must keep the following books stamped by the competent authority, according to the format and characteristics established by the Central Bank:

2.13.2.1. Register of client signatures.

2.13.2.2. Register of forms received to be presented before the Central Bank.

2.13.2.3. Register of purchases and sales of foreign currency carried out through their intermediation.

2.13.3. The records, entries and other vouchers related to exchange operations must be kept up to date and with complete accuracy, preserving progressive order, without omissions, amendments or blanks. Likewise, in the documentation that must be signed, the corresponding signature or signatures must be stamped immediately after the operation in question is formalized.

2.14. Accountant.

2.14.1. The Central Bank exercises supervision over the actions of exchange brokers included in these rules, who must give access to their accounting, books, correspondence, documentation and papers to the officials designated by it to carry out the inspection or obtaining of information.

2.14.2. If the result of the audits or inspections so advises, the Central Bank may order as a precautionary measure the suspension of the authorization granted, until a definitive resolution is reached on the observed proceedings.

2.15. Stationery and advertising.

2.15.1. Business papers and advertising must contain the text "EXCHANGE BROKER AUTHORIZED BY THE CENTRAL BANK OF THE ARGENTINE REPUBLIC", following the name or corporate name of the broker and preceding the mention of the commercial address.

2.15.2. Any natural or legal person who, without being authorized, makes use of such mention will be subject to the sanctions provided for in point 2.16. of these rules, in addition to those corresponding via judicial means.

2.15.3. Exchange brokers must not use denominations that offer doubts about their nature or character. The advertising and documentation they use cannot contain inaccurate or equivocal references.

2.16. Sanctions.
Without prejudice to the application of the provisions of Laws Nos. 19.359 and 22.338 when violations of the exchange regime occur, the exchange broker who infringes the provisions of this regulation will be subject, depending on the gravity or nature of the facts, to the measures indicated below:

2.16.1. Call to attention.

2.16.2. Warning.

2.16.3. Suspension.

2.16.4. Cancellation of the authorization to act as an exchange broker.

XVI – Exchange Houses, Agencies, Offices and Brokers. Authorization and conditions for operation. (Continuation). RUNOR - 1
2.17. Formula 898 “A”.
CENTRAL BANK OF THE ARGENTINE REPUBLIC Reserved for the C.B.A.R.:
Financial Entities Authorization Department.
SWORN DECLARATION
(Law No. 18924)
I swear under oath that as [Name/Role] of the entity none of the disqualifications for performing the roles of promoter, founder, holder, director, administrator, member of the supervisory board, trustee, liquidator, manager or agent of Exchange Houses, Exchange Agencies and Exchange Offices, established in Article 4 of Law No. 18,924, are applicable to me, as detailed below:

“a) Those who have been sanctioned by the competent authority for violations of the exchange regime, according to the severity of the offense and the time elapsed since the application of the penalty, a circumstance that the CENTRAL BANK OF THE ARGENTINE REPUBLIC will weigh in each case; b) Those convicted of crimes against property, public administration, or public faith; c) Those convicted of crimes committed in the construction, operation, and liquidation of financial or exchange entities; d) Those convicted with the accessory penalty of disqualification from holding public office, until another period equal to double the disqualification has elapsed; e) Those convicted of other common crimes, excluding negligent crimes with penalties of imprisonment or disqualification, until another period equal to double the sentence has elapsed; f) Those subject to preventive detention for the crimes listed in the preceding paragraphs, until their final dismissal; g) Those declared bankrupt due to fraudulent or culpable bankruptcy; h) Those declared bankrupt and those subject to bankruptcy proceedings until five years after their rehabilitation; i) Debtors in default with financial entities; j) Those disqualified from using bank current accounts and issuing checks, until one year after their rehabilitation; k) Those disqualified under the application of Article 41, paragraph 5) of Law No. 21,526 and Article 5 of this Law, for the duration of their sanction, and l) Those who have been declared responsible for irregularities in the governance and administration of financial entities, exchange houses, exchange agencies, or exchange offices by the competent authority.”

Additional declaration for directors and managers, exclusively.
I am also not subject to the incompatibilities not foreseen in the preceding detail that, for the performance of the roles of director and manager, are determined by Article 264 of Law No. 19,550.

Additional declaration for trustees, exclusively.
I am also not subject to the incompatibilities that, for the performance of the role of trustee, are determined by Article 286, paragraphs 2 and 3 of Law No. 19,550, which refer respectively to:

• Directors, managers, and employees of the same company or of another controlled or controlling company. And
• Spouses, relatives by blood in the direct line, collateral relatives up to the fourth degree inclusive, and relatives by affinity within the second degree, of the directors and general managers.

Likewise, I assume the commitment to inform any modification that occurs in this regard, through the entity and within five business days of its occurrence.

Place and date
Clarified Signature

CERTIFICATION OF SIGNATURE
Form. 898 A
The provision of this form must be requested via Form 337.
9.12.83 6