DOMESTIC MARKET OVERVIEW

Which is the approximate percentage of participation in your market of the following investors, in terms of market capitalization:

Controlling shareholders (please, indicate the percentage of the 20 companies with major market capitalization that have, at least, one or more controlling shareholders).

Percentage of participation the controlling shareholders in the twenty (20) companies with major market o capitalization on the Caracas Stock Exchange, C.A. at the end March 2001.

Companies Controlling Shareholders

Domestic institutional investors (please, indicate the percentage of the 20 companies with major market capitalization that have, at least, one or more domestic institutional investors).

Exist only four companies with major market capitalization at the end March 2001, that have, one domestic institutional investors. They are following:

Companies Domestic institutional investors

Domestic financial institutions;

The participation of domestic financial institutions on the market of capitalization at the end march 2001 is 42,14%

Domestic non-financial institutions;

The participation of domestic non-financial institutions on the market of capitalization at the end march 2001 is 57,86%

Domestic individuals;

Information not available

Foreign investors.

Information not available

Are there any entities in your jurisdiction to promote good practices of corporate governance? If so, please briefly describe its objectives, attributions and activities, including any code of good practices for corporate governance.

The Venezuelan Securities Exchange Commission (Comisión Nacional de Valores) has, according to articles 2 and 9, paragraphs 15 and 25 of the Securities Markets Act (Ley de Mercado de Capitales), competence for promotion, regulation, surveillance and oversight of the securities market, including adoption of measures for protecting interests of investors and issuing of rules for preventing and resolving conflicts of interest. Article 125 of Capital Markets Act provides the right of groups of shareholders representing at least 20% of the stock in companies offering shares to the public for election of one representative at the Board of Directors.

Besides, Rules for Transparency of Capital Markets, promulgated on February 22, 1999, requires that companies offering shares to the public, inform about facts or situations which could have influence in market price of the shares. (art. 1) , about agreements on convertible and preferred stock (art. 8) and requires abstention of use of privileged information which could influence price of stock until this information is released, to avoid insider trading (art. 12).

Are there any special governance rules pertaining to particular types of companies –e.g., state owned companies or banks?

Collective Investement Schemes Act (Ley de Entidades de Inversiòn Colectiva) provides, in article 17, minimum standards of financial information and allows the Securities Exchange Comission (CNV) to adopt standards for avoiding conflicts of interest between the Collective Investment Scheme, the Managing Company and the Investment Committee. Besides, decisions about investment policies and payment of dividends must be accorded by the vote of 75% of the stock.

The Commercial Code provides, in article 280, a special quorum of ľ attendance at the meeting of the general assembly and a vote of at least half of the stock for deciding dissolution, prorogation, merge of the company, selling, increasing or reducing social stock or changing the business orientation of the company.

THE SHAREHOLDERS

Describe the composition and formalities of public companies’ shareholders’ meetings. Please, indicate the applicable rules, regulations and local practices. The Commercial Code and the Capital Market Law provide process and procedures of shareholders meetings.

Which are the formal requirements for the calling and celebration of shareholders’ meetings? Are there different kinds of shareholders’ meetings? The Commercial Code and the Securities Market Law provide formal requirements for calling and conducting shareholders meetings. Notice of each meeting is provided to shareholders indicating the date, agenda and place where is going to be held. Copies of the financial statements, annual report of the board of the Directors have to be available to shareholders 15 working days prior to the meeting. Background information regarding the matters included in the agenda should be available to investors in the company headquarters prior to and during the shareholders meeting. There are two different kinds of shareholder meeting: ordinary and extraordinary.

Are shareholders furnished with sufficient and timely information concerning the date, location and agenda of the meeting as well as full and timely information regarding the issues to be decided at the meeting? Yes.

Do shareholders have the right to ask the board of directors the inclusion of items in the shareholders’ meeting’s agenda? Shareholders indirectly have the opportunity to give to the Statutory Auditor of the Company items to included in the agenda for the meeting. A group of minority shareholders representing at least 20% of the capital of a company, can choose a member of the board and the respective substitute, in this case the director can included the items proposed by a shareholder in the shareholders meeting agenda.

3.1. żIs this right subject to reasonable limitations? The Securities Market Law provides to the CNV the rules to ensure a fluid and adequate communication between the board of directors and the shareholders of a company register in the National Securities Registrar.

3.2 Are there any provisions related to the ability of minor shareholders to include items in the shareholders’ meeting’s agenda? See answer 3.

Are shareholders able to request from other company’s body from the public authority the call of a shareholders’ meeting in case the board of directors does not do it? Are shareholders able to call a meeting by themselves? No. The director of the board, choosing by the minor shareholders can call for a meeting. The Statutory Auditor can call too. If the member of the board of director don’t call for a meeting when he ought to, the National Securities Commission or the Court can call a shareholder meeting, in the following cases: approval of financial statements, distribution of dividends and inappropriate management of the corporate business.

Do shareholders have the right to vote in person or in absentia? Shareholders may participate of general meetings personally or may designate a representative.

5.1. Do votes in person or in absentia have the same effects? Yes, they have same effects.

5.2 If allowed by the local regulations, which are the requirements and formalities for proxy appointment for voting in a shareholders’ meeting?

No, there is not specific regulation, though the CNV is working on it.

Do the proceedings for the celebration of the shareholders’ meetings guarantee the equitable treatment of all shareholders? Do these proceedings ensure that the cast of votes will not be unduly difficult or expensive? If the proceedings for the celebration of the shareholders meetings are accord with the Commercial Code and the Law, the equitable treatments of shareholders should be guaranteed.

Does the law provide for the issues on which the shareholders’ meeting has exclusive competence? Yes.

7.1 Does the law provide that specific topics have to be considered by different kinds of shareholders’ meetings? Yes.

7.2 If so, please indicate which are those topics and if special majorities are required for the adoption of decisions regarding those topics.

Fundamental changes have to be approved by the shareholders meeting with a special quorum and majorities. The Shareholder Meeting Ordinary: the meeting is at least one day a year. They must discussion, approved or not, the balance, financial statements of the company, distribution of dividends, nominate the members of the board; nominate the Statutory Auditor and their deputy, and other special request. The Shareholder Meeting Extraordinary, the meeting it’s when the company consider necessary, they discussion special topics.

Explain how a shareholders’ meeting exerts its oversight role in relation to the board of directors and other key executives. The shareholders meeting exerts its oversight role in relation to the board of director and other key executives by two Statutory Auditors of the company, and the regulations established in the: Commercial Code, the Capital Market Law and the statutes of the company. The functions of the Commissioner are to vigilance and inspect all the operation of the company, and this operation is made by the activity of the member of the board and the executives of the company. If the members of the board incur in bad intentions or action, the shareholders meetings exerts its oversight role.

How are shares transferred and registered? Transfer of ownership is performed by the sell of shares in the market or in the over the counter. Transfer of ownership is performed via book-entry on the accounts open in the Central Depositary (Caja Venezolana de Valores "CVV"), or in the Shareholders Registration Book held by the corporation. The accounts are maintained by the Central Depositary in the names of the shareholders so as to reflect the title of the depositors to the securities.

Is there any restriction upon voting rights based on formalities –e.g. lack of lodging of share certificates prior to the celebration of shareholders’ meeting, lack of individualization of share certificates, etc.-? There are restrictions upon voting rights based on formalities. Before the celebration of shareholder meeting, the secretary of the board of the company, have the list of the shareholder, so each of them must sign the list and receive the Report prepared by the member of the Board, and the Statutory Auditor when is a Ordinary Meeting. In case of a proxy, need to show the document.

Please, comment upon the transparency and reliability of the methods of ownership registration in your jurisdiction. Shares ownership is registered in the Shareholder Registration Book held by the corporation. Mechanisms are transparent and reliable.

Is it provided that the issuing of different types of shares which grant the shareholder voting and economic rights to a different extent? Yes.

Within the same class, are all shareholders treated equally? Yes

Within the same class, do all shareholders have identical voting rights? Yes

2.1 Are all investors able to obtain information about the voting rights corresponding to all classes of shares before they purchase them? Yes.

2.2 Are changes in the voting rights corresponding to a class of shares subject to the approval of all shareholders or only of those corresponding to that particular class? The changes in the voting rights corresponding to a class of shares is subject to the approval only of those corresponding to that particular class, upon provisions of the Statutory framework of the Company.

Do institutional investors usually participate of the shareholders’ meetings and do they vote? If the institutional investor is a shareholder, they participate with the vote in the shareholders’ meetings.

Which are the legal actions corresponding to the shareholder in case their rights are violated? The legal actions corresponding to the shareholder in case their rights are violated, is civil action available to the shareholders.

Do shareholders have any legal action to protect themselves from the abusive conduct of other shareholders or from decisions adopted by a majority that unfairly disregards their interests? The legal actions corresponding to the shareholder is civil action available. And the shareholder can make the claim at the CNV, when there is a violation of rules in the Capital Market Law or their Norms of the matter.

Are there non-adversarial mechanisms to solve disputes between shareholders and the company or between themselves –e.g., commercial arbitration panels, stock exchange mediation, etc.- or civil litigation is the only alternative? According to the Commercial Code, arbitration and mediation may be agreed by the parties. Other forms of alternative dispute resolution may be provided in the by Commercial Arbitration Act.

h Are there any capital structures or other arrangements which might enable certain shareholders to obtain a level of control not proportionate to their equity ownership disclosed? The Capital Market Law allows these kinds of agreements, and they have to be disclosed to the corporation and the shareholders. Two days after the respective transaction that is equal or more than 10% of any shares of the company, the shareholder must disclosed to the Commission this negotiation, the quantity of shares and other information required by the Organism. Syndicate of voting shares is allowed by art. 123 Securities Market Act.

i. In case of the adoption of decisions which mean a substantial change of the company’s activities, do dissenting shareholders have the option for a "buy-out", while permitting the company to proceed with its proposed action? Is there any mechanism of appraisal for fair value and buy-out remedy that permits dissenting shareholders to opt for a buy-out?. Only in cases of tender offers, shareholders have the option to opt for a buy-out, upon agreement on the price offered by whom presents the tender offer. Substantial changes in companies activities must be disclosed by the Report presented to CNV.

Are there any rules and procedures governing the acquisition of the corporate control or any extraordinary transactions such as mergers and sales of substantial portions of corporate assets? Yes, are provided in the Capital Market Law and the Norms of Public Offer Acquisition, Exchange and Taking Controls of Companies that do Public Offer of Their Securities Issues. See answers h. There a 3 kind of difference acquisition: A person foreigners o no who 1) acquirer, 2) exchange or 3) take the controlled of a corporate that do public offer of their issues securities. The Norms of Public Offer Acquisition, Exchange and Taking Controls of Companies that do Public Offer of Their Securities Issues established the rules and procedures governing the acquisition of a corporate control. The party presenting the tender offer must present the report, following the rules established in the above mentioned Norms. This report must contain the purpose of the offer, the share position of the buyer, the previous relationship of the buyer with the corporation, the special conditions of the offer, the compliance with specific laws granting free market and banking regulation, the period of the tender offer, the request for disclosure of the report. This report is confidential until the CNV approves the release, when a summary report must be disclosed through two newspapers. Report must be sent both to the Stock Exchange and the target company, as well to any incumbent person.

Are those rules and procedures clearly disclosed to investors? Do investors know their rights and recourses in such cases? Yes, those rules and procedures are clearly disclosed to investors and they know their rights and resources in these cases. See answers j. Rules and procedures applicable to takeovers are disclosed to shareholders through the law and publication in charge of the potential buyer and access to the information regarding the public purchase offer shall be made available by the investment company to all shareholders.

Do these transactions occur at transparent prices and under fair conditions that protect shareholders’ right, according to their class? Yes, these transactions occur at transparent prices and under fair conditions that protect shareholders’ right, according to their class. This transaction is preventing in the Norms of Public Offer Acquisition, Exchange and Taking Controls of Companies that do Public Offer of Their Securities Issues.

How does the legal framework prevent preferential treatment for prospective buyers and how does it promote equal treatment for minor shareholders? For example, does takeovers’ rules require a mandatory offer to all shareholders when control is consolidated into larger holdings or is there any change of control? The potential buyer (offer) must inform is there any change of control in the company, if there is a agreement or contract celebrate with the company and the offer, the manifestation of the conditioned of the offer, the percentage of shares that oblige acquire, the price to be offer, the conditions of the pay, the time of the offer, the special and priority treatment to the minor shareholders that guarantee and equal treatment. The offer must explain and disclose what is going to do with the company, changes of activity and objectives.

THE BOARD OF DIRECTORS

Who appoints and removes the members of the board of directors? The members of the board are appointed and removed by the Shareholder Meeting ("Asamblea de Accionistas").

Is it usual to celebrate agreements or include provisions in the company’s by-laws granting a shareholders’ class or to minor shareholders the right to appoint a certain number of members of the board of directors? Yes, is usual to include provisions in the company’s by-laws granting a shareholders’ class or a minor shareholders the right to appoint a certain number of members of the board of directors. The minor shareholders have the right to be represented at the board of the member of the company, according to the provisions of the Capital Market Law. A group of 20% representative of the capital subscribe have the right to choose a proportional number of member of the board.

Do shareholders have cumulative voting rights to appoint the members of the board of directors? No, a shareholder doesn’t have cumulative voting rights to appoint the members of the board of directors.

Which are the mechanisms provided to fill the vacancy of any of the members of the board of directors? Each member of the board has a deputy, so in case of vacancy he could be replaced.

Is the appointment of the members of the board of directors informed to the securities regulator, public register or any other public agency? Yes, the members of the board are disclosing to the National Securities Commission, the Stock Exchange, Public Register. This information is public, archives in the administrative expedient in the National Securities Registrar.

Which are the requirements to be appointed member of the board of directors? There are not special requirements.

Can foreigners or non-residents be appointed as members of the board of directors? Yes, foreigners or non-residents can be appointed as members of the board of directors.

Which are the prohibitions and incompatibilities to be appointed as a member of the board of directors? No, there are not prohibitions or incompatibilities to be appointed as a member of the board of directors, though there are some limitations for the boarding member of the Collective Investment Schemes Act.

Which is the term of office of the members of the board? Are they re-eligible? The term of office of the member of the board is determined or established in the statute of the corporate. The Commercial Code article 267, established a minimum of two years, if the statuary document of the company don’t specific the term. They can be re-eligible.

Are there any legal provisions or usual practices regarding the appointment of independent members of the board of directors? If so, how is the concept of "independent member" defined by the applicable law, regulations or usual local practices? Independent members are provide in recently approved Rules on Preferred Stock, March 2001, though its implementation is on the way and subject to revision.

Can the members of the board of directors resign their appointment? If so, are there any requirements to be fulfilled prior to the acceptance of the resignation? Yes, members of the board of the directors can resign their appointment. There are not requirements to be fulfilled prior to the acceptance of the resignation. The company has to do a meeting of shareholder to substitute the vacancy of the member who resigns the appointment.

Are members of the board of directors remunerated? Yes, members of the board of directors remunerated.

If so, are there any provisions to determine the remuneration of the members of the board of directors? The meeting of shareholder, decided when and how much is going to be the remuneration of the member of he board.

Are there any provisions to determine the remuneration of independent members of the board of directors? No.

Describe the usual structure and composition of the board of directors of public companies. Please, indicate the applicable rules, regulations or usual practices. The board of the directors shall be composed by 5 member’s minimum with a substitute of each one. Meetings are calling by the Chairman or by the members of the board. Resolution is adopted by majority of directors attending the meeting. The applicable rules or regulations are the Commercial Code, The Capital Market Law and other Norms created for the matter.

Can specific committees be created within the board of directors? If so, describe its composition, attributions and activities. Specific committees can be created within the board by statutory provisions. Out of it, the by-laws can provide the creation of other special committees.

Enumerate the attributions and duties of the board of directors. The attributions and duties of the board of directors are defined in the statutory document of the company (Articles of association). The members of the board have to be loyal to the corporation and conduct the corporate business with the criteria and diligence of a "good family father". They must also ensure full disclosure of the conflict of interest as well as the material facts of the transaction.

Describe the functioning of the board of directors: meetings, quorum, majorities, other formal requirements –e.g., calling of the meetings, agenda, minutes, etc.-. See answers e-g. The board of the directors shall be composed by 5 member’s minimum with a substitute of each one. Meetings are calling by the Chairman or by the members of the board. Resolution is adopted by majority of directors attending the meeting. Before the meeting is an agenda where its show the point that are going to be discussion. In each meeting board of director is prepared a minutes where are the decision taken of the member. There is not a specific or data for the meeting of board, can be celebrate when is proposed.

Is it provided that the board of directors should adopt its decisions on corporate issues with objectivity and independence, having as main objective the benefit of the company and all shareholders, without distinction between controlling and minor shareholders? The board of directors should adopt its decisions on corporate issues with objectivity and independence, having as main objective the benefit of the company and all shareholders, without distinction between controlling and minor shareholders. Nevertheless there are not specific rules for enforcing this policy.

Are there any legal provisions addressing the standards for the performance of the members of the board of directors? If so, please enumerate those standards. No, there are not any legal provisions addressing the standards for the performance of the members of the board of directors.

Are there any sanctions applicable to the members of the board of directors for a breach in the good performance of their duties? If so, please enumerate them indicating the violations which are punished. Yes, there are civil and administrative sanctions applicable by a Court of law to the members of the board of directors for a breach in the good performance of their duties. They are liable for losses in case of failure to comply with their duties. They may be removed by the shareholders meeting. Articles 9, n. 17 of Securities Market Act and article 18 of Rules for Transparency in Securities Market provides dismissal of Members of the Board in case of breaching of their duties.

2. Do shareholders have any legal action to make effective the accountability of the members of the board of directors for any breach of their duties? Yes, shareholders have civil legal action to make effective the accountability of the members of the board of directors for any breach of their duties. And the shareholder can make the claim at the CNV, when there is a violation of rules in the Securities Market Law or other Rules of the matter.

Which is the legal treatment of the members of the board of directors’ conflicts of interests? In particular:

May the members of the board of directors celebrate agreements or transactions with the company related to the company’s commercial activity? If so, are they subject to special requirements in order to celebrate those agreements or transactions? Statutory requirements of each company can establish special rules for celebration of agreements or transactions by members of the board of directors, within the scope of the commercial interest of the corporation.

May the members of the board of directors be part of a transaction in which the company and the member have opposite material interests? If so, are they subject to special requirements in order to celebrate those transactions? There are no special rules on interest conflict except for insider trading provision, see below Section V.

Are those members of the board of directors whose interest is opposite to the company’s interest precluded from the discussion and the voting of the matter?. According to article 269 of the Commercial Code, Members of the Board must declare conflict of interest and to abstain of voting in that matter.

Does the board of directors require professional advice -from accountants, investment advisers, etc.– in order to determine whether a transaction where opposite interests between the members and the company are involved is proper and fair for the company’s interest? Board members have full access to information while exercising their duties. They can get information from all corporate personnel and can inspect all corporate books and document. Nevertheless, there is not a special rule requiring professional advice in such matters.

Are the members of the board of directors able to participate, directly or indirectly, for their interest or on a third party’s benefit, in commercial activities competing with the company? If so, are they subject to special requirements in order to perform these commercial activities?. There is not special provision of Law in this matter, though for small companies, article 326 of the Commercial Code requires full agreement of owners of the company for such ventures.

Which is the mechanism for the approval by the board of directors of those transactions in which one or more of its members have an interest opposite to the company’s interest? Are those transactions approved by a super majority of its members of by the majority of controlling and minor shareholders? The members that have an interest opposite doesn’t vote, and the majority of the members and substitute members will approve the decision.

THE SUPERVISORY BODY

Supervisory Bodies have been just regulated by Rules on Preferred Stock of March 2001, though implementation of such bodies is not yet on due course. This matter is under study and it is subject to further modification in the near future. As a consequence, this section is not filled.

V. DISCLOSURE AND TRANSPARENCY – INSIDER TRADING

Which of the following material information is subject to disclosure, to whom, how and when is it available to shareholders?

Company’s financial statements and other financial and accounting information; Companies must send this information to the National Securities Registrar, this information is save in the administrative file of the company, in this moment is available to shareholders and the public investor. The financial statements and other financial and accounting information is checking by the Technical Directions of the Commission that it is the Office of Accountants Studies.

The financial information is available to the shareholders 30 days before the shareholders’ meeting. It is also disclosure to the Caracas Stock Exchange.

Major share ownership and voting rights; The major share ownership must be send by the company to the CNV, and is saved in the administrative file of the company in the National Securities Registrar. The voting rights are determined in the statutory document of the company that must be in the administrative file of the company in the National Securities Registrar. This information should be available to shareholders and the public investor in the administrative file of the company.

Members of the board and key executives and their remuneration. The members of the board and key executives must be send by the company to the CNV, no later than the 7^th day after the shareholders’ meeting, and is save in the administrative file of the company in the National Securities Registrar, it is available to shareholders and the public investor, in the administrative expedient. Sometimes companies sending information about the remuneration of the members of the board and key executives, request to CNV to maintain this information confidential, and CNV, in case of deciding this information should be confidential, will keep it separately in the administrative file.

If any, please indicate other financial and no-financial information to be disclosed in your jurisdiction according to the local regulations and practices.

Other financial and non-financial information to be disclosed:

Cash dividends

Report prepared by the Board of Director to the shareholders’ meeting

Certified copy of the shareholders’ meeting act.

Is information prepared, audited and disclosed in accordance with high quality standards of accounting, financial and non-financial disclosure and audit? If so, please indicate the periodicity of its disclosure. Yes, company must present the financial information, audited and disclosed in accordance with high quality standards of accounting. The Norms Relative of the Financial Periodic Information that have to Supply the Persons Who are Control by The National Securities Commission, established that companies that have their securities registered in the National Securities Registrar, must present there financial statement seven days after the celebration of the shareholders meeting. This financial statement, must be elaborated following the Norms for the Elaboration of the Financial Statements of the Entities Under Control by the National Securities Commission.

The financial information is prepared according to Venezuelan GAAP. Companies must disclose this information quarterly (non-audited) and annually (audited).

Is the audit conducted by an independent auditor in order to provide an external and objective analysis on the way in which financial statements have been prepared and presented? Yes, the audit is conducted by an independent auditor.

How are external auditors appointed and removed?

External auditors are appointed and removed by the Board of Directors.

Are there any regulations which establish auditing standards and which ensure their professional conduct?

The Public Accountants Federation of Venezuela (Federación Venezolana de Colegios de Contadores Públicos) establishes auditing standards and there is an ethical council, which ensure their professional conduct.

How is the auditor’s independence defined?

Auditing Independence is defined as no economic relationship, either as appointment 5 years prior, including Statutory Auditor, or active or passive financial interest, or sibling relationship with any member of the Board.

Is information disseminated through channels that provide fair, timely and cost-efficient access to relevant information by users?

No. The information comes to the Venezuelan Securities and Exchange Commission written and users have to come to the Commission in order to obtain the information they need.

Which are the financial disclosure obligations of public companies –e.g., distribution among shareholders of annual audited financial reports-? Do companies have to disclose substantial information?

Public companies are obligated to disclose the following financial information:

- Consolidated financial statements

- Balance sheet

- Income statement

- Cash flow statement Non-Audited Quarterly Annually

- Changes in equity Audited

Related notes

- Dividends

Which are the penalties for offenses for -including misleading information in, or omitting substantial information related to shareholders’ accounts, circulars, announcements of substantial information on takeover and share repurchase? The penalties for offenses for including misleading information in, or omitting substantial information related to shareholders accounts, circulars, announcements of substantial information on take over and share repurchase, is established in the Securities Market Law. The sanction is administrative, between 100 U.T.- 1000 U.T. (Tributary Unit) fine. A tributary unit is equivalent to Bs. 13.200 (aprox. US$ 20, at present change rate). Punishment for insider trading is prison of 3 month to 2 years.

Is the remuneration of directors and executives disclosed to investors? Yes, remuneration of directors and executives is disclosed to the investors, but the corporation can require to the CNV in special cases, maintain the confidentiality of the remuneration.

Is the relationship between any of the directors and a controlling shareholder disclosed to investors? Yes, the relationship between any of the directors and a controlling shareholder is disclosed to the investors both in the Prospectus of the company and in the Form to Require Authorization for Public Offer of Securities.

Are owners of a certain amount or percentage of shares required to disclose in the annual reports their holdings and trading activities? Owners of a certain amount or percentage of shares are required to disclose in the annual reports their holdings and trading activities, and must send all this information to the National Securities Commission, and in the event of acquisition of a corporate control, must notify to the CNV.

Provide a comment upon areas of weakness in the current disclosure regime where reforms are needed, with an indication of whether there is any support for such reforms internally and the main barriers that you see for implementing change. In 1999 the Commission dictated the Norms Relative of the Transparency of the Market (Insider Trading). It is premature to evaluate the impact of these norms, considering the novelty of such regulation.

Is insider trading and abusive self-dealing prohibited? Yes, insider trading and abusive self-dealing is prohibited.

What are the key provisions of the local insider trading legislation? The local insider trading norms are provided by the Securities Market Act and the Norms Relative to the Transparency of the Market.

Who are subject to insider trading legislation? Are subject to insider trading legislation, any person domestic or foreigner who acquires, exchanges or deals with securities in knowledge of information only available to such a subject, according to this position or knowledge about the company business.

Which are the reporting requirements of insiders and any other investor who acquires or owns more than a certain percentage of stocks to the securities regulator, the listing exchange and the issuing company? Ownership of 10% or more of the stock must be reported to CNV within two days after the acquisition of this percentage. Besides, there is a prohibition of using or manipulating of restricted information in own profit or on behalf of related others.

Are members of the board and managers required to disclose any material interests in transactions or matters affecting the company? Board members should notify CNV within two days after the purchase or selling, any deal with shares of the company, directly or indirectly, independently of the amount (art. 122, 1, Securities Market Act).

Are there any provisions designed to ensure that directors and officers do not disclose or use for there benefit a corporate opportunity or information? Yes, there are provisions designed to ensure that directors and officers do not disclose or use for their benefit a corporate opportunity or information, controlled by the Securities Market Law and the Norms Relatives of the Transparency of the Market. They have limitation on the use of the restricted information. The members of the board, director, executive, any person who by reason of its office, activity, position or relation has access to such information of the company, must not disclose or use such information in own interest.

What are the penalties for the illegal use of corporate information? The penalties for the illegal use of corporate information, are sanctions administrative and penal.

Are there criminal sanctions for insider trading? Yes, there are criminal sanctions for insider trading (2 months-3 years imprisonment).

Are other civil penalties imposed –e.g., fines and banning offenders from the market, etc.? Yes, there are civil penalties imposed, fines between 100 U.T. from 1000 U.T. (Tributary Unit), and banning from securities market from 1 to 5 years.

Are sanctions in direct relation to the offense –e.g., money sanctions, disgorgement of profits, etc.? Yes, sanctions are in direct relation to the offense. Money sanctions (fine), prison, administrative sanction.

Do investors who suffer a financial loss because of the insider trading activities have a legal action to seek compensation? Yes, investors who suffer a financial loss because of the insider trading activities have civil action for undue profit by the inside trader (enriquecimiento sin causa, art. 1184 Civil Code).