Public Offering of Negotiable Securities

The Argentine capital markets are primarily regulated by Law No. 26,831. According to Article 2 thereof, a public offering is an invitation addressed to the general public, sectors, or groups to carry out legal acts involving negotiable securities, through means such as publications, electronic communications, or other dissemination mechanisms.

Negotiable securities include instruments issued in certificated form or represented by book-entry, such as:

• shares,

• negotiable obligations,

• debt securities,

• certificates of participation in financial trusts,

• units of investment funds,

• registered futures, options, and derivatives contracts,

• post-dated checks, credit invoices, promissory notes, and other instruments capable of secondary market.

The definition contemplates that such instruments are homogeneous and fungible, issued or grouped in series, and capable of generalized and impersonal trading in financial markets.

The opinion also mentions the criminal and administrative sanctions associated with irregular public offerings, both under the Criminal Code (Article 310) and under the Capital Markets Law (Article 132), without entering into an analysis applied to a specific case.