P R O S P ECT U S INFORMAT I ON FO R A D I T IONA L S T R AT EG IC INVES TOR S
and/or Series “B” Shareholders Meeting, as the case may be; for which it must provide the necessary information so that such body can make an informed decision on the matter. In the case of Investments that are subject to Divestment as a result of respective financing amortization; and/or Divestments that consist of ordinary income receipt derived from Investments, Investment Committee and/or Series “B” Shareholders Meeting approval will not be required for such Divestments to be performed, since they will occur naturally. In the case of Divestments agreed and derived from the exercise of a right that has been previously agreed and whose main terms (including price, if applicable) are contained in the corresponding Investment Instruments and have been agreed, the respective Investment, in this particular case, will NOT require Series “B” Shareholders Meeting approval for such Divestments to be performed; in this case, Investment Committee will resolve on Divestments performance will complete them. Subject to the provisions of the third paragraph of this section “3.1. Divestment Approval Process”, Divestments features, terms and conditions negotiated for the Private Equity Investment Fund as a Debt Instrument, may be determined by ENERMAS LATINOAMÉRICA as Manager in its sole discretion, following the procedures it uses in the ordinary course of its business and consistent with its past practices and the accepted practices, to its knowledge, of the Private Equity industries, in energy, environment and infrastructure sectors; with the understanding that ENERMAS LATINOAMÉRICA as Manager will seek to obtain the best possible terms for the Fund, considering, among others, the respective market conditions. Once a Divestment has been approved, ENERMAS LATINOAMÉRICA as Manager will subscribe all those agreements, contracts or instruments that are necessary or convenient to implement such Divestment and will perform any necessary or convenient acts in this respect. ENERMAS LATINOAMÉRICA will negotiate and determine the terms and conditions of such Instruments as provided in the preceding paragraph. In negotiating the terms of such Instruments, ENERMAS LATINOAMÉRICA shall ensure that they contain the necessary provisions to determine the purpose of the Divestment, the monetary or other benefit for the Private Equity Investment Fund as a Debt Instrument and as a Co-Investor, the applicable legal regime and a dispute resolution system; with the understanding that such provisions may be omitted only in the event that the Applicable Legislation supersedes them, or in the event that ENERMAS LATINOAMÉRICA as Manager deems it advisable, considering Disinvestment features in question and the market conditions applicable at that time.
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3.1.12 TRANSPARENCY AND ACCOUNTABILITY OBLIGATIONS. ENERMAS LATINOAMÉRICA as Manager may hire with charge to the Fund, accounting advisors to comply with its obligations, to submit monthly and quarterly financial statements related to the Fund and, the other financial statements and information required according to the Applicable Legislation for such purposes. ENERMAS LATINOAMÉRICA, according to its Transparency, Integrity and Confidentiality
