4.6.3 Structuring

PRIVATE EQUITY INVESTMENT FUND AS A DEBT INSTRUMENT PRESENTATION

Policies, is committed with each Investor, as Strategic Partners, with the clients, Officers and Associates; consolidating a great Human Asset, which is important to the Company and with the other economic agents. Therefore, we seek to act jointly, always for the benefit of the community as a whole, maintaining principles of legality, good faith, impartiality, avoiding conflicts of interest. ENERMAS LATINOAMÉRICA guarantees the Applicable Legislation fulfillment, fully respecting the Universal Human Rights and maintaining the highest standards of integrity, ethics, social responsibility and respect towards the environment.

ENERMAS LATINOAMÉRICA recognizes that activities associated to Business Lines not only have implications in social responsibility and solidarity field, but also for impact of investments managed by ENERMAS LATINOAMÉRICA; we implement it under a Code of Conduct and Ethics that regulates our Human Assets work, taking into account the implications of complying with their responsibilities, before Persons (Natural Persons and Legal Entities) in any jurisdiction with which they are related, before the society as a whole, being environmentally friendly.

3.1.13 THE MANAGER - RIGHTS AND OBLIGATIONS.

ENERMAS LATINOAMÉRICA, in its capacity as Series “B” Issuer and as Manager, in order to implement Private Equity Investment Fund as a Debt Instrument purposes and objectives, for which purpose, on and/or before Initial Issuance Date. Investor as Series “B” Shareholder will enter into Convertible Participative Private Equity Investment Agreement as Debt Instrument with ENERMAS LATINOAMÉRICA; with respect to Distributions Performance. A compensation scheme, commissions and incentives are foreseen in such a way that the interests of Series “B” Shareholders are taken care of at all times. Proceed as described in section “III. Transaction

Structure - 5.2 Protection Mechanisms for Shareholders Interests / Corporate Governance -

5.2.3 Shareholders’ Meeting” of this Prospectus.

ENERMAS LATINOAMÉRICA will have, among others, the following obligations and powers in relation to Promoted Projects Management, being the following:

I. To have legal capacity to perform Transactions with Related Parties of the Company, its

Subsidiaries and any Shareholder thereof.

II. To have the legal capacity to exercise the powers conferred in Convertible Participative

Private Equity Investment Agreement as Debt Instrument terms, having the broadest powers to represent Shareholders Series “B” interests, in any matter related to Management or exercise of the corporate and economic rights derived from Investments in Promoted

Projects.

III. To have legal capacity to exercise all the necessary powers to manage the Investments performed by Private Capital Investment Fund as a Debt Instrument.

ENERMAS LATINOAMÉRICA in the exercise of the functions in the terms of the Convertible Participative Private Equity Investment Agreement as Debt Instrument and other Documents of the Transaction, must act in good faith and in Private Equity Investment Fund as a Debt Instrument best interest and for Shareholders Series “B” benefit, applying the same level of care and prudence that any careful and prudent person would use with respect to Fund´s Business.

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