Item 1
Buenos Aires,
May 23, 2008
Dear
Sirs:
National Securities
Commission
Buenos
Aires
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Ref.: Report
of the Board of Directors of YPF S.A.
regarding the Tender
Offer
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I am writing to you in accordance with the duty
to inform as established in the Regulations of the National Securities Commission. To this end
we inform you that the Board of Directors of YPF S.A. (“the Board”), in its
meeting held on the date shown in this letter, expressed a favorable opinion on
the reasonableness of the Bid Price in the Tender Offer (“Tender”) submitted by
Petersen Energía Inversora S.A. this past May 20, 2008 and consequently
recommended its acceptance to the shareholders of the Company.
We enclose with this
letter the report that the Board issued in compliance with the provisions of
Article 36, Chapter XXVII, Book 9 of the Regulations of the National Securities
Commission in which it expresses its opinion on the reasonableness of the bid
price and makes its technical recommendation with regard to its acceptance or
rejection.
Sincerely,
For YPF
S.A.
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IGNACIO C.
MORAN
Chief
Financial Officer
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Item 2
Report
of the Board of YPF S.A. regarding the Tender Offer submitted by Petersen
Energía Inversora S.A.
Dear Shareholders of YPF
S.A.:
In compliance with the regulations
of the National
Securities Commission (the “CNV”), the Board of Directors of YPF
S.A. (the “Company”) brings to your attention its
opinion, its technical recommendations and other information required by Article
36 and following of Chapter XXVII “Tender Offers” of the CNV regulations with
respect to the announcement by Petersen Energía Inversora S.A. (“PEISA”) of its intention to
submit a Tender Offer for all shares of all classes of the Company at a price of U.S.
Dollars forty-nine and forty-five cents (US$ 49.45) per share payable in cash
(the “Bid
Price”), subject to
certain conditions according to the terms of the note attached to the notice
received (the “Tender”).
This report of the Board of the
Company to its shareholders was prepared
based on the Tender Offer described in the communication sent
by PEISA to the Company on May 20, 2008, which
includes the terms and conditions of the Tender.
In order to familiarize themselves
with all the details of the Tender, the Board of the Company recommends that the Shareholders
carefully analyze the Prospectus that will be published in due time and all
additional documentation provided by PEISA.
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2.
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Opinion
on the reasonableness of the price bid in the Tender.
Technical recommendation.
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Pursuant to the provisions in
Article 3 para. c.1), Chapter XXVII (Tender Offers) of Book 9 of the CNV
Regulations, it is the responsibility of the Board of the Company to pronounce its opinion
on the Tender, to provide an opinion on
the reasonableness of the Bid Price and also make a technical recommendation
regarding its acceptance or rejection.
In this regard, with a view to
expressing its opinion on the reasonableness and offering its technical
recommendations regarding acceptance or rejection, the Board has considered the
following facts: (i) that the Bid Price complies with the provisions of Article
7° para. (f) (v) of the Bylaws inasmuch as this price is not lower than any of
the prices resulting from the assumptions enumerated under sections (A), (B),
(C), and (D) of the aforementioned Article 7 para. (f) (v) of the Bylaws, as
shown in the report of the Company’s Finance Department; and (ii)
that the Tender provides for payment in cash to all
shareholders accepting this Tender.
The
Board also informs that it has not demanded nor will it demand the opinion of a
specialized independent appraiser because the Bid Price is not
lower
than (and therefore complies with) the prices resulting from the assumptions
enumerated under the sections (A), (B), (C), and (D) of the aforementioned
Article 7 para. (f) (v) of the Bylaws, for which reason it believes that such
opinion of a specialized independent appraiser is not necessary.
Therefore,
in view of the considerations set forth above and by virtue of the requirements
of the CNV Regulations, the Board of the
Company on May 23, 2008 decided that in its opinion the price of the
Tender is
reasonable, and therefore decided to recommend its acceptance to the
shareholders of the Company.
Notwithstanding the above, it is
noted for the record that this recommendation is not binding and that the
opinion of the Board of the Company constitutes just one additional
element among others that the shareholders to whom this Tender is
addressed will have to
consider, and that it should not be the determining factor for the decision that
these shareholders will take in terms of accepting or rejecting the
Tender.
In addition, the Board of Directors
of the Company understands that the evaluation of the Tender will have to be based on
an individual and subjective analysis which every shareholder to whom
the Tender is addressed should undertake
depending on the particular circumstances.
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3.
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Existence of decisions
that were taken or are imminent which, in the opinion of the Directors,
are relevant to a decision to accept or reject the
Tender.
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The
Board reports that the Company, at the request of the shareholder Repsol YPF,
S.A., is currently preparing the necessary documentation and is taking the
necessary steps to allow such shareholder to publicly offer a certain number of
its shares in the
Company for sale in the local and international capital markets which, in the
opinion of the Board, could be relevant to a decision to accept or reject the
Tender. Mention
is made in this context that the Board at this moment does not know the price at
which Repsol YPF, S.A. will be able to organize the aforementioned sale of its
shares. Also, it should be noted for the record that on
May 21, 2008, Repsol YPF, S.A., informed the National Securities Commission of the
Republic of Argentina, the
National Stock Exchange Commission of
the Kingdom of Spain and subsequently the Securities and
Exchange Commission of the United States of America that neither Repsol YPF,
S.A. nor the companies controlled by it will participate in the
Tender submitted
by PEISA.
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4.
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Acceptance or
rejection of the Tender as planned by the Directors and Senior Executives
who are shareholders of the issuing
company.
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The
Board reports that none of its members or senior executives are shareholders of
the Company.
The Board of the Company reports that there are no agreements
between the Company
and PEISA.
Buenos Aires,
May 23, 2008.