SC TO-T

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ScUTnd4j6f4mXgwLCzUIh0rJn8dJK0yG4wzT2qQ31HFC0t5GJE/TEgHxKiS5gKZ9 WktKTZssg3eLP+onBXaa2A== 0000950123-08-010918.txt : 20080911 0000950123-08-010918.hdr.sgml : 20080911 20080911163902 ACCESSION NUMBER: 0000950123-08-010918 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 18 FILED AS OF DATE: 20080911 DATE AS OF CHANGE: 20080911 GROUP MEMBERS: ENRIQUE ESKENAZI GROUP MEMBERS: EZEQUIEL ESKENAZI STOREY GROUP MEMBERS: MATIAS ESKENAZI STOREY GROUP MEMBERS: SEBASTIAN ESKENAZI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YPF SOCIEDAD ANONIMA CENTRAL INDEX KEY: 0000904851 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 521612271 STATE OF INCORPORATION: C1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T SEC ACT: 1934 Act SEC FILE NUMBER: 005-50107 FILM NUMBER: 081067575 BUSINESS ADDRESS: STREET 1: AVENIDA PTE R SAENZ 777-8 PISO CITY: BUENOS AIRES 1364 AR STATE: C1 BUSINESS PHONE: 5413267265 MAIL ADDRESS: STREET 1: AVENIDA PTE R SAENZ 777-8 PISO CITY: BUENOS AIRES STATE: C1 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YPF SOCIEDAD ANONIMA CENTRAL INDEX KEY: 0000904851 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 521612271 STATE OF INCORPORATION: C1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50107 FILM NUMBER: 081067576 BUSINESS ADDRESS: STREET 1: AVENIDA PTE R SAENZ 777-8 PISO CITY: BUENOS AIRES 1364 AR STATE: C1 BUSINESS PHONE: 5413267265 MAIL ADDRESS: STREET 1: AVENIDA PTE R SAENZ 777-8 PISO CITY: BUENOS AIRES STATE: C1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PETERSEN ENERGIA INVERSORA, S.A. CENTRAL INDEX KEY: 0001435384 IRS NUMBER: 000000000 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T BUSINESS ADDRESS: STREET 1: VELAZQUEZ 9, PLANTA 1 CITY: MADRID STATE: U3 ZIP: 28006 BUSINESS PHONE: 541155550103 MAIL ADDRESS: STREET 1: C/O GRUPO PETERSEN, CERRITO 740 CITY: BUENOS AIRES STATE: C1 ZIP: 1010AAP SC TO-T 1 y71140sctovt.htm SCHEDULE TO SC TO-T

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

YPF Sociedad Anónima

(Name of Subject Company (Issuer))

Petersen Energía Inversora, S.A.,

Enrique Eskenazi,

Sebastián Eskenazi,

Matías Eskenazi Storey and

Ezequiel Eskenazi Storey

(Names of Filing Person (Offeror))

CLASS A SHARES; CLASS B SHARES

CLASS C SHARES; CLASS D SHARES

par value 10 Pesos per share

and

AMERICAN DEPOSITARY SHARES, each representing one Class D Share

(Title of Class of Securities)

Class A Shares (P9897X107); Class B Shares (P9897X115)

Class C Shares (P9897X123); Class D Shares (P9897X131)

American Depositary Shares (984245100)

(CUSIP Number of Class of Securities)


Petersen Energía Inversora, S.A. Velázquez 9, planta 1 28006, Madrid, Spain Attn: Luis María Morales +34-915-750-008 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)		Grupo Petersen Cerrito 740, 11^o Piso (C1010AAP) Buenos Aires, Argentina Attn: Mauro R. Dacomo +54-11-5-555-0103 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

CALCULATION OF FILING FEE


Transaction Valuation*		Amount of Filing Fee**

$89,603,993		$3521.44


*		For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the Transaction Valuation was calculated on the basis of (i) the aggregate of 907 shares of common stock held by U.S. holders and 1,811,105 American Depositary Shares held by U.S. holders, that may be purchased in this offer to purchase and (ii) the tender offer price of U.S. $49.45 (forty-nine dollars and forty-five cents) per share of common stock or American Depositary Share.

**		The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, is U.S. $39.30 (thirty-nine dollars and thirty cents) per U.S. $1,000,000 (one million dollars) of the aggregate Transaction Value. Accordingly, the filing fee is calculated by multiplying the aggregate Transaction Value by 0.00003930.

Check the box if any part of the fee is offset as provided by Rule 0-11 (a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


	Amount Previously Paid: None				Filing Party: Not applicable
	Form or Registration No.: Not applicable				Date Filed: Not applicable


o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:


þ	third-party tender offer subject to Rule 14d-1.

o	issuer tender offer subject to Rule 13e-4.

o	going-private transaction subject to Rule 13e-3.

þ	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

13D/A

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Petersen Energía Inversora, S.A.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

BK, OO (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Kingdom of Spain

SOLE VOTING POWER

NUMBER OF

0 (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

393,313 Class D Shares
(See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

0 (See Item 5)

WITH

SHARED DISPOSITIVE POWER

393,313 Class D Shares
(See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

393,313 Class D Shares
(See Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1% of the total Class D Shares outstanding. (See Item 5)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Each ADS may be exchanged for one Class D Share.

13D/A

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Enrique Eskenazi

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

AF, BK, OO, PF (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Argentina

SOLE VOTING POWER

NUMBER OF

0 (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

ADSs: 98,328,198 (representing 98,328,198 Class D Shares)*
(See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

0 (See Item 5)

WITH

SHARED DISPOSITIVE POWER

ADSs: 98,328,198 (which representing 98,328,198 Class D Shares)*
(See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

ADSs: 98,328,198 (representing 98,328,198 Class D Shares)*
(See Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.1% of the total Class D Shares outstanding (the 98,328,198 ADSs representing 98,328,198 Class D Shares). (See Item 5)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Each ADS may be exchanged for one Class D Share.

13D/A

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sebastían Eskenazi

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

AF, BK, OO, PF (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Argentina

SOLE VOTING POWER

NUMBER OF

0 (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

ADSs: 98,328,198 (representing 98,328,198 Class D Shares)*
(See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

0 (See Item 5)

WITH

SHARED DISPOSITIVE POWER

ADSs: 98,328,198 (representing 98,328,198 Class D Shares)*
(See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

ADSs: 98,328,198 (representing 98,328,198 Class D Shares)*
(See Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.1% of the total Class D Shares outstanding (the 98,328,198 ADSs representing 98,328,198 Class D Shares). (See Item 5)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Each ADS may be exchanged for one Class D Share.

13D/A

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Matías Eskenazi Storey

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

AF, BK, OO, PF (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Argentina

SOLE VOTING POWER

NUMBER OF

0 (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

ADSs: 98,328,198 (representing 98,328,198 Class D Shares)*
(See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

0 (See Item 5)

WITH

SHARED DISPOSITIVE POWER

ADSs: 98,328,198 (representing 98,328,198 Class D Shares)*
(See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

ADSs: 98,328,198 (which represents 98,328,198 Class D Shares)*
(See Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.1% of the total Class D Shares outstanding (the 98,328,198 ADSs representing 98,328,198 Class D Shares). (See Item 5)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Each ADS may be exchanged for one Class D Share.

13D/A

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ezequiel Eskenazi Storey

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

AK, BK, OO, PF (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Argentina

SOLE VOTING POWER

NUMBER OF

0 (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

ADSs: 98,328,198 (representing 98,328,198 Class D Shares)*
(See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

0 (See Item 5)

WITH

SHARED DISPOSITIVE POWER

ADSs: 98,328,198 (representing 98,328,198 Class D Shares)*
(See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

ADSs: 98,328,198 (representing 98,328,198 Class D Shares)*
(See Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.1% of the total Class D Shares outstanding (the 98,328,198 ADSs representing 98,328,198 Class D Shares). (See Item 5)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Each ADS may be exchanged for one Class D Share.

13D/A


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Petersen Energia, S.A. Petersen Energia Pty Ltd. Petersen Energia Inversora Holding GmbH

This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by Petersen Energía Inversora, S.A. (“Purchaser”), a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain and a direct wholly-owned subsidiary of Petersen Energía Inversora Holding GmbH, a limited liability company (GmbH) organized under the laws of the Republic of Austria (“Holding”), together with Enrique Eskenazi, Sebastián Eskenazi, Matías Eskenazi Storey and Ezequiel Eskenazi Storey (collectively, the “Eskenazi Family”, and together with the Purchaser, the “Bidders”) to purchase (1) Class A Shares, Class B Shares, Class C Shares and Class D Shares of YPF Sociedad Anónima (“YPF” or the “Issuer”), a corporation (sociedad anónima) organized under the laws of the Republic of Argentina (“Argentina”) (all such shares having par value of 10 Pesos per share, collectively, the “Shares”) held by U.S. Persons (as defined in the U.S. Offer to Purchase) and (2) all outstanding American Depositary Shares (each representing one Class D Share of YPF) (the “ADSs”, and together with the Shares, the “Securities”), at a price of U.S. $49.45 (forty-nine dollars and forty-five cents) per Security, in cash (the “Offer Price”), without interest thereon, less any withholding taxes and, if applicable, any Distributions, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 11, 2008 (the “U.S. Offer to Purchase”) and in the related documents (which, together with any amendments or supplements thereto, collectively constitute the “U.S. Offer”), which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) through (a)(1)(I). The U.S. Offer is being made in conjunction with an offer by Purchaser in Argentina for all outstanding Shares (but not ADSs) (the “Argentine Offer,” and together with the U.S. Offer, the “Offers”). The price offered in the Argentine Offer is the same as the Offer Price in the U.S. Offer, payable in Argentine pesos in the case of the Argentine Offer. The Bidders do not intend to change the Offer Price and, while the Offers are open, will not purchase or make any arrangements to purchase Securities, other than pursuant to the Offers. This Schedule TO is being filed on behalf of the Bidders.

All information set forth in the U.S. Offer to Purchase filed as Exhibit (a)(1)(A) to this Schedule TO is incorporated by reference in answer to Items 1 through 11, except those items as to which information is provided specifically herein. Exhibits (d)(1) through (d)(9) attached hereto are incorporated by reference with respect to Items 5 through 9 and Item 11 of this Schedule TO.


Item 10.	*Financial Statements.*

Not applicable.


Item 12.	*Exhibits.*


(a)(1)(A).1		U.S. Offer to Purchase, dated September 11, 2008
(a)(1)(A).2		Argentine Offer to Purchase, dated September 11, 2008 (English translation)
(a)(1)(B)		U.S. Form of Acceptance for Shares
(a)(1)(C)		U.S. Form of Withdrawal for Shares
(a)(1)(D)		Form of Letter of Transmittal with respect to the ADSs
(a)(1)(E)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for ADSs
(a)(1)(F)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for ADSs
(a)(1)(G)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for Shares for U.S. Offer
(a)(1)(H)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for Shares for U.S. Offer
(a)(1)(I)		Form of summary advertisement, published on September 11, 2008
(b)		Loan Agreement between Banco Santander, S.A., and Purchaser, dated June 6, 2008 (English translation)
(d)(1)		Stock Purchase Agreement, among Repsol, certain of Repsol’s affiliates and Petersen SA, dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)


(d)(2)		First Option Agreement, dated February 21, 2008, among the Eskenazi Family and Repsol (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(d)(3)		Second Option Agreement among the Eskenazi Family and Repsol dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(d)(4)		Shareholders’ Agreement among Repsol, certain Repsol’s affiliates, and Petersen SA dated February 21, 2008) (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(d)(5)		Security Agreement under Senior Security Term Loan Facility dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(d)(6)		Security Agreement under Seller Credit Agreement dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(d)(7)		Intercreditor Agreement dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(d)(8)		Assignment of Dividend Rights Agreement, among Petersen SA, Repsol, and YPF dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(d)(9)		Registration Rights Agreement among YPF, Repsol, Petersen SA, HSBC Bank plc, and Credit Suisse, London Branch, dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(g)		Not applicable
(h)		Not applicable


Item 13.	*Information Required by Schedule 13E-3.*

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Petersen Energía Inversora, S.A.


	By:	/s/ Mauro Dacomo

Name: Mauro Dacomo


	Title:	Consejero — Secretario del Consejo de Administración

Enrique Eskenazi

Sebastián Eskenazi

Matías Eskenazi Storey

Ezequiel Eskenazi Storey


	By:	/s/ Mauro Dacomo

Name: Mauro Dacomo


	Title:	Attorney-in-Fact

Dated: September 11, 2008

EXHIBITS INDEX


(a)(1)(A).1		U.S. Offer to Purchase, dated September 11, 2008
(a)(1)(A).2		Argentine Offer to Purchase, dated September 11, 2008 (English translation)
(a)(1)(B)		U.S. Form of Acceptance for Shares
(a)(1)(C)		U.S. Form of Withdrawal for Shares
(a)(1)(D)		Form of Letter of Transmittal with respect to the ADSs
(a)(1)(E)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for ADSs
(a)(1)(F)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for ADSs
(a)(1)(G)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for Shares for U.S. Offer
(a)(1)(H)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for Shares for U.S. Offer
(a)(1)(I)		Form of summary advertisement, published on September 11, 2008
(b)		Loan Agreement between Banco Santander, S.A., and Purchaser, dated June 6, 2008 (English translation)
(d)(1)		Stock Purchase Agreement, among Repsol, certain of Repsol’s affiliates and Petersen SA, dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(d)(2)		First Option Agreement, dated February 21, 2008, among the Eskenazi Family and Repsol (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(d)(3)		Second Option Agreement among the Eskenazi Family and Repsol dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(d)(4)		Shareholders’ Agreement among Repsol, certain Repsol’s affiliates, and Petersen SA dated February 21, 2008) (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(d)(5)		Security Agreement under Senior Security Term Loan Facility dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(d)(6)		Security Agreement under Seller Credit Agreement dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(d)(7)		Intercreditor Agreement dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(d)(8)		Assignment of Dividend Rights Agreement, among Petersen SA, Repsol, and YPF dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(d)(9)		Registration Rights Agreement among YPF, Repsol, Petersen SA, HSBC Bank plc, and Credit Suisse, London Branch, dated February 21, 2008 (incorporated by reference to Schedule 13D filed by Purchaser with the Securities and Exchange Commission on February 28, 2008)
(g)		Not applicable
(h)		Not applicable

EX-99.A.1.A.1 2 y71140exv99waw1waw1.htm EX-99.A.1.A.1: U.S. OFFER TO PURCHASE EX-99.A.1.A.1

Exhibit (a)(1)(A).1

U.S. Offer to Purchase for Cash
All Outstanding Class A Shares, Class B Shares,
Class C Shares and Class D Shares held by U.S. Persons
and All Outstanding American Depositary Shares
(each American Depositary Share representing one Class D Share)
of

YPF Sociedad Anónima
at
U.S. $49.45 (forty-nine dollars and forty-five cents) per share for each
Class A Share, Class B Share, Class C Share and Class D Share
and U.S. $49.45 (forty-nine dollars and forty-five cents) per ADS for each
American Depositary Share
by
Petersen Energía Inversora, S.A.,
Enrique Eskenazi, Sebastián Eskenazi,
Matías Eskenazi Storey and
Ezequiel Eskenazi Storey

THE OFFER PERIOD WILL COMMENCE AT 9 A.M., NEW YORK CITY TIME ON THURSDAY, SEPTEMBER 11, 2008 (THE “COMMENCEMENT DATE”) AND WILL EXPIRE AT 5 P.M., NEW YORK CITY TIME, ON MONDAY, OCTOBER 20, 2008 (THE “EXPIRATION TIME”, “EXPIRATION DATE”, AND “OFFER PERIOD”, RESPECTIVELY), UNLESS THE OFFER IS EXTENDED.

Petersen Energía Inversora, S.A. (“Purchaser”), a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain, together with Enrique Eskenazi, Sebastián Eskenazi, Matías Eskenazi Storey and Ezequiel Eskenazi Storey (collectively, the “Eskenazi Family”, and together with the Purchaser, the “Bidders”) are offering to purchase (1) Class A Shares, Class B Shares, Class C Shares and Class D Shares of YPF Sociedad Anónima (“YPF” or the “Issuer”), a corporation (sociedad anónima) organized under the laws of the Republic of Argentina (“Argentina”) (all such shares having par value of 10 Pesos per share, collectively, the “Shares”) held by U.S. Persons (as defined below) and (2) all outstanding American Depositary Shares (each representing one Class D Share of YPF) (the “ADSs”; and together with the Shares, the “Securities”), at a price of U.S. $49.45 (forty-nine dollars and forty-five cents) per Security, in cash (the “Offer Price”), without interest thereon, less any required withholding taxes and, if applicable, any Distributions, upon the terms and subject to the conditions set forth in this U.S. Offer to Purchase and in the related documents (which, together with any amendments or supplements thereto, collectively constitute the “U.S. Offer”). The U.S. Offer is being made in conjunction with an offer by Purchaser in Argentina for all outstanding Shares (but not ADSs) (the “Argentine Offer,” and together with the U.S. Offer, the “Offers”). Non-U.S. Persons will not be permitted to tender their Shares in the U.S. Offer. ADSs (whether or not held by U.S. Persons (as defined below)) may only be tendered in the U.S. Offer. The price

offered in the Argentine Offer is the same as the Offer Price in the U.S. Offer, payable in Argentine pesos in the case of the Argentine Offer. The Bidders do not intend to change the Offer Price and, while the Offers are open, will not purchase or make any arrangements to purchase Securities, other than pursuant to the Offers.

The Offers are being made to comply with the by-laws of YPF (the “By-laws”) in connection with the simultaneous acquisition by Purchaser from Repsol YPF, S.A. (“Repsol”) and certain of its affiliates, of 0.1% of the outstanding capital stock of YPF.

On February 21, 2008, Repsol and certain of its affiliates granted the Eskenazi Family, the ultimate beneficial owner of Purchaser, an option to purchase 39,724,592 Class D Shares and/or ADSs representing up to an additional 10.1% in the aggregate of the outstanding capital stock of YPF at any time on or prior to February 21, 2012, pursuant to an agreement (the “First Option Agreement”) for the purchase of up to 0.1% of the outstanding capital stock of YPF (the “First Option”) and a separate agreement (the “Second Option Agreement” and, together with the First Option Agreement, the “Option Agreements”) for the purchase of up to 10% of the outstanding capital stock of YPF (the “Second Option” and, together with the First Option, the “Options”). Translated copies of the Option Agreements are attached as Exhibits (d)(2) and (d)(3) to Schedule TO, respectively.

The Options were granted by Repsol in conjunction with the acquisition on February 21, 2008, by Petersen Energía, S.A. (“Petersen SA”), an affiliate of Purchaser, of 58,603,606 ADSs of YPF (the “Acquisition”) representing 14.9% of the total outstanding capital stock of YPF at a price per share of U.S. $38.13758 pursuant to the terms and subject to the conditions set forth in the Stock Purchase Agreement, dated February 21, 2008, between Repsol, certain of Repsol’s affiliates and Petersen SA (the “SPA”). A translated copy of the SPA is attached as Exhibit (d)(1) to Schedule TO.

On May 7, 2008, the Eskenazi Family assigned all of its rights and obligations under the First Option to Purchaser. On May 20, 2008, Purchaser exercised the First Option. Upon consummation of the First Option, the Eskenazi Family will indirectly hold 15% of the total outstanding Securities. Under the By-laws, the Eskenazi Family, acting directly or through an affiliate, must make an offer to purchase all remaining outstanding Securities. Repsol agreed under the terms of the First Option and of a Shareholders’ Agreement among Repsol, certain Repsol’s affiliates, and Petersen SA, dated February 21, 2008 (the “SHA”, a translated copy of which is attached to Schedule TO as Exhibit (d)(4)), not to tender Securities held by it and its subsidiaries into the Offers.

According to YPF’s Annual Report for fiscal year 2007 filed on Form 20-F on April 16, 2008 (“YPF 20-F”), subsequent to Petersen SA’s purchase of ADSs pursuant to the SPA, the beneficial ownership of the outstanding capital stock of YPF was as follows: Repsol, 84.14% (ADSs or Class D Shares); Petersen SA, 14.9% (ADSs representing Class D Shares); Public Float, 0.93% (ADSs or Class D Shares); Argentine Federal and Provincial Governments, less than 0.01% (Class A and Class B Shares, respectively); and Employee Fund, 0.03% (Class C Shares).

The Offer Period for the U.S. Offer will expire at the Expiration Time on the Expiration Date, unless we extend the U.S. Offer. The Bidders will announce any decision to extend the U.S. Offer in a press release stating the new expiration date (the “New Expiration Date”) no later than 9:00 a.m., New York City time, on the first business day after the Expiration Date.

The U.S. Offer is not conditioned on any minimum number of Securities being tendered. However, the U.S. Offer is subject to other Conditions (as defined below). Acceptance and payment of the Offer Price will be made only after the Required Regulatory Approval (as defined below) has been obtained. If the Required Regulatory Approval has not been obtained by January 15, 2009, the Bidders will return any tendered Securities, promptly thereafter. Furthermore, if following the Expiration Time on the Expiration Date but prior to January 15, 2009, the CNDC (as defined below) issues the Required Regulatory Approval subject to conditions that are materially adverse to YPF (the “Conditioned Approval”), or notifies the Bidders that the Required Regulatory Approval will be denied (the “Denial Notice”), the Bidders will return all tendered Securities promptly after notice of such Conditioned Approval or Denial Notice has been received.

Tendering holders will have withdrawal rights until the Expiration Date or the New Expiration Date, as applicable, or, thereafter, until such time as the Bidders announce that the Required Regulatory Approval has been

obtained and that they will pay the Offer Price. See “THE U.S. OFFER — Section 2. Acceptance for Payment and Payment” and “THE U.S. OFFER — Section 15. Conditions of the U.S. Offer.”

On May 23, 2008, in a letter to the CNV (as defined below), the Board of Directors of YPF issued a favorable opinion on the reasonableness of the Offer Price under the Offers and recommended the acceptance of the Offers to the holders of Shares and/or ADS of YPF. The Board of Director of YPF based its recommendation on the fact that (i) the Offer Price complies with the provisions of the By-laws, and (ii) the Offers provide for payment in cash. The Board of Directors of YPF was required to make a recommendation as to acceptance or rejection of the Offers pursuant to the By-laws and CNV regulations. Under U.S. law, within ten business days after the day the U.S. Offer is commenced, YPF is required by the Exchange Act (as defined below) to file with the SEC (as defined below) and distribute to holders of Securities that are U.S. residents a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 containing a statement of YPF’s Board’s position with respect to the U.S. Offer.

A summary of the principal terms of the U.S. Offer appears on pages (i) through (vii). You should read this entire document carefully before deciding whether to tender your Shares and ADSs.

NONE OF THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION, HAS (A) APPROVED OR DISAPPROVED THE TENDER OFFER; (B) PASSED UPON THE MERITS OR FAIRNESS OF THE TENDER OFFER; OR (C) PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THE DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Information Agent for the U.S. Offer is: BNY Mellon Shareowner Services

September 11, 2008

IMPORTANT INFORMATION

Tenders by Holders of Shares. If you are a U.S. Person, you hold Shares and your Shares are deposited directly with Caja de Valores, or in the collective deposit system of Caja de Valores, and you desire to tender all or any portion of your Shares in the U.S. Offer, you should follow the instructions set forth in this U.S. Offer to Purchase. Any holder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if such holder desires to tender such Shares in the U.S. Offer. For more information see “THE U.S. OFFER — Section 3. Procedure for Tendering in the U.S. Offer — Holders of Shares.”

Tenders by Holders of ADSs. If you hold ADSs and you desire to tender all or any portion of the ADSs in the U.S. Offer, you should either (i) complete and sign the Letter of Transmittal or a copy thereof in accordance with the instructions contained in the Letter of Transmittal and mail or deliver the Letter of Transmittal, with original signatures, together with the ADRs evidencing tendered ADSs and all other required documents to The Bank of New York Mellon, the receiving agent in the United States for purposes of the U.S. Offer (the “U.S. Receiving Agent”) or tender such ADSs pursuant to the procedure for book-entry transfer set forth under the caption “THE U.S. OFFER — Section 4. Procedure for Tendering in the U.S. Offer — Holders of ADSs,” or (ii) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If you have ADSs registered in the name of a broker, dealer, commercial bank, trust company or other nominee you must contact such person if you desire to tender such ADSs. There will be no guaranteed delivery process available to tender ADSs. See “THE U.S. OFFER — Section 4. Procedure for Tendering in the U.S. Offer — Holders of ADSs.” ADSs cannot be tendered in the Argentine Offer.

Payment. In accordance with terms of the U.S. Offer, payment for the Securities tendered prior to the Expiration Time on the Expiration Date or any extension thereof and not previously withdrawn will be made if the Required Regulatory Approval (as defined below) has been obtained prior to January 15, 2009. If the Required Regulatory Approval has been obtained prior to the Expiration Time on the Expiration Date or any extension thereof, payment will be made promptly, but no earlier than 3 (three) business days after the Expiration Time on the Expiration Date, and if the Required Regulatory Approval has been obtained after the Expiration Time on the Expiration Date or any extension thereof, no later than 3 (three) business days after the Required Regulatory Approval has been obtained and the Bidders have announced that they are accepting and making payment for the Securities tendered prior to the Expiration Time on the Expiration Date or any extension thereof and not previously withdrawn. (See “THE U.S. OFFER — Section 2. Acceptance for Payment and Payment”, “THE U.S. OFFER — Section 15. Certain Conditions of the U.S. Offer” and “THE U.S. OFFER — Section 16. Certain Legal Matters; Regulatory Approvals.”)

Settlement of the Offer Price. The Offer Price for the Shares and ADSs accepted for payment pursuant to the U.S. Offer will be settled in U.S. dollars. You will bear exchange rate risks and costs if you wish to convert the currency received into another currency.

FOREIGN CURRENCY

In this document, references to “United States dollars”, “U.S. dollars”, “U.S. $”, “$” or “dollars” are to U.S. currency and references to “Argentine pesos” “pesos” or “Ps.” are to Argentine currency. Solely for the convenience of the reader, certain peso amounts have been translated into dollars at specified rates. These translations should not be construed as representations that the Argentine peso amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated or at any other rate. On September 10, 2008, the last practicable trading day prior to printing this U.S. Offer to Purchase, the exchange rate between Argentine pesos and U.S. dollars reported by Banco de la Nación Argentina (the “Quoted Exchange Rate”) for the exchange of Argentine pesos and U.S. dollars was Ps. $3.07 to U.S. $1.00.

FORWARD LOOKING STATEMENTS

This U.S. Offer to Purchase contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements made in this U.S. Offer to Purchase are subject to risks and uncertainties. Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as “believes”, “plans”, “anticipates”, “estimates”, “expects”, “intends”, “seeks” or similar expressions. In addition, any statements we may provide concerning future financial performance, ongoing business strategies or prospects, and possible future actions, including with respect to our strategy following completion of the Offers and our plans with respect to YPF, are also forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties and assumptions about YPF, economic and market factors and the industry in which YPF does business, among other things. You should not place undue reliance on forward-looking statements, which are based on current expectations, since, while the Bidders believe the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove accurate. This cautionary statement is applicable to all forward-looking statements contained in this U.S. Offer to Purchase and the material accompanying this U.S. Offer to Purchase. These statements are not guarantees of future performance. All forward-looking statements included in this U.S. Offer to Purchase are made as of the date on the front cover of this U.S. Offer to Purchase and, unless otherwise required by applicable law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors.

TABLE OF CONTENTS


			Page

SUMMARY TERM SHEET				i
INTRODUCTION				1
THE U.S. OFFER				4
	1.	Terms of the U.S. Offer		4
	2.	Acceptance for Payment and Payment		5
	3.	Procedure for Tendering in the U.S. Offer — Holders of Shares		6
	4.	Procedure for Tendering in the U.S. Offer — Holders of ADSs		11
	5.	Withdrawal Rights		13
	6.	Certain Tax Considerations		14
	7.	Price Range of Shares and ADSs; Dividends		17
	8.	Certain Information Concerning YPF		18
	9.	Certain Information Concerning the Eskenazi Family, Purchaser, and Holding		21
	10.	Source and Amount of Funds; Certain Requirements with Respect to the Offer Price under the Offers		22
	11.	Background of the Offers; Past Contacts, Transactions or Negotiations with YPF		23
	12.	Purpose of the Offers; Plans for YPF		26
	13.	Effect of the Offers on the Market for the Shares and ADSs; Registration of Shares under the Exchange Act and the Argentine Public Offering Law		28
	14.	Extension of Offer Period; Subsequent Offer Period; Amendment; Termination		28
	15.	Certain Conditions of the U.S. Offer		29
	16.	Certain Legal Matters; Regulatory Approvals		30
	17.	Fees and Expenses		33
	18.	Miscellaneous		34
SCHEDULE A				35

SUMMARY TERM SHEET

In the U.S. Offer, the Bidders are offering to purchase (1) all of the outstanding Shares of YPF held by U.S. Persons and (2) all of the outstanding ADSs of YPF, whether or not held by U.S. Persons, at the Offer Price to be settled in U.S. dollars, in cash, less any required withholding taxes and, if applicable, any Distributions.

The following are some of the questions you, as a holder of ADSs or as a U.S. Person holder of Shares, may have and answers to those questions. We urge you to carefully read the remainder of this U.S. Offer to Purchase and the accompanying documents because information in this summary is not complete and additional important information is contained in the remainder of this U.S. Offer to Purchase and the accompanying documents.

Unless otherwise defined herein, capitalized terms used in this Summary Term Sheet shall have the meaning attributed to them under other sections of this U.S. Offer to Purchase.

• Who is offering to purchase my Securities?

The Eskenazi Family and Purchaser are offering to purchase your Securities. Purchaser is a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain and a direct wholly-owned subsidiary of Holding. Both Purchaser and Holding are affiliates of the Eskenazi Family. Purchaser has no business or operations, and its sole purpose is to acquire Securities under the First Option and the Offers. Purchaser’s address is Velázquez 9, 1^o Planta, Madrid, Spain and its telephone number at such office is: +34 915750008. Holding is a holding company whose principal asset consists of all of the outstanding equity interests in Purchaser. Holding’s address is Teinfaltstrasse 8/4, 1010 Wien, Austria. Each member of the Eskenazi Family is a citizen of Argentina and the business address of each such member is Cerrito 740, piso 1, Buenos Aires, Argentina.

• What are the classes and amounts of securities sought in the Offers?

The capital stock of YPF is divided into four classes of shares: Class A Shares, Class B Shares, Class C Shares and Class D Shares. YPF also has ADSs. Each ADS represents one Class D Share. The YPF Class D Shares trade on the BASE under the symbol “YPFd.” The ADSs are listed on the NYSE under the trading symbol “YPF.” The ADSs began trading on the NYSE on June 29, 1993 and were delivered by The Bank of New York Mellon, the depositary for the ADSs (the “YPF Depositary”).

In the U.S. Offer, we are offering to purchase all of the outstanding Shares held by U.S. Persons and all of the outstanding ADSs (whether held or not by U.S. Persons). Simultaneously with the commencement of the U.S. Offer, Purchaser is offering to purchase all of the outstanding Shares (but not ADSs) under the Argentine Offer. The U.S. Offer and the Argentine Offer are expected to be settled on the same day. Non-U.S. Persons may tender Shares only in the Argentine Offer. ADSs cannot be tendered in the Argentine Offer. For more information, please see “INTRODUCTION.”

Repsol holds, either directly or indirectly, 166,703,944 Class D Shares and 164,236,286 ADSs (collectively, 84.14% of the total number of outstanding Shares, including Shares represented by ADSs) and has agreed not to tender its Securities in the Offers. Accordingly, for so long as Repsol retains ownership of these Securities, the maximum amount of Securities that can be tendered in the Offers accounts in the aggregate for less than 1% of the outstanding share capital of YPF.

• How much are the Bidders offering to pay for my Securities and what is the form of payment?

In the U.S. Offer we are offering to pay each Security holder U.S. $49.45 (forty-nine dollars and forty-five cents) per Security, in cash, without interest thereon, less any withholding taxes and, if applicable, any Distributions. The Offer Price for the Securities accepted for payment pursuant to the U.S. Offer will be settled and paid in U.S. dollars (See “THE U.S. OFFER — Section 1. Terms of the Offer”). The price in the Argentine Offer is the same as the Offer Price in the U.S. Offer, payable in Argentine pesos in the case of the Argentine Offer. The Bidders do not intend to change the Offer Price.

• Do I have to pay brokerage fees if I choose to tender my Securities?

If you are the registered owner of ADSs on the books of the YPF Depositary, and you tender your ADSs in the U.S. Offer, you will not have to pay brokerage fees or similar expenses. If you own your Shares or ADSs through a broker or other nominee, and your broker tenders your Shares or ADSs on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. For more information, see “INTRODUCTION” and “THE U.S. OFFER — Section 17. Fees and Expenses.”

• How will payment be made for the Securities I tender?

The Bidders will be deemed to have accepted for payment (and thereby purchased) Shares or ADSs validly tendered in the U.S. Offer and not properly withdrawn when the Bidders give written notice to the U.S. Receiving Agent of acceptance for payment of such Shares and ADSs. The Bidders will not accept or pay for any Securities tendered in the U.S. Offer or the Argentine Offer until the Required Regulatory Approval has been obtained. If the Required Regulatory Approval has been obtained prior to the Expiration Time on the Expiration Date or any extension thereof, payment will be made promptly, but no earlier than 3 (three) business days after the Expiration Time on the Expiration Date, and if the Required Regulatory Approval has been obtained after the Expiration Time on the Expiration Date or any extension thereof, no later than 3 (three) business days after the Required Regulatory Approval has been obtained and the Bidders have announced that they are accepting and making payment for the Securities tendered prior to the Expiration Time on the Expiration Date or any extension thereof and not previously withdrawn. (See “THE U.S. OFFER — Section 2. Acceptance for Payment and Payment.”)

Payment for Shares and ADSs accepted pursuant to the U.S. Offer will be made, provided the Required Regulatory Approval has been obtained, by deposit of the Offer Price therefore in U.S. dollars with the U.S. Receiving Agent and subsequent payment to tendering holders through the U.S. Receiving Agent. The U.S. Receiving Agent will act as an agent for tendering holders of Shares and/or ADSs, respectively, for the purpose of receiving payments from the Bidders and disbursing payments to such tendering holders of Shares and/or ADSs whose Shares and/or ADSs have been accepted for payment.

Each sale of Shares and/or ADSs pursuant to the U.S. Offer will be settled in U.S. dollars. Holders of Shares and/or ADSs who wish to convert the U.S. dollars received in connection with the U.S. Offer into another currency will bear all exchange rate risk associated with this conversion and will bear additional exchange rate risks should the U.S. Offer be extended. For more information on the payment mechanics see “THE U.S. OFFER — Section 2. Acceptance for Payment.”

• Do the Bidders have the financial resources to make payment?

If all outstanding Shares not held by Repsol or the Bidders and their subsidiaries (less than 1.0% of the outstanding Securities) are tendered in the Offers, we will need up to approximately U.S. $190,000,000 (one hundred and ninety million dollars), in the aggregate, to purchase Shares and/or ADSs tendered in the U.S. Offer and the Argentine Offer, as applicable. The Purchaser has entered into a loan agreement with Banco Santander S.A., providing Purchaser with a commitment of up to U.S. $198,500,000 (one hundred and ninety eight million five hundred thousand dollars), which is available until January 15, 2009, to finance the Offers and pay related fees and expenses. See “THE U.S. OFFER — Section 10. Source and Amount of Funds; Certain Requirements with respect to the Price under the Offers.”

• Is the financial condition of the Bidders relevant to my decision to tender in the U.S. Offer?

We do not think our financial condition is relevant to your decision whether or not to tender your Securities in the U.S. Offer because (1) the U.S. Offer is being made solely for cash, (2) the U.S. Offer is not subject to any financing condition, and (3) the Offers are for all outstanding Securities.

• Do the Bidders own any amount of Securities?

On May 20, 2008, Purchaser exercised the First Option to acquire 0.1% of the outstanding capital stock of YPF from Repsol and certain of its affiliates. Prior to the launching of the Offers and without giving effect to the exercise

of the First Option, Repsol beneficially owned 84.14% of the outstanding Securities, Petersen SA owned 14.90% of the outstanding Securities, the Argentine federal and provincial governments owned less that 0.01% of the outstanding Securities, an employee fund owned 0.03% of the outstanding Securities, and 0.93% of the outstanding Securities were owned by the public. In addition, the Eskenazi Family holds an option to purchase from Repsol and certain of its affiliates, 39,331,279 Class D Shares or ADSs representing up to an additional 10% in the aggregate of the outstanding capital stock of YPF at any time on or prior to February 21, 2012. See “INTRODUCTION.”

• Why is there a separate Argentine Offer?

YPF is an Argentine corporation. Its ADSs and the Class D Shares underlying them are registered under the Exchange Act and listed on the NYSE. YPF’s Class D Shares are listed on the BASE. Because upon consummation of the First Option the Eskenazi Family will hold 15% of the total outstanding Securities, the Eskenazi Family, acting directly or through an affiliate, is required under the By-laws to make an offer to purchase all remaining outstanding Securities. U.S. and Argentine law both require that tender offers comply with the home country rules and regulations. Because the U.S. and Argentine laws relating to tender offers are different and inconsistent in certain ways, we are making two separate offers. The terms and conditions of the Offers are substantially similar and only differ to the extent required by law or local customary market practice. We do not believe there are any material advantages or disadvantages to tendering Securities in the Argentine Offer compared to tendering in the U.S. Offer except that (i) U.S. holders of Shares who wish to participate in the Argentine Offer will not be granted the protection of the Exchange Act, and (ii) the offer price in the Argentine Offer will be settled in pesos. See “INTRODUCTION.”

• What is the purpose of the Offers?

The Offers are being made by the Bidders in connection with the exercise by the Purchaser of the First Option to purchase from Repsol and certain of its affiliates 0.1% of the outstanding capital stock of YPF on May 20, 2008. After the consummation of the First Option, the Eskenazi Family will indirectly hold 15% of the total outstanding Securities. Accordingly, under the By-laws, the Eskenazi Family, acting directly or through an affiliate, is required to make an offer to purchase all remaining outstanding Securities. Repsol has agreed under the terms of the First Option and the SHA not to tender Securities held by it and its subsidiaries (collectively accounting for 84.14% of the total outstanding Shares) into the Offers. See “INTRODUCTION.”

• Who can participate in the U.S. Offer?

The U.S. Offer is open to all holders of ADSs (whether or not held by U.S. Persons) and to holders of Shares that are U.S. Persons. For more information, see “THE U.S. OFFER — Section 3. Procedure for Tendering in the U.S. Offer — Holders of Shares”, and “THE U.S. OFFER — Section 4. Procedure for Tendering in the U.S. Offer — Holders of ADSs.”

• Who can participate in the Argentine Offer?

All holders of Shares (including U.S. Persons) may tender their Shares in the Argentine Offer. Holders of ADSs may not tender in the Argentine Offer. U.S. holders of Shares who wish to participate in the Argentine Offer should carefully consider that (i) they will not be granted the protection of the Exchange Act, and (ii) the offer price in the Argentine Offer will be settled in pesos, before they decide to tender their Shares in the Argentine Offer.

• What happens if I hold ADSs and I want to participate in the Argentine Offer?

Holders of ADSs cannot tender ADSs in the Argentine Offer. If you hold ADSs and you wish to participate in the Argentine Offer, you should contact The Bank of New York Mellon, the depositary for the ADSs, at 101 Barclay Street, 22nd Floor West, New York, New York, 10286, telephone number 212-815-2231, to convert your ADSs into Class D Shares, which may be then tendered directly in the Argentine Offer. You will have to pay a fee of up to U.S. $0.05 for each ADS converted. If you hold ADSs and you wish to participate in the Argentine Offer, you should allow sufficient time to complete all required steps to convert your ADSs into Class D Shares prior to the expiration

iii

of the Argentine Offer. For more information, please see “THE U.S. OFFER — Section 3. Procedure for Tendering in the U.S. Offer — Holders of ADSs.”

• I hold ADRs representing YPF’s ADSs. How do I participate in the U.S. Offer?

If you hold ADRs and wish to tender them in the U.S. Offer, you should complete and sign the Letter of Transmittal and send it, together with your ADRs and any other required documents, to the U.S. Receiving Agent at the address set forth on the back cover of this U.S. Offer to Purchase before the Expiration Time on the Expiration Date. The Letter of Transmittal is enclosed with this U.S. Offer to Purchase and is also available from the U.S. Information Agent at its address and telephone number set forth on the back cover of this U.S. Offer to Purchase. Do NOT send your ADRs to the Bidders, Holding, YPF or the U.S. Information Agent. For more information about the procedure for tendering ADSs in the U.S. Offer, see “THE U.S. OFFER — Section 4. Procedure for Tendering in the U.S. Offer — Holders of ADSs.”

• I hold YPF’s ADSs in book-entry form. How do I participate in the U.S. offer?

If you hold ADSs in book-entry form, instruct your broker or custodian to arrange, before the Expiration Time on the Expiration Date, for the book-entry transfer of your ADSs into the U.S. Receiving Agent’s account at DTC and to deliver an Agent’s Message to the U.S. Receiving Agent via DTC’s confirmation system confirming that you have received and agree to be bound by the terms of the U.S. Offer. For more information about the procedures for tendering ADSs in the U.S. Offer, see “THE U.S. OFFER — Section 4. Procedure for Tendering in the U.S. Offer — Holders of ADSs.”


•	What happens if I am not able to provide the U.S. Receiving Agent with all the documents required for the tender of ADSs?

You will not be able to tender you Securities in the U.S. Offer. There will be no guaranteed delivery process available to tender ADSs. For more information about the procedures for tendering ADSs in the U.S. Offer, see “THE U.S. OFFER — Section 4. Procedure for Tendering in the U.S. Offer — Holders of ADSs.”

• I am a U.S. person and I hold Class D Shares of YPF. How do I participate in the U.S. Offer?

If you are a U.S. Person and desire to accept the U.S. Offer in respect of all or any portion of your held YPF Class D Shares, and your Shares are registered in your name in the register of holders of Shares of YPF kept with Caja de Valores, or in the collective deposit system of Caja de Valores, you should follow the instructions set forth in this U.S. Offer to Purchase. Any holder of Shares whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominees must contact such broker, dealer, commercial bank, trust company or other nominee if such holder desires to tender such Shares. For more information see “THE U.S. OFFER — Section 3. Procedure for Tendering in the U.S. Offer — Holders of Shares.”

• How long do I have to decide whether to tender in the U.S. Offer?

You may tender your Shares and ADSs in the U.S. Offer from the Commencement Date through the Expiration Time on the Expiration Date, unless the U.S. Offer is extended, in which case you will have until the New Expiration Date to tender your Securities. Please be aware that if your Shares and/or ADSs are held by a broker, bank or other custodian, they may require advance notification before the Expiration Time on the Expiration Date or the New Expiration Date, as applicable. For more information, see “THE U.S. OFFER — Section 1. Terms of the U.S. Offer.”

• Can the U.S. Offer be extended and under what circumstances?

Under U.S. law, we may extend the U.S. Offer at any time, in our sole discretion, by giving oral or written notice of such extension to the Securities¢ holders and by making a public announcement of such extension. If we make a material change in the terms of the U.S. Offer or the information concerning the U.S. Offer or if we waive a material Condition of the U.S. Offer, we will also have to disseminate additional tender offer materials and extend the U.S. Offer if and to the extent required by Rules 14d-4(c), 14d-6(c) and 14(e)-1 under the Exchange Act or

otherwise. The Bidders will announce any decision to extend the U.S. Offer in a press release stating the New Expiration Date no later than 9:00 a.m., New York City time, on the first business day after the Expiration Date.

In order for the U.S. Offer and the Argentine Offer to expire on the same date, the additional period of the Argentine Offer will expire on October 20, 2008, and, except as required by applicable laws and regulations, the Bidders do not intend to extend the Expiration Date of the U.S. Offer to a date later than the expiration date of the additional period of the Argentine Offer. The Bidders do not intend to provide any subsequent offering periods under the U.S. Offer.

• How will I be notified if the U.S. Offer is extended?

If we extend the U.S. Offer, we will announce such extension by giving written notice to the U.S. Receiving Agent followed as promptly as practicable by a public announcement thereof. During any extension, all Securities previously tendered in the U.S. Offer and not withdrawn will continue to be deemed tendered in the U.S. Offer, subject to the rights of a tendering holder to withdraw its Securities in accordance with the terms of this U.S. Offer to Purchase. Any notice regarding the extension of the Argentine Offer will be given in accordance with Argentine regulations. For more information regarding extensions of the U.S. Offer, see “THE U.S. OFFER — Section 14. Extension of Offer Period; Subsequent Offer Period; Termination; Amendment.”

• What are the conditions to the U.S. Offer?

The U.S. Offer is not subject to any financing condition or minimum amount of Shares and/or ADSs tendered. However, the U.S. Offer will be subject to the satisfaction of the Conditions, including obtaining the Required Regulatory Approval, as described in “THE U.S. OFFER — Section 15. Certain Conditions of the U.S. Offer.”

• What are the conditions to the Argentine Offer?

The Argentine Offer is subject to substantially the same Conditions as the U.S. Offer and is conditioned upon the closing of the U.S. Offer.

• How do I withdraw previously tendered Shares and ADSs?

To be effective, a Form of Withdrawal (in the case of Shares) or a written or facsimile transmission notice of withdrawal (in the case of ADSs) must be timely received by the U.S. Receiving Agent at its address set forth on the back cover of this U.S. Offer to Purchase and must specify the name of the person who tendered the Shares and/or ADSs to be withdrawn and the number of Shares and/or ADSs to be withdrawn and the name of the registered holder of Shares and/or ADSs, if different from that of the person who tendered such Shares and/or ADSs. For more information regarding withdrawal of Securities tendered from the U.S. Offer, see “THE U.S. OFFER — Section 5. Withdrawal Rights.”

• Until what time can I withdraw previously tendered Shares and ADSs?

You will be entitled to withdraw your Securities from the U.S. Offer at any time prior to the Expiration Time on the Expiration Date or the New Expiration Date, as applicable or, thereafter, until such time as the Bidders announce that the Required Regulatory Approval has been obtained and that they will pay the Offer Price. For more information regarding withdrawal of Securities tendered from the U.S. Offer, see “THE U.S. OFFER — Section 5. Withdrawal Rights.”

• Will I receive any Distributions with respect to the Securities tendered?

hereof YPF should declare or pay any Distributions on the Securities that are payable or distributable to stockholders of record on YPF’s stock transfer records of Shares (in the case of Shares) and on the transfer records of the Depositary of ADSs (in the case of ADSs) on a date prior to the transfer to the name of the Purchaser of the tendered Shares and/or ADSs, in each case that are purchased pursuant to the U.S. Offer, then (i) the Offer Price payable by the Bidders per Security in the U.S. Offer will be reduced to the extent such Distributions are payable in cash and (ii) any non-cash Distributions received and held by a tendering holder shall be required to be promptly remitted and transferred to the U.S. Receiving Agent for the account of the Purchaser accompanied by appropriate documents of transfer. Pending such remittance, Purchaser will be entitled to all rights and privileges, as owner of any such non-cash Distributions and may withhold the entire Offer Price or deduct from the Offer Price the amount or value thereof, as determined by Purchaser in its sole discretion. See “THE U.S. OFFER — Section 2. Acceptance for Payment and Payment.”

• Do the holders of ADSs or Shares have appraisal rights in connection with the Offers?

Holders of ADSs and/or Shares do not have appraisal rights in connection with the U.S. Offer or the Argentine Offer. See “THE U.S. OFFER — Section 16. Certain Legal Matters; Regulatory Approvals.”

• Will YPF continue as a public company?

We presently anticipate that YPF will continue as a public company and will maintain its listing on the NYSE and BASE following our consummation of the Offers. None of the Bidders, YPF or Repsol is seeking to deregister or delist the Securities. To the contrary, in addition to the Acquisition and the Options, Repsol has publicly disclosed its intention to divest a substantial portion of its holdings in YPF, including undertaking a public offering of approximately 20% of YPF’s outstanding capital stock pursuant to the SHA. To consummate the public offering, YPF must maintain the registration of its Class D Shares and ADSs and maintain the listing of each of those classes of securities on the NYSE. See “THE U.S. OFFER — Section 13. Effects of the Offer on the Markets for the Shares and ADSs; Registration of Shares under the Exchange Act and the Argentine Public Offering Law.”

• What does the Board of YPF think of the Offers commenced by the Bidders?

In accordance with Argentine law, on May 23, 2008, the Board of Directors of YPF issued a favorable opinion on the reasonableness of the Offer Price under the Offers and recommended the acceptance of the Offers to the holders of Securities, issuing the corresponding report on the Offer Price.

Under U.S. law, within ten business days after the day the U.S. Offer is commenced, YPF is required by the Exchange Act to file with the SEC and distribute to holders of Securities that are U.S. residents a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 containing a statement of YPF’s Board’s position with respect to the U.S. Offer.

To the best of the Bidders’ knowledge, none of the executive officers, directors or affiliates of YPF has made any recommendation with respect to the tender offer in its individual capacity. For more information, see “INTRODUCTION.”

• Have any YPF shareholders agreed to tender their Securities in the Offers?

We have not entered into any agreements relating to Securities with shareholders of YPF other than with Repsol, with whom we have entered into certain agreements described in “THE U.S. OFFER — Section 11. Background of the Offers; Past Contacts, Transactions or Negotiations with YPF.” Under the First Option Agreement and the SHA, Repsol has agreed not to tender Securities held by it and its subsidiaries into the Offers.

• What are the tax consequences of tendering my Securities in the U.S. Offer?

The sale of Securities for cash pursuant to the U.S. Offer will be a taxable transaction for United States federal income tax purposes and possibly for state, local and foreign income tax purposes as well. In general, a U.S. holder (as defined in “THE U.S. OFFER — Section 6. Certain Tax Considerations”) who sells Securities pursuant to the U.S. Offer will recognize gain or loss for United States federal income tax purposes equal to the difference, if any,

between the amount of cash received and the holder’s adjusted tax basis in the Securities sold pursuant to the U.S. Offer. Gain or loss will be determined separately for each block of Securities (i.e., Securities acquired at the same cost in a single transaction) tendered pursuant to the U.S. Offer.

For a discussion of Argentine tax consequences and further discussion of U.S. tax consequences to U.S. security holders tendering their Securities in the U.S. Offer, see “THE U.S. OFFER — Section 6. Certain Tax Considerations.”

Because individual circumstances may differ, holders of Securities are urged to consult their own tax advisors to determine the applicability of the rules discussed above and the specific tax consequences of the U.S. Offer to them, including the application and effect of the alternative minimum tax, and any state, local and foreign tax laws and of changes in such laws.

• What is the market value of my ADSs and Class D Shares as of a recent date?

On May 21, 2008, the last trading day before we announced our intention to commence the U.S. Offer, the closing price of ADSs reported on the NYSE was U.S. $47.63, or Ps. 149.22, per ADS, and the closing price of the Class D Shares reported on the BASE was Ps. 153.00 per Class D Share, or U.S.$48.83, per share, using the selling exchange rate of Ps. 3.13 per U.S. $1.00 reported by Banco de la Nación Argentina on May 21, 2008.

On September 10, 2008, the last trading day before we commenced the U.S. Offer, the closing price of ADSs reported on the NYSE was U.S. $48.52.

On September 10, 2008, the last trading day before we commenced the U.S. Offer, the closing price of the Class D Shares reported on the BASE was Ps. 150.50 per Class D Share, or U.S.$ 48.96, per share, using the seller exchange rate of Ps. 3.07 per U.S. $1.00 reported by Banco de la Nación Argentina on September 10, 2008.

You should obtain a recent quotation for Class D Shares and ADSs in deciding whether to tender your Class D Shares and/or ADSs in the U.S. Offer. See “Section 7. Price Range of Shares and ADSs; Dividends” and “Section 8. Certain Information Concerning YPF.”

• Whom can I talk to if I have questions about the U.S. Offer?

If you have any questions about the procedure for tendering Shares and/or ADSs into the U.S. Offer, please contact the U.S. Information Agent at its address and telephone number as it appears on the back cover of this U.S. Offer to Purchase.

THIS U.S. OFFER TO PURCHASE AND THE RELATED OFFER DOCUMENTS CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE U.S. OFFER.

vii

To All U.S. Holders of Shares and/or Holders of ADSs of

YPF Sociedad Anónima:

INTRODUCTION

We, Petersen Energía Inversora, S.A. (“Purchaser”), a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain, together with Enrique Eskenazi, Sebastián Eskenazi, Matías Eskenazi Storey and Ezequiel Eskenazi Storey (collectively, the “Eskenazi Family”, and together with the Purchaser, the “Bidders”) are offering to purchase (1) Class A Shares, Class B Shares, Class C Shares and Class D Shares of YPF Sociedad Anónima (“YPF” or the “Issuer”), a corporation (sociedad anónima) organized under the laws of the Republic of Argentina (“Argentina”) (all such shares having par value of 10 pesos per share, collectively, the “Shares”) held by U.S. Persons (as defined below) and (2) all outstanding American Depositary Shares (each representing one Class D Share of YPF) (the “ADSs”, and together with the Shares, the “Securities”), at a price of U.S. $49.45 (forty-nine dollars and forty-five cents) per Security, in cash (the “Offer Price”), without interest thereon, and less any required withholding taxes and, if applicable, any Distributions, upon the terms and subject to the conditions set forth in this offer to purchase (the “U.S. Offer to Purchase”) and in the related documents (which, together with any amendments or supplements hereto, collectively constitute the “U.S. Offer”). We are making the U.S. Offer in conjunction with an offer in Argentina by Purchaser for all outstanding Shares (but not ADSs) (the “Argentine Offer,” and together with the U.S. Offer, the “Offers”). Non-U.S. Persons will not be permitted to tender their Shares in the U.S. Offer. ADSs (whether or not held by U.S. Persons) may only be tendered in the U.S. Offer. The price offered in the Argentine Offer is the same as the Offer Price in the U.S. Offer, payable in Argentine pesos in the case of the Argentine Offer. The Bidders do not intend to change the Offer Price and, while the Offers are open, will not purchase or make any arrangements to purchase Securities, other than pursuant to the Offers.

We are making the Offers to comply with certain provisions of the by-laws of YPF (the “By-laws”) in connection with our simultaneous acquisition from Repsol YPF, S.A. (“Repsol”) and certain of its affiliates, of an additional 0.1% of the outstanding capital stock of YPF pursuant to the terms of the First Option (as defined below).

On February 21, 2008, Repsol and certain of its affiliates granted the Eskenazi Family, the ultimate beneficial owners of Purchaser, an option to purchase from Repsol and such affiliates, at any time on or prior to February 21, 2012, 39,724,592 Class D Shares or ADSs representing up to an additional 10.1% in the aggregate of the outstanding capital stock of YPF pursuant to an agreement (the “First Option Agreement”) for the purchase of 0.1% of the outstanding capital stock of YPF (the “First Option”) and a separate agreement (the “Second Option Agreement” and, together with the First Option Agreement, the “Option Agreements”) for the purchase of up to 10% of the outstanding capital stock of YPF (the “Second Option” and, together with the First Option, the “Options”).

The Options were granted by Repsol in conjunction with the acquisition on February 21, 2008, by Petersen Energía, S.A. (“Petersen SA”), an affiliate of Purchaser of 58,603,606 ADSs of YPF (the “Acquisition”) representing 14.9% of the total outstanding capital stock of YPF at a price per share of U.S. $38.13758 pursuant to the terms and subject to the conditions set forth in the Stock Purchase Agreement, dated February 21, 2008, between Repsol, certain of Repsol’s affiliates and Petersen SA (the “SPA”).

On May 7, 2008, the Eskenazi Family assigned all of its rights and obligations under the First Option to Purchaser and Purchaser’s exercised the First Option on May 20, 2008. Thus, upon consummation of the First Option, the Eskenazi Family will indirectly hold 15% or more of the total outstanding Securities. Under the by-laws of YPF (the “By-laws”), the Eskenazi Family, acting directly or through an affiliate, must make an offer to purchase all remaining outstanding Securities. Repsol agreed under the terms of the First Option and of a Shareholders’ Agreement among Repsol, certain Repsol’s affiliates, and Petersen SA, dated February 21, 2008 (the “SHA”), not to tender Securities held by it and its subsidiaries into the Offers.

According to YPF’s Annual Report for fiscal year 2007 filed on Form 20-F on April 16, 2008 (“YPF 20-F”), subsequent to Petersen SA’s purchase of ADSs pursuant to the SPA, the beneficial ownership of the outstanding capital stock of YPF was as follows: Repsol, 84.14% (ADSs or Class D Shares); Petersen SA, 14.9% (ADSs representing Class D Shares); public shareholders, 0.93% (ADSs or Class D Shares); Argentine Federal and

Provincial Governments, less than 0.01% (Class A and Class B Shares, respectively); and employee fund, 0.03% (Class C Shares).

The Offer Period will commence at 9 a.m., New York City time on Thursday, September 11, 2008 (the “Commencement Date”) and will expire at 5 p.m., New York City time, on Monday, October 20, 2008 (the “Expiration Time”, “Expiration Date”, and “Offer Period”, respectively), unless the U.S. Offer is extended.

The U.S. Offer is not conditioned on any minimum number of Securities being tendered. However, the U.S. Offer is subject to other Conditions (as defined below). Acceptance and payment of the Offer Price will be made only after the Required Regulatory Approval (as defined below) has been obtained. If the Required Regulatory Approval has not been obtained by January 15, 2009, the Bidders will return any tendered Securities promptly thereafter. Furthermore, if following the Expiration Time on the Expiration Date but prior to January 15, 2009, the CNDC (as defined below) issues the Required Regulatory Approval subject to conditions that are materially adverse to YPF (the “Conditioned Approval”), or notifies the Bidders that the Required Regulatory Approval will be denied (the “Denial Notice”), the Bidders will return all tendered Securities promptly after notice of such Conditioned Approval or Denial Notice has been received.

On May 23, 2008, in a letter to the CNV (as defined below), the Board of Directors of YPF issued a favorable opinion on the reasonableness of the Offer Price under the Offers and recommended the acceptance of the Offers to the holders of Shares and/or ADS of YPF. The Board of Director of YPF based its recommendation on the fact that (i) the Offer Price complies with the provisions of the By-laws, and (ii) the Offers provide for payment in cash. The Board of Directors of YPF was required to make a recommendation as to acceptance or rejection of the Offers pursuant to the By-laws and CNV regulations. Under U.S. law, within ten business days after the day the U.S. Offer is commenced, YPF is required by the Exchange Act to file with the SEC (as defined below) and distribute to holders of Securities that are U.S. residents a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 containing a statement of YPF’s Board’s position with respect to the U.S. Offer.

If you are the record owner of ADSs on the books of the YPF Depositary and you tender your ADSs in the U.S. Offer, you will not have to pay brokerage fees or similar expenses. If you own your Shares or ADSs through a broker or other nominee, and your broker tenders your Shares or ADSs on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. For more information, see “THE U.S. OFFER — Section 17. Fees and Expenses.”

Exemptions and No-Action Relief Requested from the Securities and Exchange Commission (the “SEC”).

In order to facilitate the making of the U.S. Offer, we have requested from the SEC relief with respect to certain rules promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). In particular, we have requested the following:


	•	exemptive relief from the provisions of Rule 14d-10(a)(1) under the Exchange Act to permit the dual U.S. and Argentine offer structure described in this U.S. Offer to Purchase; and

	•	exemptive relief from the provisions of Rule 14e-5 under the Exchange Act. Rule 14e-5 prohibits a person making a tender offer for an equity security registered under Section 12 of the Exchange Act from, directly or indirectly, purchasing or making any arrangement to purchase such equity or any security convertible into, or exchangeable for such equity security, otherwise than pursuant to a tender offer, from the time the offer is publicly announced until its expiration. Accordingly, in the absence of the exemptive relief, the application of


		Rule 14e-5 may be construed as prohibiting us from arranging to purchase or purchasing Shares in the Argentine Offer. The exemption from Rule 14e-5 would permit us to make arrangements to purchase and purchase Shares pursuant to the Argentine Offer.

In addition, we requested that the SEC confirm that it would not recommend enforcement action under Rule 14e-1(c) of the Exchange Act if we accept and pay for Securities that have been tendered and not withdrawn only upon the receipt of the Required Regulatory Approval consistent with the description of the Offers contained herein.

On September 9, 2008, the SEC granted the no-action and exemptive relief described above.

This U.S. Offer to Purchase and its related documents contain important information and should be read carefully and in their entirety before any decision is made with respect to the U.S. Offer.

THE U.S. OFFER

1. Terms of the U.S. Offer.

Upon the terms and subject to the Conditions set forth in the U.S. Offer to Purchase (including, if the U.S. Offer is extended or amended, the terms and conditions of any extension or amendment), the Bidders will accept for payment and pay for all Shares and ADSs that are validly tendered on or prior to the Expiration Time on the Expiration Date or the New Expiration Date, as applicable, and not withdrawn as provided in Section 5.

Under U.S. law, if the Bidders make a material change in the terms of the U.S. Offer or the information concerning the U.S. Offer or if they waive a material Condition of the U.S. Offer, the Bidders will disseminate additional tender offer materials and extend the U.S. Offer if and to the extent required by Rules 14d-4(c), 14d-6(c) and 14(e)-1 under the Exchange Act (which require that material changes be promptly disseminated to shareholders in a manner reasonably designed to inform them of such changes) or otherwise. The minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. In the SEC’s view, an offer should remain open for a minimum of 5 (five) business days from the date the material change is first published, sent or given to holders of Shares and/or ADSs, and with respect to a change in price or a change in percentage of securities sought, a minimum 10 (ten) business-day period is generally required to allow for adequate dissemination to shareholders and investor response. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or a federal holiday, and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

Under Argentine law, the 20 (twenty) to 30 (thirty) business days initial term of the Argentine Offer must be extended for an additional period of 5 (five) to 10 (ten) business days, to give those holders that have not accepted the offer during the original term an opportunity to do so during such additional term. Purchaser may also request that the Comisión Nacional de Valores (the Argentine Securities Commission or “CNV”) authorize the amendment of the terms of the Argentine Offer at any time prior to the last 7 (seven) days of the initial offering period, as long as the amendment reflects an improvement of the original offer (e.g. by means of an increase in the consideration offered), which request will automatically extend the offer period for 7 (seven) additional business days. In addition, if the CNV deems it necessary, it may require that the offer period be further extended.

The U.S. Offer is subject to certain Conditions set forth in Section 15. If any such Conditions are not satisfied, the Bidders may (i) terminate the U.S. Offer and return all tendered Securities to tendering shareholders, (ii) extend the U.S. Offer and, subject to withdrawal rights as set forth in Section 5, retain all such Securities until the expiration of the U.S. Offer as so extended, (iii) waive such Conditions and, subject to any requirement to extend the period of time during which the U.S. Offer is open, purchase all Securities validly tendered by the Expiration Time on the Expiration Date and not withdrawn, or (iv) delay acceptance for payment or payment for Securities, subject to applicable law, until satisfaction or waiver of the Conditions to the U.S. Offer. For a description of the Bidders’ right to extend the period of time during which the U.S. Offer is open and to amend, delay or terminate the U.S. Offer, or delay payment of the Offer Price, see ‘‘THE U.S. OFFER — Section 14. Extension of Offer Period; Subsequent Offer Period; Termination; Amendment.”

Subject to applicable law or the requirements of any judicial or governmental authority, we have agreed not to acquire Shares pursuant to the Argentine Offer without purchasing Shares and/or ADSs pursuant to the U.S. Offer, and vice versa. In addition, we have agreed not to purchase or make any arrangement to purchase Shares and/or ADSs outside of the U.S. Offer during the U.S. Offer except for any purchase of Shares pursuant to the Argentine Offer.

The Bidders have published a summary advertisement (the “Summary Advertisement”) of the U.S. Offer in The New York Post on the date hereof. In addition, this U.S. Offer to Purchase and the related Form of Acceptance, Form of Withdrawal, and Letter of Transmittal will be mailed to U.S. holders of Shares and holders of ADSs, and to brokers, banks and similar persons who request them pursuant to the procedure set forth in the Summary Advertisement.

2. Acceptance for Payment and Payment.

For purposes of the U.S. Offer, the Bidders will be deemed to have accepted for payment (and thereby purchased) Shares and/or ADSs validly tendered and not properly withdrawn when the Bidders give written notice to the U.S. Receiving Agent of acceptance for payment of such Shares and ADSs (the “Acceptance Date”) after the Required Regulatory Approval has been obtained.

Shares

The Offer Price for the Shares accepted for payment pursuant to the U.S. Offer will be settled and paid in U.S. dollars. Holders of Shares who wish to convert the U.S. dollars received in connection with the U.S. Offer into another currency will bear all exchange rate risk associated with this conversion and will bear additional exchange rate risks should the U.S. Offer be extended.

Once the Bidders have accepted the tendered Shares for payment, payment for Shares accepted by the Bidders pursuant to the U.S. Offer will be made 3 (three) business days after the Acceptance Date (the “Payment Date”) by deposit of the Offer Price therefore in U.S. dollars with the U.S. Receiving Agent and subsequent payment to holders tendering Shares in the U.S. Offer through the U.S. Receiving Agent by a check to be mailed to the address indicated by the tendering holders in the Form of Acceptance. Payment of the Offer Price shall be made by the U.S. Receiving Agent only to the person identified on the Tender Certificate (as defined below) as the seller of the tendered Shares, and any of said persons shall be treated both by the Bidders and by the U.S. Receiving Agent as the sole owner and seller of the tendered Shares.

The U.S. Receiving Agent will act as agent for U.S. tendering holders of Shares for the purpose of receiving payments from the Bidders and transmitting payments to such tendering holders of Shares whose Shares have been accepted for payment.

ADSs

The Offer Price for the ADSs accepted for payment pursuant to the U.S. Offer will be in U.S. dollars. Holders of ADSs who wish to convert the U.S. dollars received in connection with the U.S. Offer into another currency will bear all exchange rate risk associated with that conversion.

Payment for ADSs accepted pursuant to the U.S. Offer will be made by deposit of the Offer Price therefor in U.S. dollars with the U.S. Receiving Agent. The U.S. Receiving Agent will act as agent for tendering holders of ADSs for the purpose of receiving payments from the Bidders and transmitting payments to such tendering holders of ADSs whose ADSs have been accepted for payment.

General Provisions

If any tendered Shares and/or ADSs are not purchased for any reason, the documents of title relating to the Shares or American Depositary Receipts (the “ADRs”) evidencing ADSs and other documents of title, if any, will be returned, without expense to, but at the risk of, the tendering holder (or, in the case of ADSs delivered by book-entry transfer, by transfer of such ADSs to an account maintained at the appropriate Book-Entry Transfer Facility), as promptly as practicable.

The Purchaser seeks to acquire the Securities together with all economic and voting rights, including rights to Distributions declared on or after the Commencement Date. Accordingly, if on or after the date hereof YPF should declare or pay any Distributions on the Securities that are payable or distributable to stockholders of record on a date prior to the transfer to the name of the Purchaser on YPF’s stock transfer records of Shares (in the case of Shares) and on the transfer records of the Depositary of ADSs (in the case of ADSs), in each case that are purchased

pursuant to the U.S. Offer, then (i) the Offer Price payable by the Bidders per Security in the U.S. Offer will be reduced to the extent such Distributions are payable in cash and (ii) any non-cash Distributions received and held by a tendering holder shall be required to be promptly remitted and transferred to the U.S. Receiving Agent for the account of the Purchaser accompanied by appropriate documents of transfer. Pending such remittance, Purchaser will be entitled to all rights and privileges, as owner of any such non-cash Distributions and may withhold the entire Offer Price or deduct from the Offer Price the amount or value thereof, as determined by Purchaser in its sole discretion. In the case of Distributions payable or distributable in cash to stockholders of record on a date prior to the transfer to the name of the Purchaser on YPF’s stock transfer records of Shares (in the case of Shares) and on the transfer records of the Depositary of ADSs (in the case of ADSs), tendering holders of Securities that intend to transfer such Distributions to the Purchaser and claim the Offer Price without deduction for such Distribution should contact the U.S. Receiving Agent well in advance of the Expiration Date. “Distributions” mean any distributions declared or paid by YPF in respect of any tendered Securities on or after the Commencement Date including, but not limited to, any payment of dividends in cash or in kind (in Shares or securities of any type), distributions of reserves, reimbursements of capital, full or partial redemptions, distributions for capital reductions, or rights to purchase any securities.

Under no circumstances will interest be paid on the Offer Price for the tendered Shares and/or ADSs whether or not the Expiration Date is extended. After the Acceptance Date, the Bidders’ obligation to make payments to tendering holders of Shares and/or ADSs shall continue until funds deposited with the U.S. Receiving Agent are paid to tendering holders of Shares and/or ADSs. Upon the deposit of funds with the U.S. Receiving Agent for the purpose of making payments to tendering holders of Shares and/or ADSs, the Bidders’ obligation to make the payment shall be satisfied, and tendering holders of Shares and/or ADSs must thereafter look solely to the U.S. Receiving Agent with respect to the Shares and/or ADSs for payment of amounts owed to them by reason of the acceptance for payment of Shares and/or ADSs pursuant to the U.S. Offer.

To the extent permitted by applicable Argentine and U.S. securities laws, we reserve the right to transfer or assign, in whole or in part at any time, to one or more of our subsidiaries or affiliates, the right to purchase Securities in the Offers, but any such transfer of assignment will not relieve us of our obligations under the Offers and will not prejudice the rights of tendering holders to receive payment for Securities validly tendered and accepted upon the terms and subject to the conditions set forth in the Offers.

3. Procedure for Tendering in the U.S. Offer — Holders of Shares

Only holders of Shares who are U.S. Persons are eligible to participate in the U.S. Offer. All other holders of Shares, and holders of Shares who are U.S. Persons but wish to participate in the Argentine Offer, must tender their Shares in the Argentine Offer. U.S. holders of Shares who wish to participate in the Argentine Offer should carefully consider that (i) they will not be granted the protection of the Exchange Act, and (ii) the offer price in the Argentine Offer will be settled in pesos, before they decide to tender their Shares in the Argentine Offer. For assistance in connection with the Argentine Offer, please contact Banco de Valores, S.A., the receiving agent under the Argentine Offer.

As used herein, a “U.S. Person” means (1) any individual resident in the United States; (2) any partnership or corporation organized or incorporated in the United States; (3) any estate of which any executor or administrator is a U.S. Person; (4) any trust of which the trustee is a U.S. Person; (5) any agency or branch of a foreign entity located in the United States; (6) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (7) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States; and (8) any partnership or corporation if (A) organized or incorporated under the laws of any foreign jurisdiction and (B) formed by a U.S. Person for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned by accredited investors (as defined in Rule 501(a) under the Securities Act); excluding, in each case, persons deemed not to be “U.S. persons” pursuant to Rule 902 (k)(2) of Regulation S under the Securities Act.

The tendering of Shares pursuant to the U.S. Offer shall constitute a binding agreement between the tendering holder of Shares and the Bidders pursuant to the terms and subject to the conditions of the U.S. Offer.

Pursuant to the terms of the U.S. Offer and subject to the Conditions thereof, the Bidders shall acquire such Shares as are validly tendered prior to the Expiration Time on the Expiration Date pursuant to the requirements listed below and provided that tendered Shares are not withdrawn as set forth in “THE U.S. OFFER -— Section 5. Withdrawal Rights.”

The U.S. Offer to Purchase, the Form of Acceptance and other relevant materials may be obtained at the offices of the U.S. Receiving Agent, at the addresses indicated on the back cover of this Offer during normal business hours through the Expiration Time on the Expiration Date. However, failure to receive any documentation related to this U.S. Offer by any holder of Shares shall not invalidate this U.S. Offer or any aspect hereof.

Procedure. A U.S. holder of Shares who decides to tender all or part of its Shares in the U.S. Offer, shall follow the procedures described below:

(i) Holders whose Shares are registered under their name in the share registry of YPF kept by Caja de Valores.

A holder whose Shares are registered under its name in the share registry of YPF kept by Caja de Valores and who intends to tender its Shares in the U.S. Offer must first transfer the Shares to the collective deposit system of Caja de Valores and follow the procedure described below.

A holder of Shares that does not have a cuenta comitente in the collective deposit system of Caja de Valores through a financial intermediary (“Custodian”), may open a cuenta comitente in its name through any Custodian. The Custodian will open a cuenta comitente at Caja de Valores in which it will deposit the stock certificate issued by Caja de Valores (“Certificate”) and a cash account, in the name of the holder of Shares both of which shall be free of charge to the holder of Shares until the thirtieth day after the Payment Date. For purposes of this U.S. Offer to Purchase, a “cuenta comitente” shall mean an account opened by a Custodian at Caja de Valores in the name of a holder of Shares.

The Shares may not be tendered by a U.S. holder until they are credited in the holder’s account (cuenta comitente) at Caja de Valores. A holder wishing to open a cuenta comitente should therefore contact a Custodian with sufficient time to allow the Custodian to open the cuenta comitente to permit the tendering of Shares prior to the Expiration time on the Expiration Date.

Once the applicable requirements are met, the cuenta comitente has been opened, and the Shares have been credited to such cuenta comitente, the U.S. holder may tender its Shares in the U.S. Offer, following the steps set forth below:

(a) the U.S. holder of Shares shall request its Custodian to instruct Caja de Valores to transfer its Shares to the custodian retained by the U.S. Receiving Agent in Argentina (the “Argentine Custodian”) to the account opened by the Argentine Custodian in the name of the U.S. Receiving Agent for purposes of the U.S. Offer (Depositante No. 583, Comitente No. 1,354,127) with Caja de Valores (the “U.S. Tendered Shares Account”).

(b) The Custodian will obtain from Caja de Valores a certificate evidencing the tendering of the Shares in the U.S. Offer and the transfer and registration of the Shares in favor of the Argentine Custodian in the U.S. Tendered Shares Account (the “Tender Certificate”).

The Tender Certificate shall indicate (i) the date of transfer, (ii) the number of Shares transferred to the U.S. Tendered Shares Account, and (iii) the name, identification number and/or the registration information with public registrar, as applicable. The tendering holder should provide its Custodian with this information and, in turn, the Custodian should make it available to Caja de Valores.

(c) Once the corresponding transfer is completed, a U.S. holder of Shares who wishes to tender its Shares in the U.S. Offer shall file a completed and signed Form of Acceptance, the Tender Certificate, and all other documentation that the U.S. Receiving Agent may request, with the U.S. Receiving Agent at the address indicated on the back cover of this Offer during normal business hours, no later than the Expiration Time on the Expiration Date.

(ii) Holders whose Shares are deposited in the collective deposit system of Caja de Valores.

A U.S. holder whose Shares are deposited in the collective deposit system of Caja de Valores that wishes to tender its Shares in the U.S. Offer shall follow the steps set forth below:

(a) The U.S. holder shall request its Custodian to transfer the Shares that the holder wishes to tender into the U.S. Tendered Shares Account pursuant to the terms of this U.S. Offer to Purchase.

(b) Custodians shall obtain a Tender Certificate evidencing the tendering of the Shares in the U.S. Offer, and the transfer and registration of the Shares in favor of the Argentine Custodian in the U.S. Tendered Shares Account. The Tender Certificate shall indicate (i) the date of transfer, (ii) the number of Shares transferred to the U.S. Tendered Shares Account, and (iii) the name, identification number and/or the public registrar’s information, as applicable.

(c) Once the corresponding transfer is completed, a U.S. holder of Shares that wishes to tender its Shares in the U.S. Offer shall file the completed and signed Form of Acceptance, the Tender Certificate, and all other documentation that the U.S. Receiving Agent may request, with the U.S. Receiving Agent at the address indicated on the back cover of this U.S. Offer, no later than the Expiration Time on the Expiration Date.

(iii) General Provisions

Shares held directly may not be tendered by a U.S. person in the U.S. Offer until they are transferred into the collective deposit system and credited in the holder’s account (cuenta comitente) at Caja de Valores. Each holder wishing to open a cuenta comitente should therefore contact a Custodian with sufficient time to allow the Custodian to open the cuenta comitente to permit the tendering of Shares prior to the Expiration time on the Expiration Date. Each holder of Shares should consult with its Custodian as to whether there may be any delay in the issuance of the Tender Certificate by Caja de Valores. The transfer of Shares to the U.S. Tendered Shares Account (and the obtaining of the Tender Certificate) may take time. Neither the Bidders nor the U.S. Receiving Agent may provide holders of Shares with a specific timeframe for performing these steps, and therefore each holder should start this procedure as soon as possible.

Only the person or persons whose name or names appear on the Tender Certificate may sign the corresponding Form of Acceptance. If the tendered Shares are deposited in joint accounts, all holders in whose name the Shares are registered must sign a Form of Acceptance even if the Tender Certificate has been issued in the name of a single person. However, if each joint account holder is authorized to dispose the Shares without the consent of the other holder/s, any of the joint account holders may sign the Form of Acceptance. Unless evidence is provided to the contrary, joint account holders will be deemed to require the consent of the other holder/s to dispose the Shares deposited in the joint account.

U.S. holders of Shares may chose to file the Form of Acceptance personally, by authorized agent, or through their Custodians.

The method for delivering the Tender Certificate, the Form of Acceptance, and all the other documents required is at the sole option and risk of the tendering holders of Shares. The Shares shall be deemed tendered only when the Shares have been deposited in the U.S. Tendered Shares Account and the Form of Acceptance, the Tender Certificate, and other required documents have been received, and not rejected, by the U.S. Receiving Agent.

Subject to the right of any tendering U.S. holder to withdraw any tendered Shares, the U.S. Receiving Agent will keep the Shares deposited in the U.S. Tendered Shares Account until such time as the U.S. Offer is settled and the Bidders pay the Offer Price or the U.S. Offer is terminated.

When a U.S. Person that holds Shares and wishes to participate in the U.S. Offer has correctly completed the procedure described in this section, it shall be deemed to have tendered its Shares in the U.S. Offer and to have accepted all the terms and conditions thereof. The Shares shall not be deemed to have been tendered in the U.S. Offer until such time as the U.S. Receiving Agent has received the documents described above. Once the documents are received by the U.S. Receiving Agent, the tendering holder of Shares may only withdraw the tendered Shares by following the procedure detailed in Section 5 (five) below.

(iv) Holders of Shares who tender through the MERVAL Procedure.

U.S. Persons that hold Shares will not be entitled to tender their Shares in the U.S. Offer through the market system and pursuant to such applicable regulations as provided by the MERVAL (the “MERVAL Procedure”). If they wish to avail themselves of the MERVAL Procedure, they will be required to tender their Shares in the Argentine Offer, in which case the holder should consult its Custodian regarding the procedures to be followed.

Form of Acceptance. The provisions hereof shall be included in the Form of Acceptance and shall be deemed to form part thereof. Each holder of Shares who has signed or in whose name a Form of Acceptance has been signed, irrevocably represents and warrants to the Bidders, and agrees with the Bidders, that:

(a) the presentation of the Form of Acceptance constitutes (i) an acceptance of the U.S. Offer with respect to the number of Shares indicated on the Form of Acceptance, (ii) a commitment to present the Tender Certificate to the U.S. Receiving Agent as set forth in this U.S. Offer to Purchase and to present any other document and to take any other steps necessary to allow the Bidders to consummate the transfer of ownership of the Shares, subject to the terms and conditions established in this Offer to Purchase and in the Form of Acceptance, and (iii) with the exception of the withdrawal rights of the tendering holders of Shares, an irrevocable tender of the Shares in the U.S. Offer;

(b) the U.S. holder of Shares is the owner of the Shares indicated on the Form of Acceptance and the holder has full authority and rights to deliver, sell, and transfer such Shares and rights inherent thereto to the Bidders;

(c) the tendered Shares are tendered free and clear from all liens, titles, charges, privileges and/or encumbrances, and together with all the rights which they grant or may grant in the future;

(d) the presentation of the Form of Acceptance to the U.S. Receiving Agent constitutes an instruction (which shall become irrevocable after the Acceptance Date) to deliver to the Bidders the tendered Shares as of the Payment Date;

(e) the presentation of the Form of Acceptance constitutes (i) an instruction (which shall be irrevocable as from the Acceptance Date) to YPF, Caja de Valores, the U.S. Receiving Agent, and the Argentine Custodian, as applicable, to cause the registration and/or register the transfer of the tendered Shares in favor of Purchaser and to deliver to Purchaser a certificate of ownership of the tendered Shares (“Constancia de Saldo de Cuentas”) and/or other documents which prove ownership of such Shares, on the Payment Date; and (ii) a commitment (which shall be irrevocable as from the Acceptance Date) to present any other document and to take any other measure necessary to allow the Bidders to consummate the transfer of ownership of the Shares, pursuant to the terms and conditions set forth in this U.S. Offer to Purchase and in the Form of Acceptance;

(f) the U.S. holder undertakes to ratify any and all of the acts or procedures that may be performed or effected by the Bidders or any of its directors or agents or YPF or any of its agents, as the case may be, in the exercise of any of its or their respective powers and/or authorizations in virtue hereof;

(g) the U.S. holder accepts that the voting and any other rights attaching to the tendered Shares, may not be exercised by the holder of Shares while the tendered Shares are deposited in the U.S. Tendered Shares Account;

(h) the U.S. holder accepts that the Purchaser seeks to acquire the Securities together with all economic and voting rights, including rights to Distributions declared on or after the Commencement Date. Accordingly, the holder accepts that if on or after the date hereof YPF should declare or pay any Distributions on, or issue any right with respect to, the Shares that are payable or distributable to stockholders of record on YPF’s stock transfer records of Shares on a date prior to the transfer to the name of the Purchaser of the tendered Shares, then (i) the Offer Price payable by the Bidders per Share in the U.S. Offer will be reduced to the extent such Distributions are payable in cash and (ii) any non-cash Distributions received and held by a tendering holder shall be required to be promptly remitted and transferred to the U.S. Receiving Agent for the account of the Purchaser accompanied by appropriate documents of transfer. Pending such remittance, Purchaser will be entitled to all rights and privileges, as owner of any such non-cash Distributions and may withhold the entire

Offer Price or deduct from the Offer Price the amount or value thereof, as determined by Purchaser in its sole discretion;

(i) the U.S. holder grants a power of attorney in favor of the U.S. Receiving Agent and the Argentine Custodian to receive such notifications, documents, or other communications to be sent to the holders of the tendered Shares, to execute any documents necessary to receive and keep in custody the tendered Shares and to exercise all other rights attaching to the tendered Shares;

(j) the U.S. holder agrees not to sell, assign, transfer, pledge or encumber in any manner the tendered Shares while they are deposited in the U.S. Tendered Shares Account and to keep the tendered Shares free and clear from any liens, charges, privileges and/or encumbrances, and not to exercise any of the rights appertaining thereto;

(k) the U.S. holder agrees not to modify or close the cuenta comitente from which the tendered Shares were transferred while the Shares are deposited in the U.S. Tendered Shares Account;

(l) the U.S. holder has reviewed the U.S. Offer documents; has not received from the U.S. Receiving Agent or the U.S. Information Agent any information or representations inconsistent with or differing from the information or representations contained in the Offer documents; and the holder’s decision to tender in the U.S. Offer has been based on the holder’s own analysis of YPF and of the U.S. Offer, including the benefits and risks involved and the holder has not received any type of legal, business, financial, tax, and/or any other type of advice from the Bidders, the U.S. Receiving Agent, the U.S. Information Agent and/or any of their parent, subsidiary, affiliated or related entities;

(m) all the information contained in the Form of Acceptance is true and correct;

(n) the holder is a U.S. Person or is holding for a U.S. Person.

Certification of Signatures. Neither the Bidders nor the U.S. Receiving Agent shall be obligated to accept the Form of Acceptance or the Tender Certificate if the authenticity of the signatures of the persons signing them (or in case the signatory is married, of the spouse’s signature) is not certified by a notary public. This certification will not be necessary if the signing takes place at the U.S. Receiving Agent’s offices.

In case of joint submissions to the U.S. Receiving Agent by holders of Shares who are married, the signature and identity of each of the spouses shall be certified before a notary public for the purposes of Article 1277 of the Argentine Civil Code, except when both spouses are physically present before the U.S. Receiving Agent and are able to prove identity and provide proof of marriage. Expenses related to certifications before notary publics shall be the responsibility of the tendering holder of Shares.

Partial Tenders. If fewer than all of the Shares delivered by a holder to the Argentine Custodian are to be tendered, the holder should so indicate in the Form of Acceptance by filling in the number of Shares that are to be tendered in the Box 1 of the Form of Acceptance. In such case, a new certificate of ownership (or Constancia de Saldo en Cuentas) for the untendered Shares may be requested by the person(s) signing such Form of Acceptance (or delivered as the holder indicates thereon) as promptly as practicable following the Payment Date.

Maintaining of Shares to be Transferred in Custody. The U.S. Receiving Agent will maintain the Shares transferred into the U.S. Tendered Shares Account in custody in favor of both the Bidders and the tendering holder of Shares until the Payment Date, provided that (i) the tendering holder of Shares has not withdrawn its Shares; (ii) the tendering of the Shares was not defective, and (iii) the U.S. Offer remains open.

While the Shares remain deposited in the U.S. Tendered Shares Account, the tendering holder of Shares may not exercise the voting rights of the tendered Shares.

If the tendering holder were to withdraw the tendered Shares or the U.S. Offer were to be terminated by the Bidders because any of the Conditions described in “THE U.S. OFFER — Section 15. Certain Conditions of the U.S. Offer” have not been met, or due to any other reason, the U.S. Receiving Agent will return the tendered Shares as promptly as practicable after the date on which the Bidders notify the tendering holders that the U.S. Offer has been terminated.

All Shares delivered to the Argentine Custodian will be deemed to have been tendered unless otherwise indicated. See Instruction 1 of the Form of Acceptance.

If you are in any doubt as to the procedure for acceptance of Shares, please call the U.S. Information Agent at the telephone numbers set forth on the back cover of this U.S. Offer to Purchase.

Defects in Tendering in the Offer. Falsehood or Inaccuracy of Tendering Holder’s Representations. All questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us in our sole discretion, which determination shall be final and binding on all parties. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form. We also reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular holder, whether or not any similar defect or irregularity is waived in the case of other holders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. Neither we nor any of our affiliates or assigns nor any person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Our interpretation of the terms of the tender offer will be final and binding.

We reserve the right to reject the tendering of any Shares if, at our sole and exclusive discretion, we believe that the payment to be made by us or the transfer of such Shares to us is illegal or contrary to any judgment, order, decision or opinion of the competent authority. In addition, the Bidders shall have the right to reject any tendered Shares at any time until the Payment Date in the event of the lack of performance by the holder of Shares of any of the covenants agreed to herein or if any representation made proves to be false or inaccurate.

The Bidders and the U.S. Receiving Agent will rely on the information provided to them by the Custodian in connection with (i) the actual deposit in the cuenta comitente of the Shares to be tendered, and (ii) the accuracy of the identity and capacity, and adequacy of the required consents, of the holder of the cuenta comitente to instruct its Custodian to effect the transfer of the Shares to the U.S. Tendered Shares Account. Any mistake, error, or inaccuracy in connection thereto will be the sole responsibility of the tendering holder and its Custodian.

In the event of a rejection of tendered Shares by the Bidders, the Shares shall be returned to the tendering holder and no payment of the Offer Price shall be made to such holder if the U.S. Offer is consummated.

4. Procedure for Tendering in the U.S. Offer — Holders of ADSs.

This U.S. Offer to Purchase, the Letter of Transmittal, and other relevant materials will be mailed to registered holders of ADSs and furnished to beneficial owners thereof, if requested. For a holder of ADSs to validly tender ADSs pursuant to the U.S. Offer, a properly completed and duly executed Letter of Transmittal (or a copy thereof with original signatures), together with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of ADSs, and any other required documents, must be received by the U.S. Receiving Agent at one of its addresses set forth on the back cover of this U.S. Offer to Purchase, and ADRs evidencing such ADSs must be received by the U.S. Receiving Agent at one of such addresses or the ADSs must be received pursuant to the procedures for book-entry transfer set forth below (and a confirmation of receipt of such transfer received by the U.S. Receiving Agent) on or prior to the Expiration Time on the Expiration Date or the New Expiration Date, as applicable. All valid Letters of Transmittal, ADRs and other required documents delivered to the U.S. Receiving Agent by ADS holders will be deemed (without any further action by the U.S. Receiving Agent) to constitute acceptance of the U.S. Offer by such ADS holders with respect to such ADSs subject to the terms and conditions set forth in the Letter of Transmittal. The acceptance of the U.S. Offer by a tendering ADS holder pursuant to procedures described above, subject to “THE U.S. OFFER — Section 5. Withdrawal Rights”, will constitute a binding agreement between such tendering ADS holder and the Bidders upon the terms of the U.S. Offer. If an ADS has been tendered by an ADS holder, the Shares represented by such ADS may not be tendered by such ADS holder. ADSs held through the Book-Entry Transfer Facility (as defined below) must be tendered by means of delivery of an Agent’s Message (as defined below) and of the ADSs pursuant to the procedures for book-entry transfer to an account opened and maintained for such purpose by the U.S. Receiving Agent within The Depository Trust Company (“DTC”) (the “Book-Entry Transfer Facility”).

Book-Entry Transfer. The U.S. Receiving Agent will establish an account at the Book-Entry Transfer Facility with respect to the ADSs held in book-entry form for purposes of the U.S. Offer. Any financial institution that is a

participant in the Book-Entry Transfer Facility’s systems may make book-entry delivery of ADSs by causing the Book-Entry Transfer Facility to transfer such ADSs into the U.S. Receiving Agent’s account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedure for such transfer. The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the U.S. Receiving Agent and forming a part of a Book-Entry Transfer Facility confirmation system that states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the ADSs that such participant has received and agrees to be bound by the terms of the Letter of Transmittal. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedures does not constitute delivery to the U.S. Receiving Agent.

The method of delivery of ADSs, the Letter of Transmittal and all other required documents is at the option and risk of the tendering ADS holder. ADSs will be deemed delivered only when actually received by the U.S. Receiving Agent. If delivery is by mail, registered mail (with return receipt requested) and proper insurance is recommended. Delivery should be effected as soon as possible but no later than the Expiration Time on the Expiration Date or the New Expiration Date, as applicable.

Signature Guarantees. No signature guarantee is required on the Letter of Transmittal if: (i) the Letter of Transmittal is signed by the registered holder of the ADSs tendered therewith and such registered holder has not completed either the box entitled “Special Delivery Instruction” or the box entitled “Special Issuance Instructions” on the Letter of Transmittal; or (ii) such ADSs are tendered for the account of a financial institution (including most banks, savings and loan associations and brokerage houses) which is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchange Medallion Program (an “Eligible Institution”). In all other cases, all signatures on the Letters of Transmittal must be guaranteed by an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal.

If the ADS are registered in the name of a person other than the signer of the Letter of Transmittal, then the tendered ADRs must be endorsed or accompanied by appropriate stock powers, signed exactly as the name or names of the registered owner or owners appear on the ADRs, with the signatures on the ADRs or stock powers guaranteed as aforesaid. See Instructions 1 and 5 of the Letter of Transmittal.

Partial Tenders. If Shares underlying fewer than all of the ADSs evidenced by ADRs delivered to the U.S. Receiving Agent are to be tendered, the holder thereof should so indicate in the Letter of Transmittal by filing in the number of ADSs which are to be tendered in the box entitled “Number of ADSs Representing Shares To Be Tendered.” In such case, a new ADR for the remainder of the ADSs represented by the old ADR will be sent to the person(s) signing such Letter of Transmittal (or delivered as such person properly indicates thereon) as promptly as practicable following the date the tendered ADSs are accepted for payment.

All ADSs delivered to the U.S. Receiving Agent will be deemed to have been tendered unless otherwise indicated. See Instruction 4 of the Letter of Transmittal. In the case of partial tenders, ADSs not tendered will not be reissued to a person other than the registered holder.

Notwithstanding any other provision hereof, payment for ADSs purchased pursuant to the U.S. Offer will in all cases be made only after timely receipt by the U.S. Receiving Agent of ADRs evidencing such ADSs (or, in the case of ADSs held in book-entry form, timely confirmation of a book-entry transfer of such ADSs into the U.S. Receiving Agent’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth above), a properly completed and duly executed Letter of Transmittal with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message) and any other required documents.

Appointment as Proxy. By executing the Letter of Transmittal as set forth above, the tendering ADS holder agrees that, effective from and after the date ADSs are tendered thereby, (i) the Bidders shall be entitled to direct the exercise of any votes attaching to any Shares represented by ADSs in respect of which the U.S. Offer has been accepted or is deemed to have been accepted and any other rights and privileges attaching to such Shares represented by ADSs, including any right to call a meeting of the shareholders; and (ii) the execution of the Letter of Transmittal and its delivery to the U.S. Receiving Agent will constitute: (a) an authority from the tendering holder of ADSs to send any notice, circular, document or other communications which may be required to be sent to such holder to the Bidders at their registered offices; (b) an authority to the Bidders to sign any consent to execute a form

of proxy in respect of the Shares represented by the ADSs in respect of which the U.S. Offer has been accepted or is deemed to have been accepted appointing any person nominated by the Bidders to attend general meetings of shareholders of YPF and to exercise the votes attaching to such Shares on behalf of the tendering ADS holder; and (c) the agreement of the tendering holder of ADSs not to exercise any of such rights without the consent of the Bidders and the irrevocable undertaking of the tendering holder of ADSs not to appoint a proxy for or to attend general meetings of shareholders.

Tax Withholding. Under the U.S. federal income tax laws, the U.S. Receiving Agent may be required to withhold 28% of the amount of any payments made to certain ADS holders pursuant to the U.S. Offer. In order to avoid such backup withholding, each tendering ADS holder is required to (i) in the case of a U.S. holder, as defined in Section 6, provide the U.S. Receiving Agent with such holder’s correct U.S. taxpayer identification number and certify that such holder is not subject to such backup withholding by completing IRS Form W-9 or (ii) in the case of a non-U.S. holder, as defined in Section 6, provide the U.S. Receiving Agent a completed IRS Form W-8 BEN (or other applicable form) prior to receipt of any payment.

Holders of ADSs cannot tender ADSs directly in the Argentine Offer. If you hold ADSs and you wish to participate in the Argentine Offer, you should contact The Bank of New York Mellon, the depositary for the ADSs, at 101 Barclay Street, 22^nd Floor West, New York, New York, 10286, telephone number 212-815-2231, in order to convert your ADSs into Class D Shares, which may be then tendered directly in the Argentine Offer. You will have to pay a fee of up to $0.05 for each ADS converted. If you hold ADSs and you wish to participate in the Argentine Offer, you should allow sufficient time to complete all required steps to convert your ADSs into Class D Shares prior to the expiration date of the Argentine Offer.

If you are in any doubt about the procedure for acceptance of ADSs, please call the U.S. Information Agent at its telephone numbers set forth on the back cover of this U.S. Offer to Purchase.

All questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of ADSs will be determined by us in our sole discretion, which determination shall be final and binding to all parties. We reserve the absolute right to reject any and all tenders determined by us no to be in proper form. We also reserve the absolute right to waive any defect or irregularity in the tender of any ADSs of any particular holder, whether or not similar defect or irregularities are waived in the case of other holders. No tender of ADSs will be deemed to have been validly made until all defects and irregularities have been cured or waived. Neither we nor any of our affiliates or assigns nor any person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Our interpretation of the terms of the tender offer will be final and binding.

5. Withdrawal Rights.

Tenders of Shares and/or ADSs made pursuant to the U.S. Offer may be withdrawn at any time prior to the Expiration Time on the Expiration Date or the New Expiration Date, as applicable or, thereafter, until such time as the Bidders announce that the Required Regulatory Approval has been obtained and that they will pay the Offer Price. The Bidders will announce that the Required Regulatory Approval has been obtained within 1 (one) business day after Petersen SA has been served with notice of such Required Regulatory Approval, by issuing a press release and amending the Tender Offer Statement that the Bidders filed with the SEC on Schedule TO.

Shares

The withdrawal of any Shares tendered in the U.S. Offer can only be made by presenting a signed form of withdrawal (the “Form of Withdrawal”) to the U.S. Receiving Agent. Such withdrawal will be effective only if the U.S. Receiving Agent timely receives the Form of Withdrawal at its address set forth on the back cover of this U.S. Offer to Purchase. The Form of Withdrawal must specify the name of the person who tendered the Shares to be withdrawn and the number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares, and signatures must be certified by a notary public.

ADSs

To be effective, a written or facsimile transmission notice of withdrawal must be timely received by the U.S. Receiving Agent at its address set forth on the back cover of this U.S. Offer to Purchase and must specify the name of the person who tendered the ADSs to be withdrawn and the number of ADSs to be withdrawn and the name of the registered holder of ADSs, if different from that of the person who tendered such ADSs. If the ADSs to be withdrawn have been delivered to the U.S. Receiving Agent, a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (except in the case of ADSs tendered by an Eligible Institution) must be submitted prior to the release of such ADSs. In addition, such notice must specify, in the case ADSs tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering holder) and the serial numbers shown on the particular certificates evidencing ADSs to be withdrawn or, in the case of ADSs tendered by book-entry transfer, the name and number of the account at one of the Book-Entry Transfer Facilities to be credited with the withdrawn ADSs.

General Considerations

Withdrawals may not be rescinded (without the written consent of the Bidders), and Shares and ADSs withdrawn will thereafter be deemed not validly tendered for purposes of the U.S. Offer. However, withdrawn Shares and ADSs may be re-tendered following one of the procedures described in Section 3 or Section 4, as applicable, at any time prior to the Expiration Time on the Expiration Date, or thereafter, until the New Expiration Date, if the Bidders extended the U.S. Offer.

If any tendering holder of Shares and/or ADSs withdraws its tendered Shares and/or ADSs within the timeframe set forth herein and pursuant to the terms of the U.S. Offer, the Argentine Custodian and/or the U.S. Receiving Agent, as applicable, shall return to such tendering holder the tendered Shares and/or ADSs withdrawn after deducting such customary expenses and commissions that may apply.

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Bidders, in their sole discretion, subject to applicable law, which determination shall be final and binding. None of the Bidders, the U.S. Receiving Agent, the U.S. Information Agent, the Argentine Custodian or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification.

6. Certain Tax Considerations.

The following describes the material U.S. federal income tax and Argentine tax consequences of the sale of Shares and/or ADSs pursuant to the U.S. Offer.

As used herein, the term “U.S. holder” means a beneficial owner of Shares and/or ADSs that is (1) a U.S. citizen or resident for United States federal income tax purposes; (2) a United States domestic corporation or partnership; (3) a trust subject to the control of a U.S. person and the primary supervision of a United States court; or (4) an estate the income of which is subject to U.S. federal income taxation regardless of its source. As used herein, the term “non-U.S. holder” means a beneficial owner of Shares and/or ADSs that is, for United States federal income tax purposes, (1) a nonresident alien individual; (2) a foreign corporation; (3) a nonresident alien fiduciary of a foreign estate or trust; (4) a foreign partnership one or more of the members of which is, for United States federal income tax purposes, a nonresident alien individual, a foreign corporation or a nonresident alien fiduciary of a foreign estate or trust.

U.S. Tax Consequences

The following discussion is based upon United States federal income tax laws presently in force. This discussion is not a full description of all tax considerations that may be relevant to a decision to sell Shares and/or ADSs pursuant to the U.S. Offer. In particular, this discussion deals only with Shares and/or ADSs that are held as capital assets as defined in Section 1221 of the United States Internal Revenue Code of 1986, as amended, and does not address the tax treatment of persons that are subject to special treatment under the U.S. income tax laws. Such persons include, but are not limited to (1) banks, financial institutions, securities dealers or traders and insurance companies, (2) tax-exempt entities, (3) persons that hold Shares and/or ADSs as a hedge or as part of a straddle conversion or other integrated

transaction with other investors for tax purposes, and persons whose functional currency is not the U.S. dollar, (4) persons owning directly, indirectly or by attribution, currently or during the past five years, 10% or more of the Shares and/or ADSs, (5) persons who acquired Shares and/or ADSs pursuant to the exercise of an employee stock option or otherwise as compensation or (6) certain expatriates or former long-term residents of the United States. Moreover, the effect of any applicable United States state or local tax laws is not discussed herein.

U.S. Holders

Sale of Shares and/or ADSs. U.S. holders will recognize capital gain or loss on the sale of Shares or ADSs pursuant to the U.S. Offer. Such gain or loss will be equal to the difference between the amount of cash received and the U.S. holder’s tax basis in the Shares or ADSs exchanged therefor. Gain or loss will be determined separately for each block of Shares or ADSs (i.e., Shares or ADSs acquired at the same cost in a single transaction) tendered pursuant to the U.S. Offer. In general, any gain or loss realized upon the sale of Shares or ADSs pursuant to the U.S. Offer will be treated as long-term capital gain or loss if the Shares or ADSs have been held for more than one year and otherwise as short-term capital gain or loss. U.S. holders should consult their tax advisors regarding the treatment of capital gains (which may be taxed at lower rates than ordinary income for taxpayers who are individuals, trusts or estates) and losses (the deductibility of which is subject to limitations).

Foreign Tax Credits. Argentine taxes that may be imposed on a U.S. holder upon the receipt of cash in exchange for Shares pursuant to the U.S. Offer will generally be treated as foreign income taxes eligible for credit against a U.S. holder’s federal income tax liability or for deduction in computing such U.S. holder’s taxable income. Any gain or loss generated by the sale of the Shares by a U.S. holder will generally be treated as U.S. source gain or loss. Accordingly, a U.S. holder may not be able to use the foreign tax credit arising from any Argentine taxes imposed on the disposition of the Shares unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources in the appropriate income category. The calculation and availability of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of deductions, involves the application of complex rules that depend on a U.S. holder’s particular circumstances. U.S. holders should consult with their own tax advisors with regard to the availability of foreign tax credits and the application of the foreign tax credit limitations in light of their particular situations.

Any tax paid by a U.S. holder that is not eligible for a credit or deduction shall be treated as a reduction in the amount of cash received by the U.S. holder on the exchange of the Shares, and will generally reduce the amount of gain (if any) recognized by the U.S. holder.

Backup Withholding Tax. A U.S. holder may be subject to backup withholding at the rate of 28% on the proceeds from the sale of ADSs pursuant to the U.S. Offer. To prevent backup withholding, each U.S. holder tenders ADSs pursuant to the U.S. Offer must provide the U.S. Receiving Agent, with the holder’s correct taxpayer identification number and certify that such holder is exempt from or otherwise not subject to backup withholding by completing IRS Form W-9. For further information concerning backup withholding, see “Backup Withholding” in the Letter of Transmittal.

Non-U S. Holders

Sale of ADSs. Subject to the discussion of backup withholding below, a non-U.S. holder will generally not be subject to United States federal income or withholding tax on gain realized on the sale of ADSs pursuant to the U.S. Offer unless (i) such gain is effectively connected with such non-U.S. holder’s conduct of a trade or business within the U.S. (or, in the case of a country which has a tax treaty with the United States, such gain is attributable to a permanent establishment or fixed place of business in the United States) or (ii) such gain is realized by an individual non-U.S. holder who is present in the United States for at least 183 days in the taxable year of the sale and certain other conditions are met.

Backup Withholding. To prevent backup withholding at the rate of 28% on the proceeds from the sales of ADSs, each non-U.S. holder who accepts the U.S. Offer must provide the U.S. Receiving Agent with a completed IRS Form W-8 BEN (or other applicable form) attesting to its exempt status prior to receipt of any payment. For further information concerning backup withholding, see “Backup Withholding” in the Letter of Transmittal.

Argentine Tax Consequences

The following section refers to the main Argentine taxes applicable to the U.S. Offer. It does not contain a comprehensive analysis of all the tax-related matters that might be considered relevant in making a decision. Further, it does not specifically describe all the Argentine tax-related matters applicable to any particular holder. This analysis is based on the tax laws in force in Argentina applicable as of the date of this U.S. Offer, which may be subject to amendment and different interpretations. Each holder of Shares or ADSs should consult with its own tax advisors about the specific tax consequences of this U.S. Offer.

Shares

Tax on Dividends. Dividends paid on the Shares, whether in cash, in kind or in other securities, are not subject to any income tax withholding, except for dividends paid in excess of the cumulative taxable income of YPF for the preceding fiscal period, which are subject to a 35% withholding tax applicable on such excess amount both in respect of domestic and foreign shareholders.

Capital gains tax. Due to the amendments made to the Income Tax Law (the “ITL”) by Law No. 25,414, Decree No. 493/2001 and the subsequent abrogation of Law No. 25,414 and its replacement by Law No. 25,556, there is uncertainty about the effectiveness of certain amendments. Although Resolution No. 351/2003 of the Procurador del Tesoro de la Nación (National Treasury General Attorney) addressed the most relevant matters related to the taxation applicable on the proceeds of sales of shares, some issues remain uncertain.

Foreign beneficiaries. Capital gains obtained by non-residents or foreign entities as a result of the sale, exchange or other form of disposal of the Shares are exempt from income tax. Although there is some uncertainty in this regard, pursuant to a reasonable interpretation of the ITL and the above mentioned precedent, the same should apply to non-residents qualified as “offshore entities.” In this regard, an “offshore entity” is a foreign company, business association, established concern, facility or entity domiciled or, if applicable, organized abroad that due to its legal status or according to its by-laws is engaged in investment transactions, as its main activity, outside of its country of organization and/or is not authorized to carry out certain transactions and/or make certain investments in such country, as required by the laws or regulations applicable to it.

Value added tax. The sale of Shares under the U.S. Offer is exempted from the value added tax.

Stamp tax. The Shareholders may be subject to the stamp tax in certain provinces of the Republic of Argentina to the extent the transfer of the Shares is made, formalized or has effects in said jurisdictions under written agreements. In the City of Buenos Aires, the stamp tax is not applicable to said agreements.

Court tax. If a legal action related to the U.S. Offer is filed in Argentina, a court tax will be payable (currently at a three percent rate) on the amount of any claim filed in the Courts of the City of Buenos Aires.

Other taxes. In Argentina, issuers act as substitute responsible agents (responsable sustituto) under the Assets Tax in cases where shares of the issuers are owned by individuals that reside in Argentina or abroad, by corporations, or by legal entities domiciled abroad, in which capacity they required to make an annual payment of 0.5% of its net wealth value. Issuers may require shareholders to reimburse them for such payments made pursuant to the Asset Tax. In the City of Buenos Aires, the minimum presumed income tax and the gross income tax are not applicable to the transfer or disposal of the Shares.

Tax treaties. Argentina has executed treaties to avoid double taxation with Australia, Belgium, Bolivia, Brazil, Canada, Chile, Denmark, Finland, France, Germany, Italy, the Netherlands, Norway, Spain, Sweden, Switzerland and the United Kingdom. Foreign Shareholders domiciled in any of the above-mentioned jurisdictions may be required to pay the taxes applicable on the sale of the Shares or any dividends thereon at lower rates. Argentina has not executed any treaty to avoid double taxation with the United States.

ADS

Capital gains, if any, derived from the sale of ADSs pursuant to the U.S. Offer by individuals (whether a resident or non-resident of Argentina), estates located in Argentina and abroad and foreign entities that do not have a permanent establishment in Argentina, are not subject to withholding or income tax. In addition, pension funds,

certain mutual funds, the Argentine Government, Provinces and Municipalities are, among other entities, not subject to withholding or income tax.

The sale of ADSs pursuant to the U.S. Offer by a holder is not subject to value added tax or stamp, registration, transfer or similar taxes in Argentina.

The tax discussion set forth above is included for general information only and is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change (possibly retroactively). Holders of Shares and/or ADSs are urged to consult their tax advisors with respect to the specific tax consequences of the U.S. Offer to them, including the application and effect of state, local and foreign tax laws.

7. Price Range of Shares and ADSs; Dividends.

Price Range of YPF Class D Shares and ADSs

The YPF Class D Shares trade on the Buenos Aires Stock Exchange (“BASE”) under the symbol “YPFd.” The ADSs, each representing one YPF Class D Share, are listed on the New York Stock Exchange (“NYSE”) under the trading symbol “YPF.” The ADSs began trading on the New York Stock Exchange on June 29, 1993 and were issued by The Bank of New York Mellon, N.A. as depositary (the “YPF Depositary”). The following table sets forth, for the periods indicated, the high and low sales prices of the both the YPF Class D Shares on the BASE and the ADSs on the NYSE, as presented in the YPF 20-F for the year ended December 31, 2007 (except where otherwise noted):


	YPF Class D Shares				ADSs
	High		Low		High		Low
	(Argentine pesos)				(U.S. dollars)

2005
First Quarter		190.00		128.00		63.75		43.20
Second Quarter		161.00		142.00		56.50		49.00
Third Quarter		205.00		155.00		69.20		54.54
Fourth Quarter		195.00		159.00		69.00		51.05
2006
First Quarter		177.50		159.50		57.38		51.92
Second Quarter		168.00		115.00		55.00		37.00
Third Quarter		141.00		123.50		45.45		40.01
Fourth Quarter		152.95		131.00		51.49		42.75
2007
First Quarter		153.00		126.00		50.10		41.14
Second Quarter		143.50		127.00		46.41		41.42
Third Quarter		143.50		107.80		45.91		34.37
Fourth Quarter		142.00		118.00		44.97		37.02
2008
First Quarter		142.00		118.00		43.90		37.75
Second Quarter		155.50		136.00		48.31		42.75
Third Quarter(1)		153.00		145.00		48.52		47.00


(1)		Through September 10, 2008. Source: Bloomberg

On September 10, 2008, the last full trading day on the BASE and on the NYSE prior to the date of this U.S. Offer to Purchase, the reported closing prices of the Class D Shares and the ADSs were Ps.150.50 and U.S. $48.52, respectively. None of the Class A Shares, Class B Shares or Class C Shares are listed, quoted or traded on any securities exchange. Holders of Class D Shares and ADSs are urged to obtain a current quotation for the Class D Shares and ADSs, respectively.

According to YPF’s Form 20-F for the fiscal year ended December 31, 2007, as of December 31, 2007 (i) there were 393,195,669 Class D Shares issued and outstanding and approximately 8,336 holders of Class D shares, and (ii) there were approximately 224.7 million ADSs outstanding and approximately 93 holders of record of ADSs.

Such ADSs represented approximately 57.10% of the total number of issued and outstanding Class D shares as of December 2007. Repsol YPF was the holder of 222.8 million of our ADSs at that date. Prior to the launching of the Offers and without giving effect to the exercise of the First Option, Repsol beneficially owned 84.14% of the outstanding Securities, Petersen SA owned 14.90% of the outstanding Securities, the Argentine federal and provincial governments owned less that 0.01% of the outstanding Securities, an employee fund owned 0.03% of the outstanding Securities, and 0.93% of the outstanding Securities were owned by the public.

Dividends.

The following table sets forth for the periods and dates indicated, the quarterly dividend payments made by YPF, expressed in pesos.


	Pesos per Share/ADS
Year Ended December 31,	1Q		2Q		3Q		4Q		Total

2003		—		5.00		2.60		—		7.60
2004		—		9.00		—		4.50		13.50
2005		—		8.00		—		4.40		12.40
2006		—		6.00		—		—		6.00
2007		6.00		—		—		—		6.00
2008(1)		10.76		6.50		—		—		17.26


(1)		Through September 10, 2008. Source: http://www.ypf.com

8. Certain Information Concerning YPF.

The information concerning YPF contained herein has been taken from or is based upon reports and other documents on file with the SEC or otherwise publicly available. Although the Bidders do not have any knowledge that would indicate that any statements contained herein based upon such reports and documents are untrue, the Bidders do not take any responsibility for the accuracy or completeness of the information contained in such reports and other documents or for any failure by YPF to disclose events that may have occurred and may affect the significance or accuracy of any such information but that are unknown to the Bidders.

According to the YPF 20-F, YPF is a fully integrated oil and gas company with leading market positions across the Argentine upstream and downstream segments. Its upstream operations consist of the exploration, development and production of crude oil, natural gas and liquefied petroleum gas. Its downstream operations include the refining, marketing, transportation and distribution of oil and a wide range of petroleum products, petroleum derivatives, petrochemicals, liquid petroleum gas and bio-fuels. YPF is organized under the laws of the Republic of Argentina with its principal executive offices located at Avenida Pte. R. Sáenz Peña 777, C1035AAC, Ciudad Autónoma de Buenos Aires, Argentina (Telephone: 011-5411-4329-2000).

Financial Information. The selected consolidated financial data set forth below should be read in conjunction with, and are qualified in their entirety by reference to, the YPF Consolidated Financial Statements and Notes thereto included in the YPF 20-F. The selected financial data for each of the years in the five-year period ended December 31, 2007 set forth below have been derived from YPF’s consolidated financial statements, which have been audited by Deloitte & Co. S.R.L., independent public accountants, as indicated in their reports.

YPF’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in Argentina (“Argentine GAAP”), which differ in certain respects from generally accepted accounting principles in the United States (“US GAAP”). Note 13 to the Financial Statements included in the YPF 20-F describes the principal differences between Argentine GAAP and US GAAP as they relate to YPF. Note 14 provides the effects of the significant differences on net income and shareholders’ equity and a reconciliation of such differences, and Note 15 provides certain additional disclosures required under US GAAP.

Solely for the convenience of the reader, peso amounts as of and for the year ended December 31, 2007 have been translated into U.S. dollars at the exchange rate quoted by the Argentine Central Bank on December 28, 2007 of Ps.3.15 to U.S.$1.00 (the last quoted rate in December 2007), unless otherwise specified.


	As of and for Year Ended December 31,
	2007			2007			2006			2005(1)			2004(1)			2003(2)
	(In millions of						(In millions of pesos,
	U.S.$, except for per						except for per share and
	share and per ADS data)						per ADS data)

Consolidated Income Statement Data:
Argentine GAAP(3)
Net sales(4)(5)		9,239			29,104			25,635			22,901			19,931			17,514
Gross profit		3,208			10,104			9,814			11,643			10,719			9,758
Administrative expenses		(256	)		(805	)		(674	)		(552	)		(463	)		(378	)
Selling expenses		(673	)		(2,120	)		(1,797	)		(1,652	)		(1,403	)		(1,148	)
Exploration expenses		(166	)		(522	)		(460	)		(280	)		(382	)		(277	)
Operating income		2,113			6,657			6,883			9,161			8,471			7,955
Income on long-term investments		11			34			183			39			154			150
Other expenses, net		(139	)		(439	)		(204	)		(545	)		(981	)		(152	)
Interest expense		(93	)		(292	)		(213	)		(459	)		(221	)		(252	)
Other financial income (expenses) and holding gains (losses), net		257			810			667			561			359			202
Income from sale of long-term investments		2			5			11			15			—			—
Reversal (impairment) of other current assets		22			69			(69	)		—			—			—
Income before income tax		2,173			6,844			7,258			8,772			7,782			7,903
Income tax		(876	)		(2,758	)		(2,801	)		(3,410	)		(3,017	)		(3,290	)
Net income from continuing operations		1,297			4,086			4,457			5,362			4,765			4,613
Income on discontinued operations		—			—			—			3			15			—
Income from sale of discontinued operations		—			—			—			139			—			—
Net income		1,297			4,086			4,457			5,362			4,907			4,628
Earnings per share and per ADS(6)		3.30			10.39			11.33			13.63			12.48			11.77
Dividends per share and per ADS(6) (in pesos)		n.a.			6.00			6.00			12.40			13.50			7.60
Dividends per share and per ADS(6)(7) (in U.S. dollars)		n.a.			1.93			1.97			4.25			4.70			2.62
U.S. GAAP
Operating income		1,643			5,176			5,626			8,065			6,550			7,567
Net income		1,056			3,325			3,667			5,142			4,186			4,435
Earnings per share and per ADS(6) (in pesos)		n.a.			8.45			9.32			13.07			10.64			11.28


	As of and for Year Ended December 31,
	2007		2007		2006		2005(1)		2004(1)		2003(2)
	(In millions of				(In millions of pesos,
	U.S.$, except for per				except for per share and
	share and per ADS data)				per ADS data)

Consolidated Balance Sheet Data:
Argentine GAAP(3)
Cash		62		196		118		122		492		355
Working capital		1,296		4,081		4,905		2,903		3,549		4,001
Total assets		12,096		38,102		35,394		32,224		30,922		32,944
Total debt(8)		316		994		1,425		1,453		1,930		2,998
Shareholders’ equity(9)		8,273		26,060		24,345		22,249		21,769		22,534
U.S. GAAP
Total assets		12,935		40,746		37,046		34,748		32,540		34,125
Shareholders’ equity		9,228		29,067		26,241		24,254		23,506		24,334
Other Consolidated Financial Data:
Argentine GAAP
Fixed assets depreciation		1,314		4,139		3,718		2,707		2,470		2,307
Cash used in fixed asset acquisitions		1,957		6,163		5,002		3,722		2,867		2,418


(1)		Consolidated income and balance sheet data for the years ended December 31, 2005 and 2004 set forth above include the retroactive effect from the application of new accounting rules in Argentina effective since January 1, 2006.

(2)		Consolidated income and balance sheet data for the year ended December 31, 2003 set forth above do not include the retroactive effect from the application of new accounting rules in Argentina, which was not material.

(3)		The financial statements reflect the effect of changes in the purchasing power of money by the application of the method for remeasurement in constant Argentine pesos set forth in Technical Resolution No. 6 of the Argentine Federation of Professional Councils in Economic Sciences (“F.A.C.P.C.E.”) and taking into consideration General Resolution No. 441 of the CNV, which established the discontinuation of the remeasurement of financial statements in constant Argentine pesos as from March 1, 2003. See Note 1 to the Audited Consolidated Financial Statements included in the YPF 20-F.

(4)		Includes Ps.1,350 million for the year ended December 31, 2007, Ps.1,451 million for the year ended December 31, 2006, Ps.1,216 million for the year ended December 31, 2005, Ps.1,122 million for the year ended December 31, 2004 and Ps.760 million for the year ended December 31, 2003 corresponding to the proportional consolidation of the net sales of investees in which we hold joint control with third parties. See Note 13(b) to the Audited Consolidated Financial Statements included in the YPF 20-F.

(5)		Net sales are net to YPF after payment of a fuel transfer tax, turnover tax and, from 2002, customs duties on hydrocarbon exports. Royalties with respect to YPF’s production are accounted for as a cost of production and are not deducted in determining net sales. See Note 2(g) to the Audited Consolidated Financial Statements included in the YPF 20-F.

(6)		Information has been calculated based on outstanding capital stock of 393,312,793 shares. Each ADS represents one Class D share. There were no differences between basic and diluted earnings per share and ADS for any of the years disclosed.

(7)		Amounts expressed in U.S. dollars are based on the exchange rate as of the date of payment. For periods in which more than one dividend payment was made, the amounts expressed in U.S. dollars are based on exchange rates at the date of each payment.

(8)		Total debt under Argentine GAAP includes nominal amounts of long-term debt of Ps.523 million as of December 31, 2007, Ps.510 million as of December 31, 2006, Ps.1,107 million as of December 31, 2005, Ps.1,684 million as of December 31, 2004 and Ps.2,085 million as of December 31, 2003.


(9)		YPF’s subscribed capital as of December 31, 2007 is represented by 393,312,793 shares of common stock and divided into four classes of shares, with a par value of Ps.10 and one vote per share. These shares are fully subscribed, paid-in and authorized for stock exchange listing.

Exchange Rates. The Federal Reserve Bank of New York does not report a noon buying rate for Argentine pesos. The following table sets forth the annual low, high, average and period-end rate for U.S. dollars for each of the indicated periods starting in 2003 as reported by the Argentine Central Bank.


	2003		2004		2005		2006		2007		2008(1)
	(Pesos per U.S. $)

December 31		2.93		2.98		3.03		3.06		3.15		3.07
Average(2)		2.93		2.94		2.90		3.07		3.12		3.10
High		3.35		3.06		3.04		3.11		3.18		3.18
Low		2.76		2.80		2.86		3.03		3.05		3.01


(1)		Through September 10, 2008

(2)		The average of month-end rates during the period.

Available Information. YPF is subject to the informational requirements of the Exchange Act applicable to foreign private issuers and in accordance therewith files reports and other information with the SEC relating to its business, financial condition and other matters. Such reports, statements and other information may be inspected at the public reference facilities maintained by the SEC at 100 F Street NE, Mail Stop 5100, Washington, DC 20549, and should also be available for inspection and copying at prescribed rates at the regional offices of the SEC in New York (3 World Financial Center, Suite 400, New York, NY 10281-1022) and Chicago (175 W. Jackson Boulevard, Suite 900, Chicago, IL 60604). Copies may be obtained by mail, upon payment of the SEC’s customary charges, by writing to its principal office at 100 F Street NE, Mail Stop 5100, Washington, DC 20549. Such material should also be available for inspection at the library of the NYSE, 20 Broad Street, New York, NY 10005, on which the ADSs are traded. YPF’s SEC filings are also available to the public through commercial document retrieval services and, in the case of documents filed electronically, at the web site maintained by the SEC at “http://www.sec.gov.”

YPF is subject to the informational requirements of the CNV and the BASE and in accordance therewith files reports and other information relating to its business, financial condition and other matters. Such reports, statements and other information (including the annual and quarterly financial statements of YPF) may be inspected at the public reference facilities maintained by the BASE at Sarmiento 299, 2nd Floor, Buenos Aires, Argentina, and, in the case of documents filed electronically, at the web site maintained by the CNV at “http://www.cnv.gov.ar.”

9. Certain Information Concerning the Eskenazi Family, Purchaser and Holding.

Purchaser. Petersen Energía Inversora, S.A. is a corporation (sociedad anónima) organized and existing under the laws of the Kingdom of Spain. It was formed solely for the purpose of (i) becoming assignee of the Eskenazi Family of the First Option to purchase from Repsol and certain of its affiliates 0.1% of the outstanding capital stock of YPF and exercising such First Option, and (ii) making the Offers. To date, it has not carried on any activities other than those incidental to its formation, and in connection with the exercise of the First Option and the financing of the Offers. Its business address is Velázquez 9, planta 1, CP 28006, Madrid, Spain.

Holding. Purchaser is a direct wholly-owned subsidiary of Petersen Energía Inversora Holding GmbH, a limited liability company (GmbH) organized under the laws of the Republic of Austria (“Holding”). Holding is a holding whose principal assets consist of all of the outstanding equity interests in Purchaser.

The Eskenazi Family. The Eskenazi Family beneficially owns all of the outstanding voting equity securities of Holding in the following percentages: Enrique Eskenazi, 23%, Sebastián Eskenazi, 38%, Matías Eskenazi Storey, 38%, and Ezequiel Eskenazi Storey, 1%. As a result, the Eskenazi Family indirectly controls Purchaser and each of its members will be deemed to share beneficial ownership of the aggregate Shares and/or ADSs to be acquired by Purchaser pursuant to both the First Option Agreement and the Offers. In addition, the Eskenazi Family beneficially owns all of the outstanding voting equity securities of Petersen Energía Pty Ltd. (“Petersen PTY”), a proprietary company limited by shares organized and duly registered under the laws of the Commonwealth of

Australia. Petersen PTY is a holding company whose principal assets consist of all of the outstanding equity interests in Petersen SA. As a result, each member of the Eskenazi Family may be deemed to share beneficial ownership of the 58,603,606 ADSs or Class D Shares (14.9% of the outstanding capital of YPF) owned directly by Petersen SA and indirectly by Petersen PTY.

Additional Information. The name, business address, citizenship, present principal occupation and employment history for the past five years of each of the members of the board of directors and the executive officers, as applicable, of Purchaser, Holding and each or the members of the Eskenazi Family are set forth in Schedule A. None of Purchaser, Holding, the members of the Eskenazi Family or, to the best knowledge of the Bidders, any of the persons listed in Schedule A hereto has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of Purchaser, Holding, the members of the Eskenazi Family or, to the best knowledge of the Bidders, any of the persons listed in Schedule A hereto has, during the past five years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Except as set forth elsewhere in this U.S. Offer to Purchase (including Schedule A hereto), (i) none of Purchaser, Holding, the members of the Eskenazi Family or, to the knowledge of the Bidders, any of the persons or entities listed in Schedule A hereto, beneficially owns or has a right to acquire any Shares, ADSs or any other equity securities of YPF, and (ii) none of Purchaser, Holding, the members of the Eskenazi Family or, to the knowledge of the Bidders, any of the persons or entities referred to in clause (i) above or any of their executive officers, directors or subsidiaries, has effected any transaction in the Shares, ADSs or any other equity securities of YPF during the past 60 days.

Except as set forth elsewhere in this U.S. Offer to Purchase (including Schedule A hereto), (i) neither Purchaser, Holding, the members of the Eskenazi Family nor, to the knowledge of the Bidders, any of the persons listed on Schedule A hereto, has any contract, arrangement, understanding or relationship with any other person with respect to any Securities and (ii) during the two years prior to the date of this U.S. Offer to Purchase, there have been no transactions that would require reporting under the rules and regulations of the SEC between Purchaser, Holding, the members of the Eskenazi Family or, to the knowledge of the Bidders, any of the persons listed in Schedule A hereto, on the one hand, and YPF or any of its executive officers, directors and/or affiliates, on the other hand.

Except as set forth elsewhere in this U.S. Offer to Purchase, during the two years prior to the date of this U.S. Offer to Purchase, there have been no contracts, negotiations or transactions between Purchaser, Holding, the members of the Eskenazi Family or to the knowledge of the Bidders, any of the persons or entities listed in Schedule A hereto, on the one hand, and YPF or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets.

Financial Statements. We do not think our financial condition is relevant to your decision whether or not to tender your Securities in the U.S. Offer because (1) the U.S. Offer is being made solely for cash, (2) the U.S. Offer is not subject to any financing condition and (3) the Offers are for all outstanding Securities.

10. Source and Amount of Funds; Certain Requirements with Respect to the Offer Price under the Offers.

Under the Option Agreements, Repsol and certain of its affiliates have agreed to finance or guarantee the financing of up to 100% of the price that the Bidders would be required to pay to effect the Offers subject to certain terms and conditions contained in the Option Agreements. If all outstanding Shares not held by Repsol or the Bidders and their subsidiaries (less than 1.0% of the outstanding Securities) are tendered in the Offers, we will need up to approximately U.S. $190,000,000 (one hundred and ninety million dollars), in the aggregate, to purchase Shares and/or ADSs tendered in the U.S. Offer and the Argentine Offer, as applicable. The Purchaser has entered into a loan agreement with Banco Santander, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (“Banco Santander”) providing Purchaser with a commitment of up to U.S. $198,500,000 (one hundred and

ninety eight million five hundred thousand dollars) (such commitment, the “Tender Offer Financing Commitment”), which is available to finance the Offers and pay related fees and expenses, and which repayment is guaranteed by Repsol. The Tender Offer Financing Commitment is limited to a maximum amount equivalent to the aggregate price necessary to purchase approximately 0.9% of YPF’s shares (including shares represented by ADSs) in the aggregate, which is the percentage of outstanding capital stock of YPF not owned by either Repsol and certain of its affiliates or the Bidders and certain of their affiliates immediately prior to the Offers. Any amounts committed under the Tender Offer Financing Commitment must be drawn no later that January 15, 2009.

The Tender Offer Financing Commitment contains various customary representations and warranties, covenants, including covenants with respect to mandatory prepayments, restrictive covenants with respect to incurring additional indebtedness or guarantees, creating liens or other encumbrances, and events of default.

The Offers are not conditioned upon the Bidders obtaining financing.

Minimum Price Provisions.

The By-laws impose certain minimum price requirements on any offer, including the U.S. Offer, that will result in any person owning, directly or indirectly, 15% or more of the equity capital of YPF and require that holders be offered cash consideration in any such offer. Under the By-laws, U.S. Offer must provide for the same Offer Price for all Shares and/or ADSs tendered, which Offer Price may not be less than the highest of the following (the “Minimum Price”):

(i) the highest price paid by or on behalf of the Bidders for Class D Shares or convertible securities during the two years prior to the notice of the Offers provided to YPF, subject to certain anti-dilution adjustments with respect to Class D Shares;

(ii) the highest closing offer price for Class D Shares on the BASE during the 30-day period immediately preceding the notice of the Offers provided to YPF, subject to certain anti-dilution adjustments;

(iii) the price resulting from clause (ii) above times a fraction, the numerator of which shall be the highest price paid by or on behalf of the Bidders for Class D Shares during the two years immediately preceding the date of the notice provided to YPF and the denominator of which shall be the closing selling price for Class D Shares on the BASE on the date immediately preceding the first day in such two-year period on which the Bidders acquired any interest in or right to any Class D Shares, in each case subject to certain anti-dilution adjustments; and

(iv) the net earnings per Class D Share during the four most recent full fiscal quarters immediately preceding the date of the notice provided to YPF, multiplied by the higher of (A) the price/earnings ratio during such period for Class D Shares (if any) and (B) the highest price/earnings ratio for YPF in the two-year period immediately preceding the date of the notice provided to YPF, in each case determined in accordance with standard practices in the financial community.

11. Background of the Offers; Past Contacts, Transactions or Negotiations with YPF.

Throughout 2006, several media reports indicated Repsol’s intention to reduce its stake in YPF, while keeping control of the company.

At that point in time, the Eskenazi Family was considering a diversification strategy with particular focus on the energy sector.

Prior to contacting Repsol, the Eskenazi Family analyzed the conditions of the international financial markets given that any prospective acquisition would largely depend on the availability of acquisition financing.

During December 2006 and January 2007, representatives of the Eskenazi Family and Repsol held preliminary meetings in Buenos Aires, Argentina, and Madrid, Spain, aimed at corroborating Repsol’s intention to sell a stake in YPF.

On February 17, 2007, Repsol and the Eskenazi Family entered into a confidentiality agreement in connection with the Transaction.

Repsol and the Eskenazi Family initially intended to structure the transaction as a single purchase and sale of YPF Securities representing 25% of the outstanding capital of YPF. Towards the end of November 2007, the parties decided to effect the proposed purchase and sale in stages, including as a first step the Acquisition, to be followed by the First Option, the Offers and the Second Option. For purposes of this section, we will refer to both structures together as the “Transaction”.

On March 20, 2007, representatives of the Eskenazi Family, Repsol, Credit Suisse (as financial advisors to the Eskenazi Family), and UBS (as financial advisors to Repsol) met in Madrid, Spain, and reviewed the timing of the overall process for the Transaction and discussed valuations and key assumptions in connection thereto.

Between May 21 and May 23, 2007, representatives of the Eskenazi Family, Repsol, Credit Suisse, and UBS met in Madrid, Spain, and discussed key terms of the Transaction’s structure including financing structure, valuation, due diligence requirements and timing.

Between May 25 and May 29, 2007, a series of meetings were held in Madrid, Spain, among representatives of Repsol, the Eskenazi Family, Credit Suisse, UBS, Cleary, Gottlieb Steen & Hamilton, LLP (“CGSH”) (legal advisors of the Eskenazi Family in the United States), Brons & Salas (“Brons”) (legal advisors of the Eskenazi Family in Argentina), J&A Garrigues, S.L.P. (“Garrigues”) (legal advisors to the Eskenazi Family in Spain), and Deloitte Touche Tohmatsu (tax advisors to the Eskenazi Family) to discuss and negotiate the general structure of the Transaction.

Between June 7 and June 8, 2007, representatives of the Eskenazi Family, Repsol, Credit Suisse, UBS, and Latham & Watkins, LLP (“L&W”) (legal advisors to Repsol in Spain) met in Buenos Aires, Argentina, and discussed key terms of Transaction’s structure including financing structure, syndication process, corporate governance considerations, and other aspects of the Transaction.

On June 14, 2007, representatives of the Eskenazi Family, Repsol, Credit Suisse, and UBS met in Buenos Aires, Argentina and discussed issues related to the financing of the Transaction and initiated the negotiation of a term sheet for a financing facility to be arranged by Credit Suisse.

Between June 25 and June 29, 2007, representatives of the Eskenazi Family, its U.S., Argentine and Spanish counsel, Repsol, Credit Suisse, Milbank Tweed Hadley & McCloy, LLP (“Milbank”) (legal advisors to Credit Suisse in the United States), and Marval, O’Farrel & Mairal (“Marval”) (legal advisors to Credit Suisse in Argentina) attended meetings in Madrid, Spain, at which Repsol’s representatives made presentations regarding YPF.

On July 4, 2007, counsel to Repsol submitted drafts of the SPA and the SHA to representatives of the Eskenazi Family and their legal advisors.

On July 30, 2007, representatives of Repsol and Garrigues held a meeting in Madrid, Spain, to discuss the legal and tax structure of the Acquisition.

Between August 28 and August 30, 2007, representatives of the Eskenazi Family, Repsol, L&W, Brons and Pérez Alati, Grondona, Benites, Arntsen, & Martínez de Hoz (“PAGBAM”) (legal advisors to Repsol in Argentina) met in Buenos Aires, Argentina, to discuss issues related to the proposed financing of the Transaction.

On November 2, 2007, representatives of Repsol and representatives of the Eskenazi Family, including their respective legal advisors, held a conference call and continued the negotiations of the SPA and the SHA.

Between November 21 and November 23, 2007, representatives of the Eskenazi Family, Repsol, Credit Suisse, and UBS met in Madrid, Spain, and discussed matters relating to YPF and issues related to the proposed financing of the Transaction.

On November 27, 2007, representatives of the Eskenazi Family, Repsol, and Credit Suisse met in Madrid, Spain, and discussed outstanding issues relating to the Transaction.

On December 3, 2007, counsel to the Eskenazi Family submitted to counsel to Repsol a first draft of a memorandum of understanding (the “MOU”) to be entered into by Repsol and the Eskenazi Family, and of the First Option Agreement and the Second Option Agreement, to Repsol and the Eskenazi Family.

Between December 15 and December 16, 2007, several meetings were held in Buenos Aires, Argentina, between representatives of Repsol and the representatives of the Eskenazi Family to finalize the negotiation of the MOU.

On December 21, 2007, Repsol and the Eskenazi Family executed the MOU in Madrid, Spain. The MOU established February 15, 2008, as the deadline for the execution of the SPA, the SHA, the Senior Secured Term Loan Facility, the Seller Credit Agreement, the First Option Agreement, the Second Option Agreement and other related agreements.

Between February 5 and February 7, 2008, representatives of the Eskenazi Family, Repsol, Credit Suisse, CGSH and Brons met in Buenos Aires, Argentina, to negotiate the SPA, the SHA, the Senior Secured Term Loan Facility, the Seller Credit Agreement, the First Option Agreement, the Second Option Agreement and other related agreements.

On February 13, 2008, the Board of Directors of Petersen SA approved the transaction and authorized Petersen SA to enter into any and all the agreements related thereto.

On February 14, 2008, Repsol and the Eskenazi Family amended the MOU and extended the deadline for the execution of the SPA, the SHA, the Senior Secured Term Loan Facility, the Seller Credit Agreement, the First Option Agreement, the Second Option Agreement and other related agreements until February 21, 2008.

Between February 17 and February 21, 2008, representatives of the Eskenazi Family, Repsol, Credit Suisse, UBS, CGSH, Garrigues, L&W, Milbank, Brons and Marval met in Madrid, Spain, to finalize the negotiations in connection with the Transaction and the agreements related thereto.

On February 21, 2008 (i) Repsol sold to Petersen SA, and Petersen SA purchased from Repsol, 58,603,606 ADSs (representing 58,603,606 Class D Shares) representing 14.9% of the outstanding capital stock of YPF for a purchase rice of U.S. $2.235 billion pursuant to the SPA; (ii) Repsol and certain of its affiliates granted the Eskenazi Family options to purchase from Repsol and such affiliates, at any time on or prior to February 21, 2012, Class D Shares or ADSs representing up to an additional 10.1% in the aggregate of the outstanding capital stock of YPF pursuant to the First Option Agreement for the purchase of 0.1% of the outstanding capital stock of YPF and a separate Second Option Agreement for the purchase of up to 10% of the outstanding capital stock of YPF, in each case at a price per share determined in accordance with the formula described in each agreement; (iii) Repsol granted Petersen SA a role in the management of YPF, including the right to appoint certain directors and officers of YPF, and customary protections for minority shareholders, pursuant to the SHA; (iv) Petersen SA entered into the U.S. $1,026,000,000 Senior Secured Term Loan Facility, the proceeds of which Petersen SA used to pay a portion of the price paid for the securities purchased in the Acquisition that served as collateral for the Senior Secured Term Loan Facility, and to pay for certain costs and expenses incurred in connection with the Transaction; (v) Repsol and YPF granted the lenders under the Senior Secured Term Loan Facility registration rights with respect to the securities of YPF purchased pursuant to the SPA (other than certain excluded securities) pursuant the Registration Rights Agreement; (vi) Repsol, Petersen SA and the Eskenazi Family entered into a registration rights agreement with respect to the securities subject to the Options (which agreement was executed and delivered by YPF on March 11, 2008) granting to the parties that extended financing in connection with the exercise of the Options, registration rights that are substantially equivalent to those set forth in the Registration Rights Agreement; (vii) Petersen SA entered into the Seller Credit Agreement with Repsol and The Bank of New York Mellon, as collateral agent, in the principal amount of U.S. $1,015,000,000, the proceeds of which were used by Petersen SA to pay a portion of the price for the securities purchased pursuant to the SPA; (viii) Repsol entered into an agreement with the administrative agent under the Senior Secured Term Loan Facility to make certain specified payments if certain conditions subsequent contained in the SPA should not occur; (ix) Petersen SA, Repsol and YPF entered into an agreement pursuant to which Petersen SA agreed to assign to Repsol its share of the extraordinary dividend

declared by the shareholders’ meeting of YPF on February 7, 2008, in an amount equal to Ps.10.76 per Class D Share, dividends which were distributed on February 29, 2008; and (x) Petersen SA and Repsol entered into an agreement stipulating the consequences of the failure to comply with certain specified obligations under the SHA.

On May 5, 2008, the Eskenazi Family requested Repsol’s written consent to assign its rights and obligations under the First Option, as prescribed under the First Option Agreement. On May 6, 2008, Repsol consented in writing to such assignment. On May 7, 2008, the Eskenazi Family assigned all of its rights and obligations under the First Option in favor of Purchaser. On that same date, the Eskenazi Family and Purchaser notified Repsol of such assignment.

On May 20, 2008 Purchaser exercised the First Option by means of a written notification to Repsol pursuant to the First Option Agreement and informed YPF that it had exercised the First Option, thereby complying with the By-laws and the regulations of the CNV.

Starting as of May 21 and May 22, 2008, and each week thereafter, Purchaser has published announcements of the Argentine Offer in Argentine and New York newspapers, respectively, pursuant to the By-laws.

On May 23, 2008, the Board of Directors of YPF issued a favorable opinion on the reasonableness of the Offer Price under the Offers, considering that the Offer Price complied with the requirements of the By-laws and was therefore reasonable, and recommended the acceptance of the Offers to the holders of Shares and/or ADSs of YPF, issuing the corresponding report on the Offer Price.

On June 2, 2008, holders of Class A Shares approved the “acquisition of control” of YPF (as defined in Article 7(d) and (e) the By-laws) and the Offers, pursuant to Articles 7(e)(i) and 7 (f)(ii) of the By-laws.

On September 4, 2008, the CNV approved the prospectus for the Argentine Offer.

For further information on the Transaction and the background of the Offers, see Schedule 13D which Petersen SA, Petersen PTY and the members of the Eskenazi Family filed with the SEC on February 28, 2008, and all amendments thereto.

12. Purpose of the Offers; Plans for YPF.

The Offers are being made by the Bidders to comply with certain provisions of the By-laws in connection with the acquisition by Purchaser from Repsol and certain of its affiliates, of 0.1% of the outstanding capital stock of YPF, upon exercise of such First Option by Purchaser on May 20, 2008. After the consummation of the acquisition pursuant to the First Option, the Eskenazi Family will indirectly hold 15% of the total outstanding Securities. Accordingly, under the By-laws, the Eskenazi Family, acting directly or through an affiliate, is required to make an offer to purchase all remaining outstanding Securities. Repsol has agreed under the terms of the First Option and the SHA not to tender Securities held by it and its subsidiaries into the Offers.

Forward-Looking Statements

This Section contains certain forward-looking statements about the Bidders and their proposed investment in YPF. Although the Bidders believe their expectations are based on reasonable assumptions, any forward-looking statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. The forward-looking statements in this Section may be identified by the words “anticipates,” “believes,” “expects,” “intends,” and similar expressions appearing in such statements. These forward-looking statements are subject to numerous risks and uncertainties. Important factors that could cause actual results to differ materially from those in forward-looking statements, certain of which are beyond the control of the Bidders, include among other things: adverse changes in the price of crude oil; a decline in the equity capital markets of the U.S., Argentina or Spain; adverse decisions by government regulators in Spain, Argentina or elsewhere (including with respect to the acquisition of YPF); exposure to fluctuations in exchange rates for foreign currencies. The actual results, performance or achievement by the Bidders and their affiliates following the acquisition could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, of if any of them do so, what impact they will have on the results of operations and financial condition of the businesses of the Bidders, their affiliates, and YPF.

The Bidders’ (or Certain of their Affiliates’) Plans for YPF, Transactions and Operations Following the Offers

Pursuant to the SHA:


	•	Repsol and Petersen SA have agreed that after the consummation of the Offers, Repsol may sell capital stock of YPF held by it and/or certain of its affiliates in a public offering (the “Oferta Pública de Venta” or “OPV”). Repsol and Petersen SA agreed that the number of Shares owned by Repsol and/or certain of its affiliates that will be transferred through the OPV shall be determined only and exclusively by Repsol, without in any case the aggregate number of shares of YPF to be sold by Repsol and/or certain of its affiliates being less than ten percent (10%) of the YPF’s capital stock. Repsol undertook not to accept offers to purchase and not to transfer shares of YPF in the OPV until the expiration of a 3 (three) months period (the “Waiting Period”) starting as from the execution of the SHA on February 21, 2008. The Waiting Period expired on May 21, 2008.

	•	Repsol and Petersen SA agreed to enable YPF to study and evaluate the possible acquisition at market price and conditions of certain businesses and assets that Repsol and certain of its affiliates hold in certain jurisdictions in Latin America. The acquisition will be undertaken if it is beneficial and in the best interest and benefit of YPF. In addition, Repsol and Petersen SA have agreed that YPF may sell to third parties certain non-strategic assets in certain geographic areas.

	•	Repsol and Petersen SA agreed to distribute as a dividend ninety percent (90%) of the profit of YPF, which is to be made in two (2) payments each year, and agreed to vote in favor of the corporate resolutions needed for YPF to decide to distribute a special dividend of U.S. $850,000,000 (eight hundred and fifty million dollars) which shall be paid (i) 50% during 2008 (25% during the first six months and 25% in the second half of the year); and (ii) the remaining 50% during the year 2009 (25% during the first six months and 25% in the second half of the year).

	•	Repsol and Petersen SA undertook to actively perform all the necessary actions for YPF to amend the By-laws so as to demand the launch of a tender offer for 100% of the shares only in the following cases: (i) when an interest equal to or exceeding 15% of the capital stock of the Company is acquired; or (ii) when an interest equal to or exceeding 50% of the capital stock of the Company is acquired (thus eliminating the obligation in the By-laws, of launching a tender offer each time an additional interest is acquired once 15% of YPF’s capital stock has been previously acquired if such acquisition does not exceed 50% of the capital stock of YPF). On April 24, 2008, the By-laws were amended accordingly.

Neither the Bidders nor any of their affiliates intend to make any material changes to YPF’s business or corporate structure other than as otherwise discussed herein or in Schedule 13D filed by Petersen SA with the SEC on February 28, 2008 or any amendments thereto.

Management of YPF

Except as described above or elsewhere in this U.S. Offer to Purchase, neither the Bidders nor any of their affiliates have present plans or proposals that would relate to or result in any change in YPF’s Board or management other than those modifications decided at the shareholders’ meeting of YPF of March 7, 2008 and April 28, 2008, which intended to reflect a proportional representation of Repsol’s and Petersen SA’s interests in the outstanding capital stock of YPF. See Form 6-K which YPF filed with the SEC on March 12, 2008, and Amendment No. 2 to Schedule 13 D which Petersen SA filed with the SEC on May 6, 2008.

Securities

The Bidders do not have any present plans to cause Shares and ADSs, which are not purchased pursuant to the Offers to be cashed out in a merger or similar transaction. Such a transaction would not be permitted under Argentine law without the consent of a majority of the holders of such Shares and ADSs. In addition, pursuant to the By-laws, the approval of the holders of Class A Shares would be required for such a transaction.

Pursuant to the Second Option Agreement, following the completion of the Offers, Purchaser or one or more of its affiliates may at any time on or prior to February 21, 2012, seek to acquire an additional 10% of the outstanding Securities not owned by Purchaser or its affiliates.

Except as described above or elsewhere in this U.S. Offer to Purchase, the Bidders have no present plans or proposals that would relate to or result in an extraordinary corporate transaction involving YPF or its subsidiaries, any material change in its capitalization or dividend policy or any other material change in YPF’s corporate structure or business.

13. Effect of the Offers on the Market for the Shares and ADSs; Registration of Shares under the Exchange Act and the Argentine Public Offering Law.

The Offers are being undertaken to satisfy the requirements of the By-laws. The Bidders presently anticipate that YPF will continue as a public company and will maintain its listing on the NYSE and BASE following the Bidders’ consummation of the Offers. None of the Eskenazi Family, YPF or Repsol is seeking to deregister or de-list the Securities from any stock exchange on which the Securities are listed. To the contrary, the acquisition of Securities by the Eskenazi Family is a component of Repsol’s publicly disclosed intention to divest a substantial portion of its holdings in YPF, including undertaking an OPV of approximately 20% of YPF’s outstanding capital stock pursuant to the SHA. To consummate such OPV, YPF must maintain the registration of its Class D Shares and ADSs and maintain the listing of each of those classes of securities on the NYSE.

14. Extension of Offer Period; Subsequent Offer Period; Amendment; Termination.

In addition, under Rule 14d-11 of the Exchange Act, the Bidders may elect to provide for a subsequent offering period, immediately following the Expiration Date, of not fewer than 3 (three) business days nor more than 20 (twenty) business days in length. If provided, a subsequent offering period would be an additional period of time, following the Expiration Date, during which holders of Shares and/or ADSs that were not previously tendered in the U.S. Offer may tender such Shares and/or ADSs on the same terms that applied to the U.S. Offer. A subsequent offering period is not the same as an extension of the U.S. Offer, which will have been previously completed if a subsequent offering period is provided. Offeror will accept for payment, and pay for, any Shares and/or ADSs that are validly tendered during a subsequent offering period, if provided, as promptly as practicable after any such Shares and/or ADSs are validly tendered during such subsequent offering period, for the same price paid to holders of Shares and/or ADSs that were validly tendered in the U.S. Offer and not timely withdrawn.

Under Argentine law, the 20 (twenty) to 30 (thirty) business days initial term of the Argentine Offer must be extended for an additional period of 5 (five) to 10 (ten) business days, to give those holders that have not accepted the offer during the original term an opportunity to do so during such additional term. Purchaser may also request that the CNV authorize the amendment of the terms of the Argentine Offer at any time prior to the last 7 (seven) days of the initial offering period, as long as the amendment reflects an improvement of the original offer (e.g. by means of an increase in the consideration offered), which request will automatically extend the offer period for 7 (seven) additional business days. In addition, if the CNV deems it necessary, it may require that the offer period be further extended.

The Bidders reserve the right, at any time or from time to time, in their sole discretion, subject to applicable law, and regardless of whether or not any of the Conditions shall have been satisfied, to extend the period of time during which the U.S. Offer is open by giving oral or written notice of such extension to the U.S. Receiving Agent and by making a public announcement of such extension or to amend the U.S. Offer in any respect by making a public announcement of such amendment. There can be no assurance that the Bidders will exercise their right to extend or amend the U.S. Offer. In any case, in order for the U.S. Offer and the Argentine Offer to expire on the same date, the additional period of the Argentine Offer will expire on October 20, 2008, and, except as required by applicable laws and regulations, the Bidders do not intend to make any amendment to the Argentine Offer or extend the Expiration Date of the U.S. Offer to a date later than the expiration date of the additional period of the Argentine Offer, nor to provide any subsequent offering periods under the U.S. Offer.

The Bidders also reserve the right, exercisable at any time prior to the Expiration Time on the Expiration Date, and in their sole discretion, subject to applicable law, in the event any of the Conditions shall not have been satisfied, to terminate the U.S. Offer and not accept for payment or pay for Shares and ADSs.

Any extension, termination or amendment of the U.S. Offer will be followed as promptly as practicable by a public announcement thereof. Without limiting the manner in which the Bidders may choose to make any public announcement, the Bidders will have no obligation (except as otherwise required by applicable law) to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Jones News Service and other publications required by the applicable regulations in Argentina. In the case of an extension of the U.S. Offer, the Bidders will make a public announcement of such extension no later than 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date.

15. Certain Conditions of the U.S. Offer.

(a) the Required Regulatory Approval shall have been obtained. See “THE U.S. OFFER — Section 16. Certain Legal Matters; Regulatory Approvals”;

(b) the Bidders shall have not received a Denial Notice or a Conditioned Approval. See “THE U.S. OFFER — Section 16. Certain Legal Matters; Regulatory Approvals”;

(c) there shall have not been threatened or instituted and pending any action or proceeding or any demand by any government or governmental, regulatory or administrative agency or authority or tribunal or any other person, domestic or foreign, or before any court, authority, agency or tribunal which prevents the making of either Offer, the acquisition of some or all of the Securities pursuant to either Offer or materially alters the terms or conditions of either Offer; and

(d) there shall have not been any action taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction promulgated, enacted, entered, amended, enforced or applicable to either Offer by any court or any authority, agency or tribunal which would directly or indirectly (i) make the acceptance for payment of, or payment for, some or all of the Securities illegal or otherwise restrict or prohibit consummation of either Offer or (ii) delay or restrict the ability of the Bidders, or render the Bidders unable, to accept for payment or pay for some or all of the Securities.

Acceptance and payment of the Offer Price will be made only after the Required Regulatory Approval has been obtained. If the Required Regulatory Approval has not been obtained prior to January 15, 2009, the Bidders will return any tendered Securities promptly thereafter. Furthermore, if following the Expiration Time on the Expiration Date but prior to January 15, 2009, the CNDC issues a Conditioned Approval or a Denial Notice, the Bidders will return all tendered Securities promptly after Petersen SA has been served with notice of such Conditioned Approval or Denial Notice.

obtained and that they will pay the Offer Price. See “THE U.S. OFFER — Section 5. Withdrawal Rights” and “THE U.S. OFFER — Section 15. Conditions of the U.S. Offer.”

Notwithstanding the foregoing, the Conditions may be waived by the Bidders, in whole or in part, at any time and from time to time in their sole discretion, subject to applicable law. The Bidders’ failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts or circumstances; and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Bidders concerning the events described above will be final and binding on all parties.

16. Certain Legal Matters; Regulatory Approvals.

General. Based on their examination of publicly available information filed by YPF with the SEC and other publicly available information concerning YPF, the Bidders are not aware of (i) any governmental license or regulatory permit that appears to be material to YPF’s business that might be adversely affected by the Bidders’ acquisition of Shares and/or ADSs as contemplated herein, or (ii) any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares and/or ADSs by the Bidders as contemplated herein, or any approval or other action by any government or governmental administrative regulatory authority or agency, domestic or foreign, or any consent, waiver or other approval that would be required as a result of or in connection with the Offers, including but not limited to, any consents or other approvals under any licenses, concessions, permits and agreements to which YPF or the Bidders or any of their respective subsidiaries or affiliates is a party, other than:


	•	CNV’s approval as to the form of the Argentine Offer, and

	•	CNDC’s Required Regulatory Approval.

In addition, the Bidders’ obligation under the Offers to accept for payment and pay for Shares and/or ADSs is subject to certain Conditions as described in “THE U.S. OFFER — Section 15. Certain Conditions of the U.S. Offer.”

Argentine Securities Law

The registration of securities and the conduct of public offers in Argentina is regulated by Public Offering Law No. 17,811, as amended, Decree No. 677/01 (the “Public Offering Law”), and by the CNV’s regulations. On March 26, 2002, the CNV issued General Resolution No. 401 regulating public tender and exchange offers.

Pursuant to the Regulations, any individual or legal entity that proposes to launch a tender offer must file a request for approval of the tender offer with the CNV, which has 15 (fifteen) business days from the filing to approve the terms and conditions or to request additional information (in which case the 15-day period will be interrupted). Except as otherwise provided by the CNV, the request for approval must include, among other requirements, a prospectus containing the terms and conditions of the offer and other relevant information.

Concurrently with the filing with the CNV, the offeror must publicly announce its intention to make the tender offer by publishing the principal terms and conditions for three days in a major Argentine newspaper and for one day in the official gazette of the BASE. Once the tender offer is approved, the offeror must publish the approval of the terms and conditions of the exchange offer, as originally filed or as modified, in the same manner in which the announcement of the exchange offer was previously published.

In addition, simultaneously with the publication of the terms and conditions of the tender offer, the offeror must give a detailed notice of the terms and conditions to the target company. The board of directors of the target company must express its opinion and recommendation as to the proposed exchange offer within 15 (fifteen) days from receipt of the notification from the offeror. The opinion of the board of directors of the target company must cover in detail the terms and conditions of the tender offer, its recommendation to accept or reject the offer, the existence of any agreement between the offeror and the target or between the offeror and the members of the board of directors of the target, and whether the board of directors will obtain an opinion from a specialized independent consultant. The board of directors must disclose its knowledge of any significant decision to be adopted that, in its judgment, may affect the tender offer and whether the members of the board of directors of the target and officers

who are shareholders of the target will accept or reject the tender offer. The opinion of the board of directors of the target must be furnished to both the BASE and the CNV and must be published for 2 (two) days in the official gazette of the BASE.

The tender offer must remain open in Argentina for a period of no less than 20 (twenty) business days, and no more than 30 (thirty) business days, unless an exception is obtained from the CNV. After the tender offer period expires, the offeror must keep the offer open for another 5 (five) to 10 (ten) business days on the same terms and conditions as the original offer. Once the tender offer expires, the offeror and the receiving agent must inform the CNV and the BASE of the results of the offer and must publish the results in the official gazette of the BASE and in a major Argentine newspaper. Concurrently, the BASE must notify the CNV of the aggregate number of shares of the target tendered. Once the results are known, the CNV will notify the BASE, and if applicable, the offeror and the target company, of the number of shares tendered. The BASE will publish the results in its gazette on the day following notification from the CNV.

If, subject to the Regulations, the offeror elects to terminate the offer, the offeror must notify the CNV of its decision and the notice of termination must be published in the same manner as the approval of the original offer. Once the notice of termination is published, all tenders will be deemed withdrawn and all expenses incurred by the tendering holders will be paid by the offeror.

Argentine Corporate Law

Holders of Shares and/or ADSs will not have appraisal rights as a result of the Offers. However, if any of the Bidders or any of their affiliates, Repsol, or YPF were ever to seek to delist the Shares from the BASE then upon the approval of the termination of the listing of the Shares on the BASE and of the termination of the registration of the Shares under the Public Offering Law, any holder of Shares that voted against such action or did not attend the meeting at which such action was approved, would have the right to receive the book value of such holder’s Shares, determined on the basis of YPF’s latest audited balance sheet prepared (or that should have been prepared) in accordance with Argentine laws and regulations, provided, that such holder exercises these appraisal rights on a timely basis. The Bidders have no reason to believe that there is a significant likelihood that the ADSs (and Class D Shares) would be de-listed or that YPF would terminate its SEC reporting obligations. Appraisal rights would have to be exercised by delivering notice to such effect to YPF within 5 (five) days of the adjournment of the meeting at which the resolution approving the delisting and termination of registration under the Public Offering Law was adopted, in the event that the dissenting holder of Shares voted against such resolution, or within 15 (fifteen) days following such adjournment if the dissenting holder of Shares did not attend such meeting and can prove that it owned Shares on the date of such meeting. Payment on the appraisal rights must be made within 60 (sixty) days of the date of the meeting approving the delisting and termination of registration under the Public Offering Law.

There is doubt as to whether holders of ADSs will be able to exercise appraisal rights without converting ADSs to Shares prior to the date of the meeting approving the delisting and termination of registration under the Public Offering Law. It is not clear under Argentine law that a holder of Shares that votes both for and against a proposal approving the delisting and termination of registration under the Public Offering Law (as the ADS Depositary holding the ADSs might be required to do) would be able to exercise appraisal rights with respect to those Shares voted against the proposal.

For a holder of ADSs to withdraw the Shares underlying the ADSs it holds to preserve his or her ability to exercise appraisal rights at an extraordinary shareholders’ meeting, the holder must surrender the ADR evidencing such ADSs at the principal office at the ADS Depositary at 101 Barclay Street, 22nd Floor West, New York, New York 10286, and pay any applicable fees required to withdraw such Shares. The ADS Depositary shall then be required to deliver such Shares by electronic delivery through Caja de Valores. The holder must then deposit with YPF at least 3 (three) business days prior to the shareholders’ meeting a certificate from Caja de Valores stating the number of Shares held by book-entry for such holder in order to vote at the shareholders’ meeting.

Antitrust and Regulatory Laws

Argentina

Under Argentine Law No. 25,156, as amended, the CNDC has jurisdiction over mergers and acquisitions that allow a party to acquire control of or significant influence over a company, where the combined volume of business of the parties involved exceeds certain thresholds (“economic concentrations”). The CNDC has authority to analyze and approve, including subject to satisfaction of conditions, or reject any such economic concentration. The CNDC has a waiting period of 45 business days from the date the parties complete the statutory filing to render its decision. However, the 45 business day period is interrupted each time the CNDC requests additional information, until the information is furnished to the satisfaction of the CNDC.

The CNDC review process is structured in three sequential stages defined largely by the information required at each stage, and the CNDC may choose not to perform the review provided by any stage. During Stage One, the CNDC requests and reviews basic information on the relevant parties, the main aspects of the transaction and identifies the relevant market (by market size and relative market share). During Stage Two, the CNDC requests more detailed information on the relevant market, the products and services produced by the issuer and details on a transaction’s impact on the manufacturing, transportation, service costs and consumer price for such products and services. In Stage Three, the CNDC can request additional details on a transaction or its potential effects, particularly with respect to competition in the market, barriers to import/export or entry into the relevant market.

At any point during the CNDC review process, the CNDC may request additional or more specific information and documents from the parties involved or may schedule hearings with chambers, associations, competitors, suppliers, clients and others involved in or affected by a transaction to assist it its analysis of any possible anti-competitive concentration.

The SPA provides that the Acquisition is subject to approval by the CNDC. Similarly, the consummation of Purchaser’s acquisition of Securities pursuant to the First Option and the Bidders’ acquisition of Securities pursuant to the Offers is conditioned upon obtaining CNDC approval of each such acquisition of Securities (such approvals, together with approval of the acquisition of Securities under the SPA, the “Required Regulatory Approval”). If the CNDC does not approve the acquisition of Securities under the SPA as described herein prior to February 21, 2009, the SPA will terminate and the Securities purchased under the SPA will be returned to Repsol. Furthermore, if either the SPA is terminated or the acquisition of Securities under the First Option is not approved by the CNDC prior to February 21, 2009, no Securities will be acquired under the First Option. Similarly, since the financing for the Offers must be drawn by January 15, 2009, if the acquisition of Securities under the Offers is not approved by the CNDC prior to January 15, 2009, no Securities will be acquired under the Offers and any Securities tendered in the Offers will be returned promptly. If prior to January 15, 2009, the CNDC issues a Conditioned Approval or a Denial Notice, the Bidders will promptly return all tendered Securities. Tendering holders will have withdrawal rights until the Expiration Time on the Expiration Date or the New Expiration Date, as applicable or, thereafter, until such time as the Bidders announce that the Required Regulatory Approval has been obtained and that they will pay the Offer Price. The Bidders will announce that the Required Regulatory Approval has been obtained within 1 (one) business day after Petersen SA has been served with notice of such Required Regulatory Approval, by issuing a press release and amending the Tender Offer Statement that the Bidders filed with the SEC on Schedule TO.

On February 28, 2008, Petersen SA filed with the CNDC a request for approval of its Acquisition pursuant to the SPA, as well as the acquisition of an additional 0.1% of the total outstanding capital stock of YPF by the Eskenazi Family or its assignee under the First Option, the acquisition of up to an additional 10% of the outstanding capital stock of YPF by the Eskenazi Family or its assignee under the Second Option and the acquisition of Securities by the Eskenazi Family or its assignee as a result of the Offers. On March 4, 2008, the CNDC requested that additional information be submitted. On March 26, 2008, Petersen SA provided the CNDC with such additional information. On May 26, 2008, Petersen SPV gave the CNDC notice of its exercise of the First Option and of the Announcement of the Argentine Offer. On June 3, 2008, the CNDC requested Petersen SPV and Repsol to submit additional information, which submission was completed on July 31, 2008. The CNDC has not yet indicated an intention to move the review process beyond Stage One. Once all information requested by the CNDC has been submitted, the CNDC is required to render its decision within 45 business days. If the CNDC allows such period to lapse without rendering any decision or requesting further additional information, the acquisition of Securities by the Eskenazi Family and its affiliates

pursuant to the Acquisition, the First Option, the Second Option and the Offers would be deemed approved. If such period lapses prior to the Expiration Date and, thus, the acquisition of Securities by the Eskenazi Family and its affiliates pursuant to the Acquisition, the First Option, the Second Option and the Offers is deemed approved, the Bidders will accept the tendered Securities and pay the Offer Price to all holders of tendered Securities promptly after the Expiration Date. Similarly, if the U.S. Offer (i) is extended or (ii) has expired but acceptance and payment for the tendered Securities has been postponed until the CNDC issues the Required Regulatory Approval, once the CNDC is deemed to have approved the acquisition of Securities by the Eskenazi Family at any time after the extension of the Offer Period, or postponement of acceptance and payment, as applicable, but prior to January 15, 2009, the Bidders will announce that the Required Regulatory Approval has been obtained and that they are accepting and paying the Offer Price for the tendered Securities (that have not been previously withdrawn) promptly thereafter.

Other

Based upon the Bidders’ examination of publicly available information concerning YPF, it appears that YPF and its subsidiaries own property and conduct business in a number of foreign countries in addition to those described above. In connection with the acquisition of Shares and/or ADSs pursuant to the Offers, the laws of certain of these foreign countries may require the filing of information with, or the obtaining of the approval of, governmental authorities therein. After commencement of the Offers, the Bidders will seek further information regarding the applicability of any such laws and currently intend to take such action as they may require, but no assurance can be given that such approvals will be obtained. If any action is taken prior to completion of the Offers by any such government or governmental authority, the Bidders may not be obligated to accept for payment or pay for any tendered Shares and/or ADSs. See “THE U.S. OFFER — Section 15. Certain Conditions of the U.S. Offer.”

17. Fees and Expenses.

Except as set forth below, the Bidders will not pay any fees or expenses in connection with the U.S. Offer.

The expenses of the U.S. Offer, including the publications, the distribution of the documentation to holders of Shares and/or ADSs, the expenses and fees of Caja de Valores (except for the expenses of issuing the Tender Certificate and the Constancia de Saldo de Cuentas), and any expenses in connection with the transferring of the Offer Price to the accounts of the holders of Shares and/or ADSs, shall be paid by the Bidders.

The Bidders shall not be responsible for any expenses derived from issuing Tender Certificates, certifications of signatures, preparation and sending and/or filing of documentation by the holders of Shares and/or ADSs, or for the payment of any commissions or fees of the Custodians of the holders of Shares or advisors of the holders of Shares and/or ADSs or any broker, dealer or agent used by them for the purpose of tendering in the U.S. Offer.

The Bidders have retained The Bank of New York Mellon to act as the U.S. Receiving Agent in connection with the U.S. Offer. The U.S. Receiving Agent has not been retained to make solicitations or recommendations in its role as receiving agent. The U.S. Receiving Agent will receive reasonable and customary compensation for its services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith, including certain liabilities under the U.S. federal securities laws.

The U.S. Receiving Agent has retained Banco Santander Río S.A. to act as the Argentine Custodian in connection with the Offers. The Argentine Custodian has not been retained to make solicitations or recommendations. The Argentine Custodian will receive reasonable and customary compensation for its services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith, including certain liabilities under the U.S. federal securities laws.

The Bidders have retained BNY Mellon Shareowner Services to act as the U.S. Information Agent in connection with the U.S. Offer. The U.S. Information Agent may contact holders of Shares and/or ADSs by mail, telephone, and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the U.S. Offer to beneficial owners. The U.S. Information Agent will receive reasonable and customary compensation for its services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith, including certain liabilities under the federal securities laws.

18. Miscellaneous.

The U.S. Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares or ADSs in any jurisdiction in which the making of the U.S. Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Bidders may, in their discretion, take such action as it may deem necessary to make the U.S. Offer in any such jurisdiction and extend the U.S. Offer to holders of Shares and ADS in such jurisdiction.

No person has been authorized to give any information or make any representation on behalf of the Bidders not contained in this U.S. Offer to Purchase or in the Form of Acceptance, Form of Withdrawal, or Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

The Bidders have filed with the SEC a Tender Offer Statement on Schedule TO, together with exhibits, pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange Act, furnishing certain additional information with respect to the U.S. Offer. The Schedule TO and any amendments thereto, including exhibits, may be examined and copies may be obtained at the SEC’s webpage http://www.sec.gov.

Petersen Energía Inversora, S.A.,

Enrique Eskenazi,

Sebastián Eskenazi,

Matías Eskenazi Storey, and

Ezequiel Eskenazi Storey

September 11, 2008

SCHEDULE A

INFORMATION CONCERNING THE MEMBERS OF THE ESKENAZI FAMILY AND THE MEMBERS OF THE BOARDS
OF DIRECTORS AND

THE EXECUTIVE OFFICERS OF PURCHASER AND HOLDING

Set forth below are the name, position, and current principal occupation or employment, and material occupations, positions, offices or employment for the past five years of each director and executive officer of Purchaser and Holding. The business address of each such person is Cerrito 740, piso 1, (C1010AAP) Buenos Aires, Argentina. Each such person is a citizen of the Republic of Argentina.


1.	Purchaser


Name and Position		Principal Occupation


Directors

Enrique Eskenazi — Director and President		Co-Chief Executive Officer, Marviol S.R.L.; President of Petersen Inversiones S.A., Napelgrind S.A., Banco de San Juan S.A., Banco de Santa Cruz S.A., Nuevo Banco de Santa Fe S.A., Nuevo Banco de Entre Ríos S.A., Petersen Energía S.A. (Argentina), Petersen Energía S.A. (Spain), Fundación Banco de Santa Cruz S.A., Fundación Nuevo Banco de Santa Fe S.A., and Fundación Nuevo Banco de Entre Ríos S.A.; Vice president of Mantenimientos y Servicios S.A. and Santa Sylvia S.A.; Member of the board of directors of Petersen Thiele y Cruz S.A., Estacionamientos Buenos Aires S.A., Petersen Energía S.A. (Spain), Petersen Energía Pty. Ltd. and Agro Franca S.A.

Sebastián Eskenazi — Director and Co-Chief Executive Officer		Co-Chief Executive Officer of Marviol S.R.L. and Petersen Energía S.A. (Spain); President of Arroyo Lindo S.A. and Red Link S.A.; Vice president of Petersen Inversiones S.A., Petersen Energía S.A. (Argentina), Petersen Thiele y Cruz S.A., Mantenimientos y Servicios S.A., Banco de Santa Cruz S.A., Nuevo Banco de Santa Fe S.A. and Nuevo Banco de Entre Ríos S.A.; alternate member of the board of directors of Banco de San Juan S.A.; and member of the board of directors of Petersen Energía S.A. (Spain), Petersen Energía Pty. Ltd. and Petersen Inversiones S.A.

Mauro Renato José Dacomo — Director and Secretary		Partner of ABD Law Firm; President of Inwell S.A. and Los Boulevares S.A.; General counsel to Fundación Banco de Santa Cruz S.A., Fundación Nuevo Banco de Santa Fe S.A., and Fundación Nuevo Banco de Entre Ríos S.A.; alternate member of the board of directors of Petersen Energía S.A. (Argentina), Arroyo Lindo S.A. and Nuevo Banco de Santa Fe S.A.; and member of the board of directors of Inwell S.A. and Nuevo Banco de Entre Ríos S.A.

Ignacio Cruz Morán — Director		Alternate member of the board of directors of Banco de Santa Cruz S.A., Nuevo Banco de Santa Fe S.A., and Red Link S.A.; and member of the board of directors of Banco de San Juan S.A., Nuevo Banco de Entre Ríos S.A. and ACH S.A.

Executive Officers

Matías Eskenazi Storey — Co-Chief Executive Officer		Chief Executive Officer of Administradora San Juan S.R.L.; Co-Chief Executive Officer of Petersen Energía S.A. (Spain); President of Estacionamientos Buenos Aires S.A.; Vice president of Comercial Latino S.A. and Banco de Santa Cruz S.A.; alternate member of the board of directors of Mantenimientos y Servicios S.A., Banco de San Juan S.A. and Red Link S.A.; and member of the board of directors of Petersen Energía S.A. (Spain), Petersen Energía Pty. Ltd., Petersen Inversiones S.A, Nuevo Banco de Santa Fe S.A., Nuevo Banco de Entre Ríos S.A. and Petersen Energía S.A. (Argentina)


2.	Holding


Name and Position		Principal Occupation

Matías Eskenazi Storey — Managing Director		See Section “1. Purchaser” above
Sebastián Eskenazi — Managing Director		See Section “1. Purchaser” above
Mauro Renato José Dacomo — Managing Director		See Section “1. Purchaser” above
Ignacio Cruz Morán — Managing Director		See Section “1. Purchaser” above
Pablo Cristián Bonetto — Managing Director		Inhouse counsel at Nuevo Banco de Santa Fe S.A., Nuevo Banco de Entre Ríos S.A., Banco de San Juan S.A., and Banco de Santa Cruz S.A.
Leonardo López — Managing Director		Inhouse counsel at Nuevo Banco de Santa Fe S.A., Nuevo Banco de Entre Ríos S.A., Banco de San Juan S.A., and Banco de Santa Cruz S.A.


3.	Beneficial Owners

Set forth below are the name and material occupations, positions, offices or employment for the past five years of each member of the Eskenazi Family. The business address of each such person is Cerrito 740, piso 1, (C1010AAP) Buenos Aires, Argentina. Each such person is a citizen of the Republic of Argentina.


Name		Principal Occupation

Enrique Eskenazi		See Section “1. Purchaser” above
Sebastián Eskenazi		See Section “1. Purchaser” above
Matías Eskenazi Storey		See Section “1. Purchaser” above
Ezequiel Eskenazi Storey		Vice president of Agro Franca S.A.; alternate member of the board of directors of Los Boulevares S.A. and Petersen Inversiones S.A.; and member of the board of directors of Petersen Thiele y Cruz S.A., Santa Sylvia S.A. and Agro Franca S.A.

The U.S. Receiving Agent for the U.S. Offer is:

THE BANK OF NEW YORK MELLON


*By Mail:*		*By Hand or Overnight or Courier:*
BNY Mellon Shareowner Services		BNY Mellon Shareowner Services
Attn: Corporate Action Dept.		Attn: Corporate Action Dept., 27th Floor
P.O. Box 3301		480 Washington Boulevard
South Hackensack, NJ 07606		Jersey City, NJ 07310

The U.S. Information Agent for the U.S. Offer is:

BNY MELLON SHAREOWNER SERVICES

480 Washington Blvd.,
Jersey City, NJ 07310
In the United States: Call 1-877-289-0143 (Toll-Free)
Outside the United States: Call 1-201-680-5235
Banks and Brokers: 1-201-680-5235

EX-99.A.1.A.2 3 y71140exv99waw1waw2.htm EX-99.A.1.A.2: ARGENTINE OFFER TO PURCHASE EX-99.A.1.A.2

Exhibit (a)(1)(A).2

This is a convenience translation into English of a Spanish original document. This translation is without legal effect and, in the event of any discrepancy with the Spanish original version, the Spanish original version shall prevail.

PROSPECTUS

Public Offering authorized by Board Resolution of the Comisión Nacional de Valores, dated September 4, 2008. This authorization merely entails that the reporting requirements have been complied with. The Comisión Nacional de Valores has not rendered its opinion on the information contained in this Prospectus. The management body is exclusively responsible for the accuracy of the accounting, financial and economic information, as well as any other information contained in this Prospectus and the supervisory body of the offering company and the auditors are liable, to the relevant extent, for the accuracy of their respective reports on the financial statements appended hereto. The management body represents, under oath, that this Prospectus includes, as of the date of its publication, accurate and sufficient information about any material fact that may affect the net worth, financial and economic situation of the offering company as well as any other information of which the shareholders should be aware in connection with this issue, in compliance with the regulations in force.

(hereinafter, “PEISA”)

hereby launches this
Voluntary Public Tender Offer
for all currently outstanding Class A Shares, Class B Shares, Class C Shares and Class D Shares, with a par

value of Ten Pesos ($10) and one vote per Share, in

YPF SOCIEDAD ANÓNIMA
(hereinafter, “YPF”)

at a price of US$49.45 (Dollars Forty-nine and forty-nine cents) per Share, in cash.

PEISA will make this voluntary public tender offer to purchase shares in YPF (the “Offer”) to all holders of outstanding common, book-entry, Class A Shares, Class B Shares, Class C Shares and Class D shares in YPF with a par value of ten Pesos ($10) and one vote per Share (hereinafter, the “Shares”).

YPF is a corporation that has not adhered to the optional statutory system for the mandatory acquisition of shares in a public offering pursuant to the terms of Section 24 of Decree 677/01.

On February 21, 2008, PETERSEN ENERGIA, S.A., a Petersen Group company executed a Shareholders’ Agreement with Repsol YPF, S.A., and some of its affiliates, as described in paragraph 2, “Shareholders’ Agreement”, item f) “Agreements entered into by and among the companies forming the Petersen Group” in Section “Subjective Elements of the Offer” of this Prospectus. PEISA was to adhere to such Shareholders’ Agreement at the time the Shares purchased from the Repsol YPF Group were transferred to PEISA upon the exercise of the First Option (as described in paragraph 2 “Shareholders’ Agreement” and paragraph 3 “Options”, item f) “Agreements entered into by and among the companies forming the Petersen Group” in Section “Subjective Elements of the Offer” of this Prospectus.

The Offer as well as its effectiveness, consummation and settlement are governed by the conditions set forth in Item 5 “Conditions for the Effectiveness and Consummation of the Offer” in Section “Objective Elements of the Offer” of this Prospectus.

THE GENERAL TERM OF ACCEPTANCE OF THE OFFER SHALL START AT 10:00 A.M. ON SEPTEMBER 11, 2008, (“COMMENCEMENT DATE”) AND SHALL EXPIRE AT 3:00 P.M. ON OCTOBER 9, 2008 (THE “GENERAL ACCEPTANCE TERM”).

THE ADDITIONAL ACCEPTANCE TERM FOR THE OFFER (THE “ADDITIONAL ACCEPTANCE TERM”) SHALL START AT 3:00 P.M. ON OCTOBER 9, 2008 AND SHALL EXPIRE AT 3:00 P.M. ON OCTOBER 20, 2008, (the “EXPIRATION DATE”).

The “Acceptance Term” shall be understood to be the term between the Commencement Date and the Expiration Date.


Offeror:	Offer Agent:


Petersen Energía Inversora, S.A.	Banco de Valores S.A.

Intermediary:

Cozzani — Guterman Sociedad de Bolsa S.A.

This Prospectus is dated September 5, 2008

IMPORTANT

I) PEISA IS A CORPORATION (SOCIEDAD ANÓNIMA) ORGANIZED UNDER THE LAWS OF THE KINGDOM OF SPAIN AND A DIRECT WHOLLY-OWNED SUBSIDIARY OF PETERSEN ENERGÍA INVERSORA HOLDING GMBH, A COMPANY ORGANIZED UNDER THE LAWS OF AUSTRIA (“HOLDING”). SUCH HOLDING IS IN TURN WHOLLY OWNED BY MESSRS. ENRIQUE ESKENAZI, SEBASTIÁN ESKENAZI, MATÍAS ESKENAZI STOREY AND EZEQUIEL ESKENAZI STOREY (THE “ESKENAZI FAMILY”), AND FORMS PART, JOINTLY WITH THE OTHER COMPANIES SPECIFIED IN ITEM (C) “ENTITIES BELONGING TO THE SAME GROUP AS OFFEROR. STRUCTURE OF THE GROUP AND IDENTITY OF OFFEROR’S CONTROLLING SHAREHOLDERS”, IN SECTION “SUBJECTIVE ELEMENTS OF THE OFFER”, OF THE “PETERSEN GROUP”.

II) PETERSEN ENERGIA, S.A. (“PESA”), A COMPANY BELONGING TO THE PETERSEN GROUP IS THE HOLDER OF AMERICAN DEPOSITARY SHARES (“ADSs”) REPRESENTING CLASS D SHARES IN YPF, WHICH IN TURN REPRESENT 14.9% OF THE CAPITAL STOCK OF YPF.

III) ON FEBRUARY 21, 2008, PESA, REPSOL YPF, S.A. (“REPSOL YPF”) AND SOME OF ITS SUBSIDIARIES EXECUTED A SHAREHOLDERS’ AGREEMENT WHEREBY PESA WAS VESTED WITH THE RIGHT TO APPOINT CERTAIN DIRECTORS AND MANAGERS IN YPF AND WAS FURTHER VESTED CERTAIN RIGHTS IN ITS CAPACITY AS MINORITY SHAREHOLDER. SOME FEATURES OF THE SHAREHOLDERS’ AGREEMENT ARE DESCRIBED IN PARAGRAPH 2 “SHAREHOLDERS’ AGREEMENT”, ITEM F) “AGREEMENTS ENTERED INTO BY AND AMONG THE COMPANIES FORMING THE PETERSEN GROUP” IN SECTION “SUBJECTIVE ELEMENTS OF THE OFFER”.

IV) REPSOL YPF, REPSOL EXPLORACIÓN, S.A., CAVEANT S.A. AND REPSOL YPF CAPITAL, S.L. GRANTED TO THE ESKENAZI FAMILY TWO PURCHASE OPTIONS IN RESPECT OF CLASS D YPF SHARES: ONE OF THEM IN RESPECT OF CLASS D SHARES REPRESENTING 0.1% OF THE CAPITAL STOCK OF YPF AND THE OTHER IN RESPECT OF CLASS D SHARES REPRESENTING 10% OF THE CAPITAL STOCK OF YPF.

V) THE ESKENAZI FAMILY ASSIGNED TO PEISA AND ON MAY 20, 2008, PEISA EXERCISED THE PURCHASE OPTION IN RESPECT OF CLASS D SHARES IN YPF REPRESENTING 0.1% OF THE CAPITAL STOCK OF YPF, THAT IS, 393,313 CLASS D SHARES IN YPF, THAT WILL NOT BE TRANSFERRED TO PEISA UNTIL THE COMPLETION OF THE OFFER PROCEDURE SET FORTH IN THIS PROSPECTUS AND THE SETTLEMENT OF THIS OFFER BY PEISA.

VI) PURSUANT TO THE PROVISIONS OF SECTION 7, SUBSECTION (D) OF YPF’S BY-LAWS, PEISA HAS CARRIED OUT AN “ACQUISITION OF CONTROL”. IN ACCORDANCE WITH YPF’S BY-LAWS, AN ACQUISITION OF CONTROL IS DEFINED AS A TRANSACTION CARRIED OUT BY ANY PERSON WHO, EITHER DIRECTLY OR INDIRECTLY, PURCHASES BY ANY MEANS CLASS D SHARES OR SHARES THAT, UPON BEING TRANSFERRED, ARE CONVERTIBLE INTO CLASS D SHARES IN YPF OR YPF’S SECURITIES, REGARDLESS OF THEIR TYPE, THAT ARE CONVERTIBLE INTO CLASS D SHARES AND, AS A CONSEQUENCE OF SUCH PURCHASE, THE PURCHASER BECOMES THE HOLDER OF, OR EXERCISES CONTROL OVER, CLASS D SHARES IN YPF REPRESENTING FIFTEEN PER CENT (15%) OR MORE OF ITS CAPITAL STOCK, OR TWENTY PER CENT (20%) OR MORE OF OUTSTANDING CLASS D SHARES IF THE SHARES REPRESENTING SUCH TWENTY PER CENT (20%) SIMULTANEOUSLY REPRESENT LESS THAN FIFTEEN PER CENT (15%) OF THE CAPITAL STOCK.

VII) THIS OFFER IS MADE IN COMPLIANCE WITH THE PROVISIONS OF SECTION 7, SUBSECTION (D) OF YPF’S BY-LAWS, WHEREBY: “ANY PERSON WHO INTENDS TO CARRY OUT AN ACQUISITION OF CONTROL [...] SHALL: (i) OBTAIN THE PRIOR CONSENT OF A CLASS A SHAREHOLDERS’ MEETING AND (ii) LAUNCH A TENDER OFFER IN RESPECT OF ALL CLASSES OF COMPANY’S SHARES AND ALL SECURITIES CONVERTIBLE INTO SHARES”.

VIII) AS OF EVEN DATE, YPF HAS NOT ISSUED SECURITIES CONVERTIBLE INTO SHARES AND THERE ARE NO SECURITIES CONVERTIBLE INTO SHARES CURRENTLY OUTSTANDING.

IX) YPF EXTRAORDINARY SHAREHOLDERS’ MEETING HELD ON APRIL 24, 2008 APPROVED AN AMENDMENT TO SECTION 7 OF YPF’S BY-LAWS IN ORDER TO RELEASE ANY PROSPECTIVE PURCHASER OF SHARES IN YPF FROM THE OBLIGATION TO MAKE A PUBLIC TENDER OFFER IN THE FOLLOWING CASES:

(i) PURCHASES MADE BY THOSE WHO ALREADY ARE HOLDERS OR EXERCISE CONTROL OF SHARES REPRESENTING MORE THAN FIFTY PER CENT (50%) OF THE CAPITAL STOCK; AND

(ii) PURCHASES MADE BY THOSE WHO ARE ALREADY HOLDERS OR EXERCISE CONTROL OF SHARES REPRESENTING FIFTEEN PER CENT (15%) OR MORE OF THE CAPITAL STOCK OR TWENTY PER CENT (20%) OR MORE OF THE OUTSTANDING CLASS D SHARES, IF THE SHARES REPRESENTING SUCH TWENTY PER CENT (20%) SIMULTANEOUSLY REPRESENT LESS THAN FIFTEEN PER CENT (15%) OF THE CAPITAL STOCK, ALWAYS PROVIDED THAT THE SHARES HELD AND/OR TO BE HELD BY PURCHASER (INCLUDING THE SHARES HELD BY PURCHASER AT THE TIME OF THE PURCHASE TRANSACTION AND THOSE TO BE HELD BY VIRTUE THEREOF) DO NOT EXCEED FIFTY PER CENT (50%) OF THE CAPITAL STOCK.

THEREFORE, PURCHASES OF CLASS D SHARES MADE BY PESA, PEISA AND/OR THE ESKENAZI FAMILY, DIRECTLY OR INDIRECTLY, UPON COMPLETING THIS OFFER SHALL NOT RESULT IN THE OBLIGATION TO MAKE A PUBLIC TENDER OFFER OF SHARES AND/OR SECURITIES CONVERTIBLE INTO SHARES IN YPF UNLESS, BY VIRTUE OF SUCH PURCHASES, THE PURCHASED SHARES TOGETHER WITH THOSE DIRECTLY OR INDIRECTLY HELD BY PESA, PEISA AND THE ESKENAZI FAMILY REPRESENT MORE THAN 50% OF YPF’S CAPITAL STOCK.

X) ON MAY 23, 2008, YPF’S BOARD OF DIRECTORS (i) RESOLVED TO RENDER A FAVORABLE OPINION ON THE REASONABLE NATURE OF THE PRICE OFFERED BY PEISA UNDER THE OFFER AND RECOMMEND THE ACCEPTANCE OF THE OFFER TO YPF’S SHAREHOLDERS, BY RENDERING THE RELEVANT REPORT ON THE OFFERED PRICE, AS SET FORTH IN SECTION 36, CHAPTER XXVII, BOOK 9 OF THE CNV RULES, (ii) RESOLVED TO REFRAIN FROM REQUESTING THE OPINION OF A SPECIALIZED INDEPENDENT ASSESSOR, SINCE THE PRICE OFFERED IS NOT LOWER THAN THE PRICES RESULTING FROM THE EVENTS LISTED IN PARAGRAPHS (A), (B), (C) AND (D), SECTION 7, SUBSECTION (F) (V) OF YPF’S BY-LAWS AND (iii) CALLED A CLASS A SHAREHOLDERS’ MEETING TO BE HELD ON JUNE 2, 2008, IN ORDER TO CONSIDER THE APPROVAL OF THE ACQUISITION OF CONTROL AND THE OFFER.

WITHOUT DETRIMENT TO THE FOREGOING, THE BOARD OF DIRECTORS STATED THAT:

(i) THE RECOMMENDATION MADE BY YPF’S BOARD OF DIRECTORS IS NOT BINDING AND THE BOARD OF DIRECTORS’ OPINION REPRESENTS ONLY ONE CIRCUMSTANCE, AMONG OTHERS, THAT SHOULD BE PONDERED BY THE SHAREHOLDERS TO WHOM THE OFFER IS ADDRESSED; THEREFORE, IT IS NOT INFLUENTIAL IN THE DECISION TAKEN BY THE SHAREHOLDERS AS TO THE ACCEPTANCE OR REFUSAL OF THE OFFER; AND

(ii) THE EVALUATION OF THE OFFER MUST BE BASED ON AN INDIVIDUAL AND SUBJECTIVE ANALYSIS TO BE MADE BY EACH SHAREHOLDER TO WHOM THE OFFER IS ADDRESSED, TAKING INTO ACCOUNT THE PARTICULAR CIRCUMSTANCES.

MESSRS. ANTONIO BRUFAU NIUBO (CHAIRMAN), SEBASTIAN ESKENAZI (EXECUTIVE VICE PRESIDENT), ANTONIO GOMIS SAEZ (CHIEF OPERATING OFFICER), ENRIQUE ESKENAZI, MATIAS ESKENAZI STOREY, LUIS SUAREZ DE LEZO, ANIBAL BELLONI, MARIO BLEJER, CARLOS BRUNO, SANTIAGO CARNERO, CARLOS DE LA VEGA, EDUARDO ELSTAIN, SALVADOR FONT ESTRANY, JAVIER MONZON, FEDERICO MAÑERO, FERNANDO RAMIREZ AND MARIO VAZQUEZ WERE PRESENT AT YPF’S BOARD OF DIRECTORS’ MEETING. SAVE FOR MESSRS. ANTONIO BRUFAU NIUBO, ENRIQUE ESKENAZI, SEBASTIAN ESKENAZI, MATIAS ESKENAZI STOREY, ANTONIO GOMIS

SAEZ AND LUIS SUAREZ DE LEZO, WHO REFRAINED FROM TAKING PART IN THE DISCUSSIONS AND VOTING, THE REMAINING DIRECTORS VOTED IN FAVOR OF THE RECOMMENDATION.

THE OPINION OF YPF’S BOARD OF DIRECTORS WAS PUBLISHED IN BASE’S BULLETIN FOR TWO DAYS AND IS APPENDED TO THIS PROSPECTUS AS EXHIBIT III.

IN TURN, THE OPINION OF YPF’S BOARD OF DIRECTORS IS PUBLISHED AT THE CNV’S WEBSITE, SECCIÓN EMISORAS: YPF S.A., INFORMACIÓN FINANCIERA — HECHOS RELEVANTES ID N^o 4-98502-D. BOARD OF DIRECTORS’ MEETINGS MINUTES No. 284 CONTAINING SUCH OPINION IS PUBLISHED UNDER THE SECCIÓN EMISORAS: YPF S.A., INFORMACIÓN FINANCIERA — BOARD OF DIRECTORS’ MEETINGS MINUTES ID No 4-99758-D.

XI) CLASS A SHAREHOLDER AUTHORIZED THE ACQUISITION OF CONTROL AND THE OFFER BY PEISA ON JUNE 2, 2008.

XII) YPF IS EXCLUDED FROM THE MANDATORY PUBLIC TENDER OFFER SYSTEM SET FORTH IN DECREE 677/01 AND SECTIONS 5 THROUGH 21, CHAPTER XXVII OF THE CNV’S RULES, AS AMENDED.

XIII) THE OFFER, ITS EFFECTIVENESS, CONSUMMATION AND SETTLEMENT SHALL BE SUBJECT TO COMPLIANCE BY NO LATER THAN JANUARY 15, 2009, OF THE FOLLOWING CONDITIONS, PURSUANT TO THE PROVISIONS OF ITEM 5 “CONDITIONS FOR EFFECTIVENESS AND CONSUMMATION OF THE OFFER”, IN SECTION “OBJECTIVE ELEMENTS OF THE OFFER” OF THIS PROSPECTUS (IN ADDITION TO THE CONTINUATION OF THE AUTHORIZATIONS GRANTED BY THE CNV AND BY THE CLASS A SHAREHOLDER, AS EXPLAINED IN SUCH ITEM):

(I) THE CNDC’S EXPRESS AUTHORIZATION OF THE “PURCHASE BY PESA”, WITHOUT IMPOSING ANY CONDITIONS OR OBLIGATIONS ON THE PARTIES THERETO OR ON YPF;

(II) THE CNDC’S EXPRESS OR IMPLIED AUTHORIZATION TO THE GRANT OF THE “OPTIONS” TO THE ESKENAZI FAMILY, TO THE EXERCISE OF THE “FIRST OPTION” BY PEISA, TO THE “OPTION PURCHASE” AND TO THE “OFFER PURCHASE”;

(III) THE ABSENCE OF A NOTICE FROM THE CNDC DENYING THE AUTHORIZATION OF THE PURCHASE BY PESA, THE OPTION PURCHASE OR THE OFFER PURCHASE; AND

(IV) THE ABSENCE OF RULES, MEASURES, JUDGMENTS, AWARDS, ORDERS OR RESOLUTIONS ISSUED BY COURTS OR AUTHORITIES HAVING COMPETENT JURISDICTION DENYING THE REQUESTED AUTHORIZATIONS, EITHER IN ARGENTINA OR ABROAD, THAT PRECLUDE, PROHIBIT, CONDITION OR LIMIT THE OFFERS OR THE TRANSACTION .

XIV) THE PRICE PER SHARE OFFERED BY PEISA PURSUANT TO THIS OFFER HAS BEEN ASSESSED IN COMPLIANCE WITH THE PROVISIONS OF YPF’S BY-LAWS (SECTION 7, SUBSECTION (F) (V)).

XV) THE OFFER IS VOLUNTARY FOR THE SHAREHOLDERS WHO ARE FULLY AND TOTALLY FREE TO ACCEPT IT OR NOT, AS SAME MAY CONSIDER ADVISABLE FOR THEIR OWN COMMERCIAL OR ANY OTHER INTERESTS.

XVI) REPSOL YPF, REPSOL EXPLORACIÓN, S.A., CAVEANT, S.A. AND REPSOL YPF CAPITAL, S.L., WHICH HOLD SHARES REPRESENTING IN THE AGGREGATE 84.14% OF YPF’S CAPITAL STOCK, HAVE EXPRESSED THEIR IRREVOCABLE COMMITMENT TO REFRAIN FROM TENDER UNDER THIS OFFER CLASS D SHARES IN YPF HELD BY THEM.

XVII) REPSOL YPF HAS EXPRESSED ITS INTENTION TO MAKE A PUBLIC TENDER OFFER OF CERTAIN SHARES IN YPF.

XVIII) AT PRESENT, 224,650,997 CLASS D SHARES, REPRESENTING 57.12% OF SHARES IN YPF, ARE (AS REPORTED BY YPF IN FORM 20-F SUBMITTED TO THE SECURITIES EXCHANGE COMMISSION (“SEC”) OF THE UNITED STATES FOR 2007) SUBJECT TO AN ADS PROGRAM AND ARE LISTED

ON THE STOCK EXCHANGE OF NEW YORK, UNITED STATES (“NYSE”). THEREFORE, IN ACCORDANCE WITH THE PROVISIONS OF THE SECURITIES LAWS OF THE UNITED STATES, THE ESKENAZI FAMILY AND PEISA, SIMULTANEOUSLY AND CONCURRENTLY WITH THIS OFFER, MAKE A PUBLIC TENDER OFFER OF SHARES AND ADSs IN THE UNITED STATES THAT SHALL BE ADDRESSED TO HOLDERS OF SHARES QUALIFYING AS UNITED STATES RESIDENTS AND TO HOLDERS OF ADSs, REGARDLESS OF WHETHER THEY ARE UNITED STATES RESIDENTS OR NOT (THE “U.S. OFFER”).

THIS PROSPECTUS SOLELY REFERS TO THE VOLUNTARY PUBLIC TENDER OFFER OF SHARES IN YPF MADE BY PEISA IN ARGENTINA.

Additional Information

This prospectus (the “Prospectus”) and the information contained herein in connection with the Offer shall be available to the interested parties at Banco de Valores S.A., domiciled at Sarmiento 310, City of Buenos Aires, Argentina (the “Offer Agent”).

Queries and questions about the Offer may be addressed Monday to Friday during banking hours to Messrs Jorge I. Sáez, Jorge Liwski, Walter Russ or Mrs. Delma Ferrero, at (54-11) 4323-6900, or personally at the place where acceptance of the Offer by the Shareholders must be filed, that is, 25 de Mayo 311, 2nd basement, City of Buenos Aires.

Intermediary Cozzani-Guterman Sociedad de Bolsa S.A., domiciled at San Martín 439, 11th Floor, City of Buenos Aires.

This Prospectus includes references to information about companies directly and indirectly controlled by Enrique and Sebastián Eskenazi and Matías and Ezequiel Eskenazi Storey (the “Eskenazi Family”), who form, jointly with PEISA, the “Petersen Group”.

As shares in YPF are listed on the Buenos Aires Stock Exchange (the “BASE”), the most relevant information about YPF is in the public domain and may be accessed by visiting the following websites: www.cnv.gov.ar and www.bolsar.com. Furthermore, YPF’s financial statements, submitted on an annual and quarterly basis before the Comisión Nacional de Valores (the “CNV”) and the BASE and that may be accessed by the investor over the Internet, also contain information that may prove of interest. The Prospectus includes references to public information on YPF filed with the BASE and the CNV, also available for review at the following websites: www.bolsar.com and www.cnv.gov.ar.

Important Notice

No person has been authorized to provide information or make statements that are not expressly included in the Offer Documents (as defined hereinbelow). Any information that is not included in the Offer Documents should not be regarded as information or statement that has been directly or indirectly authorized by PEISA or the Offer Agent.

The handing out of the Offer Documents in certain jurisdictions may be limited or prohibited under the law. PEISA and the Offer Agent advise those persons who receive the Offer Documents that they should seek information about any such limitations and observe same. This Offer shall not be valid and no acceptances may be made by persons in any jurisdiction where the Offer or the acceptance of the Offer by such persons may be illegal or otherwise contrary to the applicable law.

The information contained in the Offer Documents is deemed to have been furnished on the date stated in such Offer Documents. It shall not be construed, either as a consequence of the delivery of the Offer Documents at any time or as a result of any sale made under the Offer, that there has been a change in the information furnished in connection with PEISA or YPF as from such date or, should no specific date be stated, as from the Offer Authorization Date by the CNV, or that the information herein may be correct at any time after such date.

The information contained in the Offer Documents in connection with YPF is based on public information published or furnished by YPF and neither PEISA nor the Offer Agent make any statement or furnish any guarantee in connection therewith.

No information contained in the Offer Documents may be considered as a promise, commitment, obligation or statement in connection with future events or results.

The holders of Shares must make their own research and review (and it shall be understood, no evidence to the contrary being admitted, that they have done so) about the advisability of accepting the Offer.

In the Offer Documents, unless otherwise specified or whenever the context so requires, (i) references to “Dollars” or “US$” shall mean the legal tender in the United States; and (ii) references to “Pesos” or “$” shall mean the legal tender in Argentina.

Notice concerning Forward Looking Statements

Forward Looking Statements

Any statements on future events, projections, prospects or expectations included in the Prospectus are subject to risks and uncertainties and may not be fulfilled in accordance with the estimates made in the Prospectus. Forward looking statements may refer to information about exposure to market risks related to Argentina, the industry, the companies of the Petersen Group and YPF.

Forward-looking statements may also be identified by the use of words such as “foresees”, “plans”, “expects”, “anticipates”, “estimates”, “should”, “intends”, “proposes”, “probability”, “risk”, “target”, “objective”, “purpose”, “estimate”, “future” or similar expressions.

The forward-looking statements contained in the Offer Documents only make reference to the date indicated in such Offer Documents and neither PEISA nor the Offer Agent undertakes to update any forward looking statement made for the purpose of reflecting events or circumstances that are subsequent to such date or the occurrence of unforeseeable events.

The implementation of possible management strategies by PEISA is subject to compliance with the majority requirements regarding the corporate bodies, in view of the fact that PEISA and the remaining companies of the group to which PEISA belongs shall not obtain by themselves, after the purchase of shares in YPF under this Offer and the agreements entered into with Repsol YPF, S.A., Repsol Exploración, S.A., Caveant, S.A. and Repsol YPF Capital, S.L., control over YPF.

TABLE OF CONTENTS


	Page

Glossary		9
INTRODUCTION		14
Background		14
The Offer		14
The Shares		14
The Offer is made simultaneously with the U.S. Offer		14
THE OFFER		15
TERMS AND CONDITIONS OF THE OFFER		15
(I) Subjective Elements of the Offer		15
Name and registered office of the company concerned		15
Name, registered office and corporate purpose of Offeror		15
Entities belonging to the same group as Offeror. Structure of the group and identity of Offeror’s controlling shareholders		15
Responsibility for the Prospectus (section 35, Decree 677/01)		16
Intermediary Entities and Agents		17
Negotiable securities in the company concerned held by Offeror or its group		17
Agreements entered into by and among the companies forming the Petersen Group and Repsol YPF and its subsidiaries, including YPF		17
Activity and economic and financial condition of the Offeror and the group to which it belongs		21
Certain information about the company concerned		22
(II) Objective Elements of the Offer		22
The Offer		22
Negotiable Securities included in the Offer		22
Consideration. Payment		23
Financing of the Offer. Fund Availability Guaranties		24
Conditions for effectiveness and consummation of the Offer		25
Antimonopoly and Antitrust Laws		27
(III) Formal Elements of the Offer		27
Commencement Date of the Offer. Acceptance Term		27
Acceptance of the Offer		27
Procedure for Acceptance of the Offer		27
Form of Acceptance		31
Other Formal Requirements		33
Defects in the Acceptance of the Offer. Breach, Falsehood or Inaccuracy of Shareholder’s Representations		33
Maintenance of the Shares to be Transferred and Distributions in Custody		34
Withdrawal Rights of Accepting Shareholders		34
Fulfillment of Conditions. Waiver. Consummation Date		35
Settlement of the Offer. Payment Date		36
Expenses and Taxes		37
Limitations on Actions Available to the Shareholders		37
(II) Additional Information		38
Tax Regulations		38
Intentions of PEISA in respect of its interest in YPF. Plans and Proposals		40


	Page

Required Authorizations		41
Miscellaneous		41
Timeframe of the Decision-Making Process for the Offer		41
Recommendation of the Board of Directors of YPF		42
Arbitration		42
Directors and Executive Officers of PEISA		43
EXHIBIT I — FINANCING AGREEMENTS
(A) CREDIT AGREEMENT
(B) GUARANTOR AGREEMENT
EXHIBIT II — AUDITOR’S REPORT AND CONDENSED INTERIM FINANCIAL STATEMENTS OF PEISA
EXHIBIT III — OPINION ON THE REASONABLENESS OF THE PRICE PROPOSED IN THE OFFER.
TECHNICAL RECOMMENDATION OF THE BOARD OF DIRECTORS OF YPF
EXHIBIT IV — FORMS
(A) FORM OF ACCEPTANCE
(B) FORM OF WITHDRAWAL

Glossary

The following captioned terms shall have the meanings established in this Prospectus:

“Share” means each common book-entry Class A, Class B, Class C and Class D share in YPF S. A. with a par value of Pesos ten ($10) and one vote per share.

“Purchased Shares” means the YPF shares (i) which are deposited in the Shares to be Transferred Account on the Consummation Date of the Offer and (ii) in respect of which the Offer has been accepted by means of an Acceptance Through MERVAL the acceptance of which has not been withdrawn before the Consummation Date as provided in Item 5 “Withdrawal Rights of Accepting Shareholders” in Section “Formal Elements of the Offer”.

“Shares to be Transferred” means the Shares deposited by the Shareholders accepting the Offer in the Shares to be Transferred Account as provided in Item 2 “Acceptance of the Offer” and in Item 4 “Maintenance of the Shares to be Transferred and Distributions in Custody” in Section “Formal Elements of the Offer”.

“Withdrawn Shares” means those Shares to be Transferred which were removed from sale under the Offer by the Accepting Shareholder that has withdrawn its acceptance of the Offer as provided in Item 5 “Withdrawal Rights of Accepting Shareholders” in Section “Formal Elements of the Offer”.

“Accepting Shareholder” means the Shareholder that has accepted the Offer and all its terms and conditions (including the Conditions) by appropriately completing the procedure described in Item 2 “Acceptance of the Offer” in Section “Formal Elements of the Offer.”

“Shareholders” means all the holders of common book-entry Class A, Class B, Class C and Class D shares in YPF S.A. with a par value of Pesos ten ($10) and one vote per share.

“Acceptance Through MERVAL” means the acceptance of the Offer and tender of the Shares through the stock exchange system subject to and in compliance with the provisions of Item 2.1 “Procedure for Acceptance of the Offer”, paragraph (4) “Shareholders of YPF Accepting the Offer Through MERVAL” in Section “Formal Elements of the Offer”, applicable regulations and the provisions to be laid down for such purpose by MERVAL.

“Acceptance” collectively means all the documents filed and the acts carried out by each Shareholder for the purpose of tendering its Shares under the Offer and accepting the Offer.

“Shareholders’ Agreement” means the agreement dated February 21, 2008 entered into by and between PESA and the Repsol YPF Group for the purpose of governing the relationships of the Repsol YPF Group and PESA as shareholders of YPF and whereby the Repsol YPF Group gave PESA an active involvement in YPF’s management body.

“PESA Financing Agreement” means the loan agreement in the amount of US$1,026,000,000 dated February 21, 2008 entered into by and among PESA and Credit Suisse International, Goldman Sachs International Bank, BNP Paribas, Banco Itaú Europa S.A. — Offshore Financial Branch-, Credit Suisse, London Branch and HSBC BANK for financing part of the sales price of the Purchase by PESA.

“Repsol Financing Agreement” means the loan agreement in the amount of US$1,015,000,000 dated February 21, 2008 entered into by and among Repsol YPF, S.A., Petersen Energía, S.A. and The Bank of New York for financing part of the sales price of the Purchase by PESA.

“Financing Agreements” collectively means the Credit Agreement, PESA Financing Agreement and Repsol Financing Agreement.

“Offer Purchase” means the purchase by PEISA of the Purchased Shares under the Offer and the Shares and ADSs purchased under the U.S. Offer.

“Option Purchase” means the purchase by PEISA of the YPF shares and/or ADSs representing 0.1% of the capital stock of YPF, purchased through the exercise by PEISA, as assignee, of the First Option.

“Purchase by PEISA” collectively means the Option Purchase and the Offer Purchase.

“Purchase by PESA” means the purchase by PESA of 58,603,606 ADSs representing 58,603,606 Class D shares in YPF representing 14.9% of the capital stock of YPF from Repsol YPF.

“ADSs” means the American Depositary Shares issued by The Bank of New York representing each an outstanding Class D share in YPF.

“AFIP” means Administración Federal de Ingresos Públicos (Federal Administration of Public Revenue).

“Offer Agent” means Banco de Valores S.A., domiciled at Sarmiento 310, City of Buenos Aires, Argentina.

“BASE” means the Buenos Aires Stock Exchange.

“BONY” means The Bank of New York Mellon.

“Caja de Valores” means Caja de Valores S.A., domiciled at 25 de Mayo 362, Ground Floor, City of Buenos Aires, Argentina.

“Capital Stock” means the capital stock of YPF S.A. amounting to $3,933,127,930 represented by 393,312,793 common book-entry shares with a par value of Pesos ten and one vote per share.

“SPA” means the stock purchase agreement dated February 21, 2008 entered into by and among PESA and Repsol YPF, Repsol Exploración, S.A., Caveant S.A., and Repsol YPF Capital, S.L., for the purchase from Repsol YPF by PESA of 58,603,606 common shares in YPF with a par value of Pesos ten and one vote per share.

“Shareholder’s Ownership Certificate” means evidence of ownership of YPF Shares issued by Caja de Valores.

“Transfer Certificate” means the certificate issued by Caja de Valores evidencing the transfer of the Shares by the Shareholding accepting the Offer from such Shareholder’s cuenta comitente (securities account) to the Shares to be Transferred Account opened by the Offer Agent in Caja de Valores.

“CNDC” means (i) the Argentine Antitrust Commission and the Argentine Secretariat of Domestic Trade or the Secretariat of Industry, Commerce and Mining or (ii) the Argentine Antitrust Court, if such Court has been established, or (iii) the public agency or entity that may replace them in accordance with Argentine laws.

“CNV” means the Argentine Securities and Exchange Commission.

“Conditions” means the conditions to which the Offer, its effectiveness, consummation and settlement are subject as provided in Item 5 “Conditions for the Effectiveness and Consummation of the Offer” in Section “Objective Elements of the Offer”.

“Financing Conditions” means the Credit conditions mentioned in Item 4 “Financing of the Offer. Funds Availability Guaranty” in Section “Objective Elements of the Offer”.

“Account Certificate” means the certificate issued by Caja de Valores evidencing title to the Shares Purchased by PEISA.

“Consideration” means the purchase price in the amount of US$49.45 (forty-nine United States dollars and forty-five cents) per Share offered by PEISA under the Offer payable in Pesos at the asked rate published by the Banco de la Nación Argentina which is current at the close of business on the 6^th (sixth) trading day immediately preceding the Payment Date.

“Credit Agreement” means the credit agreement dated June 6, 2008 entered into by and among PEISA, Santander and Repsol YPF as guarantor.

“Deposit Agreement” means the agreement dated July 1, 1993 entered into by and between BONY and YPF to regulate the issue of ADSs.

“Guarantor Agreement” means the guarantor agreement dated June 6, 2008 entered into by and among Repsol YPF, PEISA and Santander, whereby Repsol YPF undertook to guarantee to Santander, on a joint and several basis and at first demand, PEISA’s payment obligations under the Credit Agreement.

“First Purchase Option Agreement” means the option agreement dated February 21, 2008 for YPF shares representing 0.1% of the capital stock of YPF entered into by and between the Repsol YPF Group and the Eskenazi Family.

“Second Purchase Option Agreement” means the option agreement dated February 21, 2008 for YPF shares representing 10% of the capital stock of YPF entered into by and between the Repsol YPF Group and the Eskenazi Family.

“Credit” means the commercial credit in the maximum amount of US$198,500,000 (United States dollars one hundred and ninety-eight million, five hundred thousand) granted by Santander to PEISA under the Credit Agreement.

“Shares to be Transferred Account” means the Offer account (Depository No. 1336, named “BANCO DE VALORES SA — COLOCACION”, Comitente No. 9, named “BCO DE VALORES SA AGTE OPA YPF”) opened by the Offer Agent in Caja de Valores.

“Custodian” means the banks, financial companies or institutions, brokers, brokerage houses, over-the-counter or other agents registered as depositories of YPF Shares, including the Offer Agent, in Caja de Valores.

“Shareholder’s Representations” means the representations made by the person signing the Form of Acceptance, either by itself as Shareholder and/or on behalf of other Shareholders, listed in clauses (a) to (n) of Item 2.2: “Form of Acceptance” in Section “Formal Elements of the Offer”.

“Drawdown” means each request for remittances of funds PEISA may make under the Credit.

“Distributions” has the meaning established in Item 4 “Maintenance of the Shares to be Transferred and Distributions in Custody” in Section “Formal Elements of the Offer”.

“Included Distributions” means the Distributions on the Shares tendered under the Offer by any Shareholder, as paid by YPF between the Commencement Date and the date of acceptance of the Offer by such Shareholder.

“Offer Documents” collectively means the Prospectus, the Form of Acceptance, the Form of Withdrawal, the Transfer Certificate and other documents related to the Offer attached to the Prospectus.

“Dollars” or “US$” means the legal tender of the United States of America.

“Issuer” means YPF S.A.

“By-laws” means the By-laws of YPF S.A.

“United States” means the United States of America

“Assessor” means Río Bravo, a specialized independent assessor engaged by PEISA to assess the Consideration.

“Eskenazi Family” means Messrs. Enrique Eskenazi, Sebastián Eskenazi, Matías Eskenazi Storey and Ezequiel Eskenazi Storey.

“Offer Authorization Date” means September 4, 2008, date on which the Offer was authorized by the CNV.

“Expiration Date” means 3:00 p.m. on October 20, 2008, i.e., the last day of the Additional Acceptance Term.

“Commencement Date” means 10:00 a.m. on September 11, 2008.

“Payment Date” means the 5^th (fifth) trading day following the Consummation Date.

“Consummation Date” means the publication date of the notice informing that the Conditions have been fulfilled and/or waived and that the Purchase of the Shares under the Offer has become final, as provided in Item 6 “Fulfillment of Conditions. Waiver. Consummation Date” in Section “Formal Elements of the Offer”.

“Credit Intended Use” means the intended use of the Credit to finance (i) the purchase by PEISA from the Repsol YPF Group of a certain number of shares or ADSs in YPF representing 0.1% of the capital stock of YPF,

pursuant to the terms of the First Purchase Option Agreement, (ii) the purchase of the YPF shares by PEISA under the Offers and (iii) the costs, expenses, exchange differences and taxes arising from such transactions.

“Form 20-F” means the form YPF shall file with the SEC on an annual basis, pursuant to U.S. securities regulations. The last statement was made by YPF on April 16, 2008 and implies an updating of information as of December 31, 2007.

“Form of Acceptance” means the form attached hereto as Exhibit IV. (A).

“Form of Withdrawal” means the form attached hereto as Exhibit IV. (B).

“Petersen Group” means the group of companies directly or indirectly controlled by the Eskenazi Family.

“Repsol YPF Group” collectively means (i) Repsol YPF, (ii) Repsol Exploración S.A, (iii) Caveant S.A. and (iv) Repsol YPF Capital, S.L.

“AL” means Antitrust Law No. 25,156.

“ITL” means Income Tax Law.

“Restraining Legal Measure” means any rule, measure, judgment, award, order or resolution issued by courts or authorities having competent jurisdiction denying the requested authorizations, either in Argentina or abroad, that precludes, prohibit, conditions or limits the Offers or the Transaction.

“MERVAL” means Mercado de Valores de Buenos Aires S.A.

“CNV Rules” means the rules issued by the Comisión Nacional de Valores, as restated in 2001, approved by General Resolution 368/01, as updated and/or amended from time to time by the CNV until the date of this Prospectus.

“NYSE” means the New York Stock Exchange

“Offeror” means PEISA.

“Offer” means this voluntary public tender offer for the Shares

“U.S. Offer” means the voluntary public tender offer for the Shares held by Shareholders that are U.S. residents (for the purpose of the Securities Act of 1933) and for ADSs (irrespective of their holders’ nationality) launched by PEISA and Messrs. Enrique Eskenazi, Sebastián Eskenazi, Matías Eskenazi Storey and Ezequiel Eskenazi Storey, simultaneously and concurrently with this Offer.

“Offers” means collectively the Offer and the U.S. Offer.

“Transaction” means the Purchase by PESA, the granting and exercise of the Options and the purchase of the Shares thereunder, the launching of the Offer and the Offer Purchase.

“Options” collectively means the First Option and the Second Option.

“PEISA” means Petersen Energía Inversora, S.A., a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain, domiciled at Velázquez 9, 1st Floor, Madrid, Spain, registered with the Public Registry of Commerce of the City of Buenos Aires, pursuant to Section 123 of Law No. 19,550 on May 16, 2008 under Number 610, Book 58, Volume B of Foreign By-laws.

“PESA” means Petersen Energía, S.A., a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain, domiciled at Velázquez 9, 1st Floor, Madrid, Spain.

“Pesos” or “$” means Argentine currency.

“Additional Acceptance Term” means the period commencing at 3:00 p.m. on October 9, 2008, and ending at 3:00 p.m. on October 20, 2008.

“Acceptance Term” means the period between the Commencement Date and the Expiration Date.

“General Acceptance Term” means the period commencing on the Commencement Date and ending at 3:00 p.m. on October 20, 2008.

“First Option” means the option to purchase YPF shares representing 0.1% of the capital stock of YPF granted by the Repsol YPF Group to the Eskenazi Family in the First Purchase Option Agreement.

“Prospectus” means this prospectus as amended and supplemented.

“YPF Stock Ledger” means the record of holders of YPF Shares kept by Caja de Valores.

“Repsol YPF” means Repsol YPF, S.A.

“SEC” means the United States Securities and Exchange Commission.

“Santander” means Banco Santander, S.A., a company organized under the laws of the Kingdom of Spain, domiciled at Paseo Pereda 9-12, Santander, Cantabria, C.I.F. A-39000013.

“Second Option” means the option to purchase YPF shares representing 10% of the capital stock of YPF granted by the Repsol YPF Group to the Eskenazi Family in the Second Purchase Option Agreement.

“Holding” means Petersen Energía Inversora Holding GmbH, a company organized under the laws of Austria.

“Convertible Securities” means securities convertible into Shares.

“YPF” means YPF S.A., a corporation (sociedad anónima) organized under the laws of Argentina (Decree No. 2778 dated 12.31.1990) registered with the Public Registry of Commerce on February 5, 1991 under No. 404, Book 108, Volume A of Corporations.

INTRODUCTION

Background.

The Offer.

Subject to the Conditions, PEISA irrevocably undertakes to purchase at the price and in the terms and conditions of this Offer as established in this Prospectus and the other Offer Documents, all the Shares (as defined below) from the Shareholders accepting the Offer and tendering such Shares as provided in this Prospectus and in the other Offer Documents during the Acceptance Term and in respect of which such Shareholders shall have not withdrawn their acceptance of the Offer as established in Item 5 “Withdrawal Rights of Accepting Shareholders” in Section “Formal Elements of the Offer”.

The Shares.

The capital stock of YPF S.A. (“YPF”) is represented by all its common book-entry shares with a par value of ten Pesos ($10) and one vote per share, which are divided into four classes: Class A, Class B, Class C and Class D (the “Shares”). The Shares are registered in YPF Stock Ledger kept by Caja de Valores.

According to YPF’s public information available, as of December 31, 2007, the capital stock of YPF was divided into 393,312,793 Shares as follows: (i) 3,764 Class A shares, (ii) 7,624 Class B shares, (iii) 105,736 Class C shares and (iv) 393,195,669 Class D shares, of which 224,650,997 Class D Shares were represented by American Depositary Shares (“ADSs”) issued by The Bank of New York Mellon (“BONY”).

The Offer is made simultaneously with the U.S. Offer

For the purpose of making the Offer to all the holders of the Shares (the “Shareholders”), as required by the By-laws of YPF (the “By-laws”), and in view of the fact that the ADSs are listed on the New York Stock Exchange (“NYSE”) in the United States of America (“United States”) and therefore, the ADSs are subject to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), the general public is hereby informed that simultaneously and in conjunction with this Offer made in Argentina, PEISA shall launch a public tender offer for the Shares and ADSs in the United States (the “U.S. Offer”) intended to purchase (1) all the Shares held by Shareholders that are U.S. residents and (2) all outstanding ADSs, whichever their holders are.

The terms of the Offer and of the U.S. Offer (the “Offers”) shall be substantially similar and shall only differ as to the payment currency (which shall be Dollars in the U.S. Offer), the payment date (which shall be the third trading day following the Consummation Date in the U.S. Offer) and in all such other respects in which such different treatment is required by law and common practices in the pertinent domestic market. The general public is informed that there are no material advantages or disadvantages between the two Offers. The launching of the two Offers in different markets but “simultaneously and with substantially similar characteristics” is due to the fact that the same as Argentine laws, U.S. laws require that public tender offers for negotiable securities to be made in the domestic market also comply with domestic rules.

The price to be paid under the U.S. Offer shall be equal to the Consideration as defined in Item 3 “Consideration. Payment” in Section “Objective Elements of the Offer” to be paid under the Offer.

This Prospectus only refers to the Share Offer launched in Argentina.

THE OFFER

Terms and Conditions of the Offer

SUBJECTIVE ELEMENTS OF THE OFFER


a)	*Name and registered office of the company concerned*

The company concerned, i.e., the issuer of the Shares to be purchased under this Offer, is called YPF Sociedad Anónima. YPF is a corporation (sociedad anónima) organized under the laws of Argentina pursuant to Decree No. 2778 dated 12.31.1990, registered in the Public Register of Commerce on 02.05.1991 under No. 404, Book 108, Volume A of Corporations. YPF’s registered office is located at Avenida Pte. R. Sáenz Peña 777, (1364) City of Buenos Aires, Argentina.


b)	*Name, registered office and corporate purpose of Offeror.*

The Offeror is PETERSEN ENERGIA INVERSORA, S.A., a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain, registered pursuant to Section 123 of Law No. 19,550 in the Public Register of Commerce under No. 610, Book 58, Volume B of Foreign Bylaws, on May 16, 2008.

PEISA’s registered office is located at Velazquez 9, 1st floor, Madrid, Spain.

PEISA’s corporate purpose is to engage in investment, management and administration activities involving securities, notes, bonds and/or shares listed or not on stock exchanges and/or securities markets, representing funds of entities residing or not in Spain, through the pertinent organization of material and human resources.


c)	*Entities belonging to the same group as Offeror. Structure of the group and identity of Offeror’s controlling shareholders.*

PEISA is a direct wholly-owned subsidiary of PETERSEN ENERGIA INVERSORA HOLDING G.m.b.H., a company organized under the laws of Austria (the “Holding”). The Holding is in turn fully controlled by Enrique and Sebastián Eskenazi and Matías and Ezequiel Eskenazi Storey (the “Eskenazi Family”), in the following proportions: Enrique Eskenazi, 23%, Sebastián Eskenazi, 38%, Matías Eskenazi Storey, 38% and Ezequiel Eskenazi Storey, 1%.

In turn, the Eskenazi family controls, directly or indirectly, the following companies which, together with PEISA form the “Petersen Group”:


		Shareholder and
		Capital Stock
Name	Line of Business	Percentage

Petersen, Thiele & Cruz S.A. (Argentina)	Construction of Public and Private Works and Civil Engineering	Shareholders: Enrique Eskenazi (97.87)%
Mantenimientos y Servicios S.A. (Argentina)	Real Property Maintenance	Shareholder: Petersen, Thiele & Cruz S.A. (55%) and Enrique Eskenazi (45)%
Santa Sylvia S.A. (Argentina)	Agroindustry (Wines and Vegetable Oils).	Shareholders: Petersen, Thiele & Cruz S.A.
		(99.9315%), Enrique Eskenazi
		(0.0171%), Sebastián Eskenazi
		(0.0171%), Marviol S.R.L.
		(0.0171%) and Estacionamientos Buenos Aires S.A. (0.0171)%
Estacionamientos Buenos Aires S.A. (Argentina)	Parking Lots	Shareholders: Enrique Eskenazi (90%) and Matías Eskenazi Storey (10)%
Petersen Inversiones S.A. (Argentina)	Finance — Investment	Shareholders: Enrique Eskenazi (45.31%), Sebastián Eskenazi (33.70%) and Matías Eskenazi Storey (19.90)%


		Shareholder and
		Capital Stock
Name	Line of Business	Percentage

Administradora San Juan S.R.L. (Argentina)	Finance (Credit Cards)	Shareholder: Enrique Eskenazi (87)%
Marviol S.R.L. (Argentina)	Air Transportation Services	Shareholders: Sebastián Eskenazi (95%) and Enrique Eskenazi (5)%
Banco de San Juan S.A. (Argentina)	Retail or Commercial Banking	Shareholder: Petersen Inversiones SA (51.3639)%
Banco de Santa Cruz S.A. (Argentina)	Retail or Commercial Banking	Shareholder: Banco de San Juan S.A. (51)%
Nuevo Banco de Santa Fe S.A. (Argentina)	Retail or Commercial Banking	Shareholder: Banco de San Juan S.A. (93.3920)%
Nuevo Banco de Entre Ríos S.A. (Argentina)	Retail or Commercial Banking	Shareholder: Nuevo Banco de Santa Fe S.A. (64.42)%
Napelgrind S.A. (Argentina)	Investments and Real Property	Shareholder: Enrique Eskenazi (95)%
Comercial Latino S.A. (Argentina)	Finance	Shareholder: Matías Eskenazi Storey (62.75)%
Agro Franca S.A. (Argentina)	Agriculture	Shareholder: Petersen Thiele y Cruz S.A. (95%) and Santa Sylvia S.A. (5)%
Arroyo Lindo S.A. (Argentina)	Mixed Farming	Shareholders: Sebastián Eskenazi (90%) and Matías Eskenazi Storey (10%)
PETERSEN ENERGIA S.A. (Argentina)	Investments	Shareholders: Sebastián Eskenazi (66.67%) and Petersen. Thiele & Cruz (33.33)%
Inwell S.A. (Argentina)	Exploration and Exploitation of Oil Fields and Services related to the Oil and Gas Industry	Shareholders: Petersen Energía S.A. (Argentina) (95%) and Banco de Santa Cruz SA. (5)%
Los Boulevares S.A. (Argentina)	Mixed Farming	Shareholders: Ezequiel Eskenazi Storey (99.5%) and Matías Eskenazi Storey (0.5)%
PETERSEN ENERGIA PTY LTD. (Australia)	Investments	Shareholders: Enrique Eskenazi (23%); Sebastián Eskenazi (38%); Matías Eskenazi Storey (38%); and Ezequiel Eskenazi Storey(1%).
PETERSEN ENERGIA, S.A. (Spain)	Investments	Shareholder: Petersen Energía PTY Ltd. (100)%
PETERSEN ENERGIA INVERSORA HOLDING G.m.b.H. (Austria)	Investments	Shareholders: Enrique Eskenazi (23%); Sebastián Eskenazi (38%); Matías Eskenazi Storey (38%); and Ezequiel Eskenazi Storey (1%).
PETERSEN ENERGIA INVERSORA, S.A. (Spain)	Investments	Shareholder: Petersen Energía Inversora Holding G.m.b.H. (100)%
RED LINK S.A.	Finance	Nuevo Banco de Santa Fe S.A. (5.75)%
NOVEMBER S.A.	Aeronautical business	Matias Eskenazi Storey (95%) and Sebastián Eskenazi (5%)


d)	*Responsibility for the Prospectus*

The authenticity of the accounting, financial and economic information as well as of any other information disclosed herein is the sole responsibility of PEISA, except for such information about YPF and other information

given herein which were obtained from public sources and in respect of which PEISA does not make any assertion, representation or warranty.

Intermediary Entities and Agents.

The following intermediaries participate in this Offer:

Offer Agent: Banco de Valores S.A. (with registered office located at Sarmiento 310, City of Buenos Aires, Argentina). It is put on record that the Offers should be filed at the Offer Agent’s offices located at 25 de Mayo 311, 2nd basement, City of Buenos Aires.

Intermediary: Cozzani — Guterman Sociedad de Bolsa S.A., domiciled at San Martín 439, 11th Floor, City of Buenos Aires.


e)	*Negotiable securities in the company concerned held by Offeror or its group*

PEISA, as assignee of the rights and obligations of the Eskenazi Family under the first purchase option agreement dated February 21, 2008 for the shares representing 0.1% of the capital stock of YPF entered into by and among Repsol YPF, S.A. (“Repsol YPF”), Repsol Exploración S.A., Caveant S.A. and Repsol YPF Capital, S.L. (collectively, the “Repsol YPF Group”), and the Eskenazi Family (the “First Purchase Option Agreement”), exercised on May 20, 2008 the purchase option on the Shares representing 0.1% of the capital stock of YPF (the “First Option”). Title to the Shares purchased under the First Option shall not be transferred to PEISA and the price thereof shall not be paid to the Repsol Group until PEISA shall have completed the Offer procedure established in this Prospectus and settled the Offer and paid the Consideration for the Purchased Shares to the Accepting Shareholders who have not withdrawn their acceptance of the Offer in accordance with the provisions of Item 5 “Withdrawal Rights of Accepting Shareholders” in Section “Formal Elements of the Offer.”

In addition, Petersen Energía, S.A. (“PESA”), a company organized under the laws of the Kingdom of Spain and a direct wholly-owned subsidiary of Petersen Energía PTY LTD, a company organized under the laws of Australia, which ultimately belongs to the Eskenazi Family, is the holder of 58,603,606 ADSs in YPF (representing 58,603,606 Class D Shares in YPF) representing 14.9% of the aggregate outstanding capital stock of YPF. In turn, the Eskenazi Family are the holder of a purchase option on the shares representing 10% of the outstanding capital stock of YPF (hereinafter, the “Second Option” and, together with the First Option, the “Options”) pursuant to a second purchase option agreement dated February 21, 2008 for the Shares representing 10% of the capital stock of YPF entered into by and between the Repsol YPF Group and the Eskenazi Family (the “Second Purchase Option Agreement”).


f)	*Agreements entered into by and among the companies forming the Petersen Group and Repsol YPF and its subsidiaries, including YPF.*

PEISA and the other companies of the Petersen Group have not entered into any agreements with the current members of YPF’ management body nor have they assigned special advantages to them.

Pursuant to the shareholders’ agreement dated February 21, 2008 entered into by and between PESA and the Repsol YPF Group (the “Shareholders’ Agreement”), as specified below, PESA has the right nominate a certain number of regular and alternate directors of YPF.

The most relevant agreements entered into by and among the companies forming the Petersen Group and the Repsol YPF Group and YPF which are currently in force and effect are described below:


1.	YPF stock purchase agreement

On February 21, 2008, PESA purchased 58,603,606 ADSs in YPF (representing 58,603,606 Class D Shares in YPF) representing 14.9% of the aggregate outstanding capital stock of YPF (“Purchase by PESA”) at US$38.13758 per Share under the terms and conditions established in the stock purchase agreement entered into by and between the Repsol YPF Group and PESA (“SPA”).

The Purchase by PESA is subject to the following conditions subsequent: (i) failure to obtain within 12 months as from the date of the SPA the authorization of the purchase from the CNDC (be it as an express authorization by the CNDC or as a written acknowledgement issued by the Argentine Secretariat of Domestic Trade or such agency that may replace same in the future as the highest authority having jurisdiction over antitrust matters in Argentina, stating that an implied authorization has been given); or (ii) the refusal of such authorization; or (iii) the imposition by the CNDC of conditions or obligations which may have a material adverse effect on any of the parties to the SPA or on YPF. If any of conditions subsequent takes place, the SPA shall be automatically terminated and the parties thereto shall fully return to each other all considerations received.


2.	Shareholders’ Agreement

On February 21, 2008, PESA and the Repsol YPF Group entered into a Shareholders’ Agreement whereby the Repsol YPF Group gave PESA an active involvement in YPF’s management body which includes the right to appoint a certain number of directors and managers of YPF and gives PESA certain rights in its capacity as a minority shareholder.

The Shareholders’ Agreement entitles PESA to nominate five (5) regular directors and five (5) alternate directors of YPF among whom one (1) regular director and (1) alternate director shall meet the requirements to be considered independent directors. In the event the Eskenazi Family fail to exercise (directly or through an assignee) the Second Option and in addition, PESA reduces its interest in YPF (taking into account, for the purpose of calculating such interest, the interests of the other companies directly or indirectly controlled by the Eskenazi Family) up to a 10% by reason of certain sales of shares permitted under the Shareholders’ Agreement, the number of directors of PESA in the Board of Directors of YPF shall be reduced to three (3) regular director and three (3) alternate directors.

The Shareholders’ Agreement entitles PESA to appoint the Chief Executive Officer (CEO) of YPF. The managers of the main business and corporate areas and other key staff shall be appointed and removed by the CEO and the COO (Chief Operating Officer) of YPF acting jointly and by mutual agreement.

At the Shareholders’ Meeting of YPF dated March 7, 2008, sections 11 paragraph a), 18, 19 and 20 paragraphs a) and b) of YPF By-laws were amended. Following such amendment, the direction and administration of the Company was vested in a board of directors composed of eleven (11) to twenty-one (21) regular directors who shall hold office for one (1) to three (3) fiscal years, as determined by the Shareholders’ Meeting, and may be indefinitely reelected. Such meeting appointed Antonio Brufau as Chairman and Enrique Eskenazi as Vice Chairman, Sebastián Eskenazi as Executive Vice President and CEO and Antonio Gomis Saez as Assistant CEO — COO. The Regular Directors appointed were: Aníbal Guillermo Belloni, Mario Blejer, Carlos Bruno, Santiago Carnero, Carlos de la Venga, Matías Eskenazi Storey, Eduardo Elsztain, Salvador Front Estrany, Javier Monzón, Federico Mañero, Fernando Ramírez, Luis Suárez de Lezo and Mario Vázquez. The Alternate Directors appointed were: Alejandro Diego Quiroga López, Gonzalo López Banjul, Alfredo Pochintesta, Rafael López Revuelta, Tomás García Blanco, Fabián Falco, Walter G. Forwood, Fernando Dasso, Carlos Jiménez, Carlos Alfonsi, Ezequiel Eskenazi Storey, Mauro Renato José Dacomo, Ignacio Cruz Moran and Eduardo Angel Garrote.

The Shareholders’ Agreement provides that certain decisions may not be taken without the favorable vote of PESA and Repsol YPF such as: YPF capital increases and/or reimbursements in a nominal amount, in the aggregate, higher than Pesos two hundred and fifty million ($250,000,000), capital reductions, except for those required by law, merger, spin off, conversion, dissolution (except if required by law) of YPF or certain subsidiaries of YPF, spin off of YPF or any of its Material Subsidiaries, the issue or granting of options, preemptive rights, convertible bonds, warrants or other rights or securities convertible into shares or bonds given in exchange for redeemed shares (bonos de goce) or any interest, change of corporate or tax domicile outside Argentina, amendment to the By-laws, suspension of preemptive rights on shares and/or convertible bonds, appointment or removal of external auditors and delisting from the Buenos Aires Stock Exchange and/or the New York Stock Exchange listing and/or withdrawal from a tender offer involving its shares and the assignment or sale of a block of substantial assets and/or liabilities of YPF or any Material Subsidiary. Likewise, there are certain issues that require the favorable vote of the directors nominated by PESA and Repsol YPF, such as: the contracting of indebtedness, including the issue of corporate bonds and/or notes, the furnishing of guarantees or the making of investments which (a) contractually

limit the payment of dividends and (b) cause the consolidated debt/consolidated EBITDA ratio, calculated on a quarterly basis, to reach or exceed 3 to 1, the execution, termination of or amendment to agreements between YPF and a shareholder or its affiliates, the making of certain investments not provided for in the budget, the assignment or transfer of a line of business or substantial assets and/or liabilities, the filing of a petition for insolvency proceedings or in bankruptcy or the commencement of a debt restructuring out-of-court procedure and those agreements related to special issues to be dealt with at the meeting, among others.

The Shareholders’ Agreement provides for certain restrictions on the sale of the Shares and the maintenance of a certain interest percentage in YPF for the parties. Likewise, it provides for (i) a tag along right in favor of PESA once the loan taken under the PESA Financing Agreement has been repaid and in the sale by the Repsol YPF Group of equity interests over 5% of the corporate capital of YPF and (ii) a right of first offer of one party to buy from the other when the latter wishes to transfer Shares representing more than 10% of the corporate capital of YPF.

The Shareholders’ Agreement does not give or assign special rights to the members of the board of directors of YPF.

Finally, the Shareholders’ Agreement establishes that the parties (i) shall cause YPF to adopt and perform the necessary acts to allow a public tender offer permitting certain shares held by the Repsol YPF Group to be admitted to listing on regulated securities markets, (ii) shall enable YPF to evaluate and assess the potential purchase at market prices and conditions of certain business and assets of Repsol YPF in certain Latin American jurisdictions, and (iii) agree to distribute as dividend 90% of YPF’s profits to be paid in two installments per year.

See a copy of the Shareholders’ Agreement at the CNV webpage, Sección Emisoras: Repsol YPF, S.A., Información Financiera — Hechos Relevantes ID 4-91003-D (on page 45 of the file attached to the note) The Shareholders’ Agreement establishes PEISA’s obligation to adhere thereto upon transferring to PEISA the Shares purchased from the Repsol YPF Group through the exercise of the First Option.


3.	Options.

Simultaneously with the Purchase by PESA, on February 21, 2008 the Repsol YPF Group gave the Eskenazi Family two options to purchase from the Repsol YPF Group, at any time on or after February 21, 2008 and for a term of four (4) years, Class D Shares or ADSs representing, in the aggregate, up to 10.1% of the aggregate outstanding capital stock of YPF, by means of : (i) the First Purchase Option Agreement for the Shares in YPF representing 0.1% of the capital stock of YPF and (ii) the Second Purchase Option Agreement for the Shares in YPF representing 10% of the capital stock of YPF.

The First Option was assigned to PEISA with the consent of the Repsol YPF Group.

The Second Option may be assigned, upon prior written consent of the Repsol YPF Group, which consent may not be withheld in the following cases: (i) the Second Option is assigned to companies ultimately and wholly owned by the Eskenazi Family and/or any member of the Eskenazi Family, or (ii) the financial rights, but not the obligations, arising from the Second Purchase Option Agreement are assigned fully or partially to any person or entity to secure the fulfillment of financial obligations undertaken upon exercising the Options in respect of the Shares being purchased.

The exercise price of both Options is calculated based on the value of the Share in YPF resulting from the following formula:

(Total Value of YPF * Index) +/- Retained Earnings−Dividends +/- Capital Variances

Total number of shares (issued and outstanding Shares (fully diluted, as specified below))

where

Total Value of YPF means US$15,000,000,000 (United States dollar fifteen billion);

Index means the Consumer Price Index published on a monthly basis by the Bureau of Labor Statistics for the period between the date of execution of the Options and the date on which the Repsol YPF Group is notified of the intention to exercise same;

Dividends means dividends distributed by YPF in cash, kind, shares or any other distribution made by YPF between the execution date of the Purchase Option Agreements and the exercise date of the Options;

Capital Variances means the contributions made in cash or kind by members or third parties giving rise to a capital increase in YPF (to be added in the preceding formula) or payments made by YPF to its shareholders by reason of capital reductions (to be deducted in the preceding formula) taking place between the execution date of the Purchase Option Agreements and the exercise date of the Options, excluding any capitalization of profits, reserves, adjustments or any other capitalization giving rise to the issue of paid-up stock or which does not result in an actual contribution; and

Total number of Shares means the number of Shares on the exercise date of the Options (fully diluted, i.e., including as calculation basis in the total number of Shares, any option, non-capitalized contribution, right to receive shares in YPF or any security or debt convertible into shares as if such right or conversion had materialized).

The Options shall become automatically terminated and ineffective in the event the SPA is terminated as a consequence of the CNDC’s failure to authorize the Purchase by PESA as provided for in the SPA.

PEISA, as assignee of the rights and obligations of the Eskenazi Family under the First Option, exercised on May 20, 2008 the First Option. However, title to such Shares representing 0.1% of the capital stock of YPF purchased by virtue of the exercise of the First Option shall not be transferred to PEISA until PEISA has completed the Offer procedure established in this Prospectus and settles this Offer.

Repsol YPF, Repsol Exploración, S.A., Caveant, S.A. and Repsol YPF Capital, S.L., holders of shares representing 84.14% of the capital stock of YPF, have expressed their irrevocable commitment to refrain from tendering their Class D shares in YPF under this Offer. For these purposes, such companies have filed with the CNV, the SEC and the Comisión Nacional del Mercado de Valores (Argentine Securities and Exchange Commission) of Madrid, Spain, a formal statement informing of their commitment not to participate in the Offer, which is published on the internet at the CNV website: Sección Emisoras: Repsol YPF, S.A., Información Financiera — Hechos Relevantes ID 4-98368-D.


4.	Supplementary Agreement.

On February 21, 2008, Repsol YPF, the Eskenazi Family and Petersen Energia Pty. Ltd., a company organized under the laws of Australia, duly registered in the Australian Securities and Investment Commission under company number 128,147,419, tax identification number N-8001058 J, entered into an agreement whereby the parties thereto undertook to regulate certain specific cases in which Repsol YPF would purchase the shares from YPF’s direct shareholders, indirectly owned by the Eskenazi Family.

See this supplementary agreement at the CNV webpage, Sección Emisoras: Repsol YPF, S.A., Información Financiera-Hechos Relevantes ID 4-91003-D (on page 279 of the file attached to the note).


5.	PESA Financing Agreement and the Options

On February 21, 2008, PESA entered into a financing agreement (the “PESA Financing Agreement”) with international credit institutions including Credit Suisse International, Goldman Sachs International Bank, BNP Paribas and Banco Itaú Europa S.A., whereby PESA was given a loan in the amount of US$1,026,000,000 which PESA used to partially pay the price for the ADSs purchased under the SPA as well as transaction costs.

PESA Financing Agreement expires on May 15, 2012. Interest should be paid on a semi-annual basis, commencing on May 15, 2008. Principal should be paid on a semi-annual basis commencing on May 15, 2008. The annual interest rate is equal to the LIBO Rate on principal ranging from US$50 million to US$71.8 million — as defined in the loan agreement — plus a margin of 5.65% per year.

To secure fulfillment of the PESA Financing Agreement 48,770,787 ADSs purchased by PESA under the SPA were pledged.


6.	Repsol Financing Agreement.

On February 21, 2008, Repsol YPF and PESA entered into a loan agreement in the amount of US$1,015,000,000 (Dollars one billion fifteen million) which PESA used to partially pay the price for the ADSs purchased under the SPA (the “Repsol Financing Agreement”). This amount was increased by US$1,474,636, as established in the dividend right assignment agreement described in Item 8 below.

To secure fulfillment of the Repsol Financing Agreement, 9,832,819 ADSs purchased by PESA under the SPA were pledged, and the obligation to pledge the Shares released from the pledge under the PESA Financing Agreement was established.

The Repsol Financing Agreement expires on February 21, 2018. The applicable interest rate is 8.12% annually until May 15, 2013, inclusive and 7.0% annually thereafter. Interest accrues on an annual basis; however, interest shall be paid semi-annually only as from May 15, 2013. Payments of principal ranging from US$50 million to US$71.8 million shall be made semi-annually as from May 15, 2013. Repsol agreed to subordinate its rights against PESA arising from the Repsol Financing Agreement to the creditors’ rights arising from the PESA Financing Agreement.


7.	Registration Rights Agreement.

On February 21, 2008, Repsol YPF, YPF and PESA and certain financial institutions entered into a registration rights agreement with the SEC intended to facilitate the enforcement in the United States of the pledge on the ADSs. The terms of such agreement may be extended to the additional Shares or ADSs purchased by the Eskenazi Family under certain terms and conditions, including Shares or ADSs purchased under the Offers.


8.	Dividend Right Assignment Agreement

On February 21, 2008, PESA, Repsol YPF and YPF entered into a dividend right assignment agreement whereby PESA assigned Repsol YPF the right to receive the dividends to be distributed by YPF for the fiscal year ended December 31, 2006 which PESA should collect as holder of the YPF shares acquired by the Repsol Group under the SPA (which amounted to $630,547,801).

Pursuant to section 2.4 of the dividend right assignment agreement, if the amount received by YPF, according to the prevailing exchange rate, were lower than US$201,150,000, the difference should be added to the amount committed under the Repsol Financing Agreement. Similarly, if the amount received were higher than such Dollar amount, the difference should be deducted from the principal amount of the loan to be paid by PESA under such Repsol Financing Agreement. Considering that dividend was paid at a ratio of $10.76 per Share and the exchange rate applied was $3.158 per US$1, the Dollar amount received by Repsol YPF amounted to US$199,675,364. Consequently, the difference in the amount of US$1,474,636 in favor of Repsol increased the amount due under the Repsol Financing Agreement.


g)	*Activity and economic and financial condition of the Offeror and the group to which it belongs*

PEISA is an investment company engaged in investment, management and administration activities involving securities, notes, bonds and/or shares listed or not on stock exchanges and/or securities markets, representing funds of entities residing or not in Spain, through the pertinent organization of material and human resources.

PEISA was incorporated on March 26, 2008 and its fiscal year ends on December 31 of each year. To date, as the first fiscal year since the commencement of its activities has not ended, PEISA does not have yet year-end financial statements for which reason an Auditor’s Report and Condensed Interim Financial Statements are attached hereto as Exhibit II.

PEISA’s registered office is located at Velazquez 9, 1^st floor, Madrid, Spain and its telephone number is +34 915750008 (FISA CONSULTORES, SL, Attn. Luis Maria Morales).

Holding’s registered office is located at Teinfaltstrasse 8/4, 1010 Wien, Austria.

The companies of the “Petersen Group” to which PEISA belongs does not group together under the structure of a consolidated business group according to Argentine laws.

The Petersen Group is formed by a group of companies controlled by the Eskenazi Family which develop their activities in different lines of business, particularly the banking, financing, investment, construction, real estate and mixed farming businesses.


h)	*Certain information about the company concerned.*

The information concerning YPF contained herein constitutes public information and has been taken from or is based upon reports and other documents on file with the CNV and the SEC or otherwise publicly available.

Although PEISA does not have any information that would indicate that any statements contained herein based upon such reports and documents are incorrect, PEISA does not take any responsibility for the accuracy or completeness of the information contained in such reports and other documents or for any failure by YPF to disclose events that may have occurred and which, if occurred, may affect the significance or accuracy of any such information.

YPF is subject to the reporting requirements of the CNV and the BASE and in accordance therewith files reports and other information relating to its business, financial condition and other matters. Such reports, statements and other information (including the annual and quarterly financial statements of YPF) may be reviewed at the BASE at Sarmiento 299, City of Buenos Aires, Argentina, on business days from 10:00 a.m. to 6:00 p.m. (Technical Management Division) and on the Internet at www.bolsar.com.ar. They may also be reviewed at the CNV website: http://www.cnv.gov.ar.

OBJECTIVE ELEMENTS OF THE OFFER


1.	The Offer.

Pursuant to the terms and conditions and subject to the Conditions established in the Offer, PEISA irrevocably undertakes to purchase all the Shares held by the Shareholders accepting the Offer and tendering such Shares as provided in Item 2 “Acceptance of the Offer” in Section “Formal Elements of the Offer” during the Acceptance Term, always provided that the Shareholders have not withdrawn their acceptance of the Offer as provided in Item 5 “Withdrawal Right of Accepting Shareholders” in Section “Formal Elements of the Offer”, within the term established therein.


2.	Negotiable Securities included in the Offer.

The Offer includes all Class A, Class B, Class C and Class D Shares in YPF. The Shares shall be acquired together with all rights attaching thereto, including voting rights and the right to collect any Distributions (as defined in Item 4 “Maintenance of the Shares to be Transferred and Distributions in Custody” in Section “Formal Elements of the Offer” of this Prospectus), including those declared before the Commencement Date which, as of the such date, were unpaid and those declared on or after such Commencement Date.

According to YPF’s public information available, the capital stock of YPF as of December 31, 2007 was divided into 393,312,793 Shares of which: (i) 3,764 were Class A shares, (ii) 7,624 were Class B shares, (iii) 105,736 were Class C shares, and (iv) 393,195,669 were Class D shares. 224,650,997 Class D shares were represented by ADSs issued by BONY. The holders of ADSs in YPF that wish to tender them under the tender offer launched by PEISA shall do so under the U.S. Offer. This Offer does not include ADSs. For the purpose of tendering the Shares underlying the ADSs under this Offer, the holders of ADSs shall request from BONY that the Shares underlying their ADSs be returned as provided in the agreement entered into by and between BONY and YPF on July 1, 1993 governing the issuance of ADSs (the “Deposit Agreement”) and then, once such Shares are registered to their names, follow the Offer acceptance procedure described in Item 2 “Acceptance of the Offer” in Section “Formal Elements of the Offer”.

YPF By-laws make it mandatory to include in this Offer all the securities convertible into shares issued by YPF. According to YPF’s public information, as of the date of this Offer, there are no outstanding securities convertible into shares issued by YPF.


3.	Consideration. Payment

The consideration offered by PEISA amounts to US$49.45 (Dollars forty-nine and forty-five cents) per Share (the “Consideration”), payable in cash as provided in Item 7 “Settlement of the Offer. Payment Date” in Section “Formal Elements of the Offer” and within the terms stated therein.

The Offer is subject to the Conditions stated in Item 5 “Conditions for Effectiveness and Consummation of the Offer” in Section “Objective Elements of the Offer”

The By-laws require that the Offer establish the same consideration for each and every Share and that such consideration not be lower than the highest price per Share among the following:

(i) the highest price per Share or security paid by or on account of the Offeror in connection with any purchase of Class D Shares or securities convertible into Class D Shares within the two-year period immediately preceding May 20, 2008, date on which Offeror gave notice to YPF of the “Acquisition of Control”, as adjusted by reason of any share splitting, stock dividend, subclassification or reclassification affecting or relating to Class D shares, or

(ii) the highest closing price during the thirty (30)-day period immediately preceding the notice given to YPF mentioned in (i) above, for a Class D Share, as listed on the BASE, in each case as adjusted by reason of any share splitting, stock dividend, subclassification or reclassification affecting or relating to Class D shares, or

(iii) the price per Share equal to the market price per Class D Share determined as provided in (ii) above times the ratio between (a) the price indicated in (i) and (b) such market price per Class D Share on the date immediately preceding the first day of the two-year period in which the Offeror acquired any interest in or right to any Class D Share. In each case, the price shall be adjusted taking into account any subsequent share splitting, stock dividend, subclassification or reclassification affecting or relating to Class D shares, or

(iv) the net earnings of YPF per Class D Share during the four (4) most recent full fiscal quarters immediately preceding May 20, 2008, times the higher of the following ratios: the price/earnings ratio during such period for Class D Shares (if any) or the highest price/earnings ratio for YPF in the two-year period immediately preceding May 20, 2008. Such multiples shall be determined in accordance with standard calculation and reporting practices in the financial community.

On June 6, 2008, the specialized independent assessor Río Bravo (the “Assessor”) confirmed that the Consideration is not lower than the prices resulting from the cases enumerated in paragraphs (a), (b), (c) and (d) of Section 7, subsection (f) (v) of YPF By-laws. As a result, the Assessor made the following calculations for the analysis of the Consideration in the Offer on the basis of the pricing criteria set forth in the By-laws:

(a) The most significant transaction in the last few years was the acquisition of 14.9% of the shares in YPF by PESA on February 21, 2008 at a price of US$38.13758 per Share. The Consideration offered by PEISA in the Offer exceeds such price by more than 29% (twenty-nine percent).

(b) Equity value of the shares in Pesos:

Shareholders’ Equity as per Annual Balance Sheet ended on 12.31.06: $24.345MM

Shareholders’ Equity as per Annual Balance Sheet ended on 12.31.07: $26,060MM

Shareholders’ Equity as per Quarterly Balance Sheet ended on 03.31.08: $23.046MM

Number of shares: 393,312,793

Equity value per share:

Mar. 2008: $58.59/US$18.51 ($3.165/US$1) Dec. 2007: $66.25/US$20.99 ($3.155/US$1)

Dec. 2006: $61.89 / US$20.12 ($3.075/US$1)

b) Listing price of the shares on the market:

Market capitalization according to the BASE as of 06/06/08: $59.390MM

Share value on the BASE as of 06/05/08: $151 (US$48.70 per share/Exchange rate: $3.08/US$1 applicable as of this date)

Share value on the NYSE as of 06/05/08: US$47

BASE:

Between May 2007 and May 2008, it ranged from $130 to $150 per Share

Subsequently to PEISA’s offer, it reached $151 (US$48.70 per Share)

The value of the Public Tender Offer has not been reached in any of these periods.

NYSE:

Between May 2007 and June 2008, it ranged from US$33.80 to US$48.80 per Share

The value of the Public Tender Offer has not been reached in this market either.

Likewise, it informed that the Consideration is consistent with acceptable criteria for the fair price determination established in Decree 677/2001, section 32, stating as follows:

1. that the Consideration exceeds the Shares equity value as it arises from YPF’s financial statements as of December 31, 2007.

2. that the Consideration exceeds the average market value of the Share during the six-month period immediately preceding the date on which the announcement of the Offer was published.

Likewise, it was informed that the Assessor did not calculate the price by cash flow or YPF liquidating value.

The Consideration shall be paid on the Payment Date (as defined in Item 7 “Settlement of the Offer. Payment Date” in Section “Formal Elements of the Offer”) in Pesos, at the asked exchange rate published by the Banco de la Nación Argentina, current on the close of business on the six trading day immediately preceding the Payment Date and as provided in Item 7 “Settlement of the Offer. Payment Date” in Section “Formal Elements of the Offer” .

The price per Share or ADS offered in the U.S. Offer shall be equal to the Consideration and payable in Dollars.


4.	Financing of the Offer. Fund Availability Guaranties.

PEISA intends to pay for the Shares tendered by the Shareholders with funds obtained from bank financing, as explained below.

PEISA shall finance its purchase of the Shares tendered under the Offer and the ADSs tendered under the U.S. Offer (the “Offer Purchase”), with funds obtained by PEISA from a loan given by Banco Santander, S.A., a Spanish company, domiciled at Paseo Pereda, 9-12, 39004 Santander, Cantabria, C.I.F. A-39000013 (“Santander”). Santander has committed financing under such loan to pay for the Offer Purchase, the Shares and ADSs in YPF representing 0.1% of the capital stock of YPF, purchased through PEISA’s exercise, as assignee, of the First Option (the “Option Purchase”), and the costs, expenses, exchange differences and taxes arising from said transactions (the Offer Purchase and the Option Purchase, the “Credit Intended Use”).

For these purposes, on June 6, 2008, PEISA entered into a credit agreement with Santander and Repsol YPF as guarantor (the “Credit Agreement”), whereby Santander gave PEISA a commercial credit in a maximum amount of US$198,500,000 (Dollars one hundred and ninety-eight million, five hundred thousand) (the “Credit”). Likewise, Repsol YPF undertook to guarantee to Santander, on a joint and several basis and at first demand, PEISA’s payment obligations under the Credit Agreement , by virtue of a guarantor agreement dated June 6, 2008 entered into by and among Repsol YPF, PEISA and Santander (the “Guarantor Agreement”). In turn, PEISA undertook under the Guarantor Agreement to enter into a pledge agreement with Repsol as per the form attached to the Guarantor Agreement which is in turn attached to the Credit Agreement. The main terms and conditions of the Credit Agreement and the Guarantor Agreement are described in Exhibit I to this Prospectus.

PEISA may make one or several drawdowns under the Credit (each one , a “Drawdown”, as defined in the Credit Agreement attached hereto as Exhibit I) as from the Offer Authorization Date until the date on which six (6) months plus one day have elapsed since the commencement of the Offer Acceptance Term (the “Drawdown Period” as defined in the Credit Agreement attached hereto as Exhibit I) always provided that the following conditions (the “Financing Conditions”) are met both on the date of the request for the pertinent Drawdown as well as on the anticipated date of disbursement:

a) no Early Termination Event of the Credit Agreement (as defined in the Credit Agreement attached hereto as Exhibit I) shall have occurred nor shall any of such events take place as a consequence of the Drawdown; and

b) the Offer shall have been authorized by the CNV and the U.S. Offer shall not have been objected to by the SEC.

The Drawdown Period may not extend beyond January 15, 2009, date on which it shall be regarded as expired.

The Credit Agreement provides that the Credit shall be exclusively used to pay for the Credit Intended Use. PEISA represents that such funds shall be used, in the first place, to pay the Consideration for the Purchased Shares and, once such Consideration has been paid up, to pay the price for the Option Purchase.

According to the Credit Agreement, Drawdowns on the Credit intended to pay for the Purchased Shares (as provided in Item 6 “Fulfillment of Conditions. Waiver. Consummation Date” in Section “Formal Elements of the Offer”) under the Offer shall be accompanied by a certification issued by the Offer Agent (or, failing which, by the documents received from PEISA to that end specifying the amounts to be paid under the Offer Purchase), before or during the Offer settlement period stating the amount PEISA should pay the Accepting Shareholders for the Purchased Shares and such Drawdowns shall be disbursed by Santander.

Following PEISA’s irrevocable instructions, the Offer Agent shall assign the amounts of the Drawdowns transferred by Santander under the Credit Agreement to settle the Offer and pay the Consideration for the Purchased Shares as provided in Item 7 “Settlement of the Offer. Payment Date” in Section “Formal Elements of the Offer” and to defray such costs, expenses, exchange differences and taxes arising from such transaction.

The Credit Agreement contains representations and warranties and imposes on PEISA obligations which are customary in this kind of agreements.


5.	Conditions for Effectiveness and Consummation of the Offer.

The Offer is subject to the satisfaction, within the terms stated below, of the following conditions:

(a) The Offer was subject to the satisfaction of the following conditions prior to the commencement of the Acceptance Term:

(i) approval of the “Acquisition of Control” (as defined in YPF By-laws) and the Offer at a Special Meeting of Holders of Class A Shares of YPF, as provided in section 7, paragraphs (e)(i) and 7 (f)(ii) of YPF By-laws, and

(ii) authorization of the Offer by the CNV.

The Acceptance Term shall not commence until the conditions described in (a)(i) and (a)(ii) above have been fulfilled.

On June 2, 2008, the only Class A Shareholder of YPF approved the Acquisition of Control and the public tender offer for YPF shares, whose authorization was requested by PEISA.

The CNV authorized the Offer on September 4, 2008.

(b) The Offer, its effectiveness, consummation and settlement shall be subject to the fulfillment, by no later than January 15, 2009, of all of the following conditions on a jointly basis and to such Conditions remaining fulfilled until the Payment Date (the “Conditions”):

(i) the CNDC’s express authorization to the Purchase by PESA, without imposing any conditions or obligations on the parties thereto or on YPF;

(ii) the CNDC’s express or implied authorization to the grant of the Options to the Eskenazi Family, to the exercise of the First Option by PEISA, to the Option Purchase and to the Offer Purchase;

(iii) the absence of a notice from the CNDC denying the authorization of the Purchase by PESA, the Option Purchase or the Offer Purchase; and

(iv) the absence of rules, measures, judgments, awards, orders or resolutions issued by courts or authorities having competent jurisdiction denying the requested authorizations, either in Argentina or abroad, that preclude, prohibit, condition or limit the Offers or the Transaction (“Restraining Legal Measure”).

Except for the aforementioned Conditions and the maintenance of the authorizations and conditions mentioned in Item (a) above, the effectiveness and consummation of the Offer is not subject to any other conditions.

Failure to fulfill any of the Conditions within the stated term shall entitle PEISA to withdraw the Offer, rendering it ineffective and in such case, PEISA shall not be obliged to accept, purchase or pay for any of the Shares tendered under the Offer by the Shareholders. In this case, the Shares to be Transferred shall be returned to the Accepting Shareholders together with the Distributions deposited in the Shares to be Transferred Account and the payment of the Consideration or any compensation shall not be in order. The Offer Agent shall return the Shares to be Transferred and, if any, the Distributions thereon deposited in the Shares to be Transferred Account, to the accounts of the same Custodians and comitentes from which the Shares were transferred to the Shares to be Transferred Account.

If upon expiration of the Acceptance Term, the Conditions established in paragraphs (i) and (ii) of Item (b) above have not been fulfilled but the CNDC has not denied the authorization established in such paragraphs (i) and (ii), the settlement and payment of the Offer shall be automatically postponed until the CNDC grants such authorizations (in this case, the Offer Agent shall withhold in the Shares to be Transferred Account the Shares tendered by the Accepting Shareholders pursuant to the terms and conditions established in Item 4 “Maintenance of the Shares to be Transferred and Distributions in Custody” in Section “Formal Elements of the Offer”). This notwithstanding, PEISA may waive the Conditions established in items (b)(i) and (b)(ii) above and proceed with the settlement and payment of the Offer as established in Items 6: “Fulfillment of Conditions. Waiver. Consummation Date” and 7: “Settlement of the Offer. Payment Date” in Section “Formal Elements of the Offer”. Waiver of any of the conditions to which the U.S. Offer and/or the settlement and payment thereof is/are subject will not imply that PEISA shall be bound to waive the aforementioned Conditions or settle or pay the Offer. The Acceptance Term shall always expire on the Expiration Date, and the Shareholders may not accept the Offer or tender their Shares thereunder once such Acceptance Term has expired.

The termination of the effectiveness of the Offer shall be followed by a public announcement made in a newspaper of general circulation in Argentina.

PEISA’s failure to exercise at any time any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts or circumstances; and each such right shall be deemed an ongoing right which may be

asserted at any time and from time to time. Any determination by PEISA concerning the events described above will be final and binding on all parties.

The U.S. Offer shall be subject to the same Conditions to which the Offer is subject.


6.	Antimonopoly and Antitrust Laws

Since the Purchase by PESA and therefore, the exercise of the First Option and the Offer by PEISA fall within the scope of Sections 6 and 8 of Antitrust Law No. 25,156 (the “AL”), the Purchase by PESA, the exercise of the First Option, the Offer and the Purchase by PEISA were submitted for approval of the CNDC on February 28, 2008; exercise by PEISA of the First Option and the launching of the Offer were notified on May 26, 2008.

The aforementioned transactions are subject to the approval of the CNDC, pursuant to section 8 of the AL which, by virtue of the provisions of Section 13 of the AL, has forty-five (45) business days to authorize the transaction, impose conditions or else refuse its authorization. Requests for information made by the CNDC during the processing of the notice stay the aforementioned term. If the CNDC has not rendered its decision upon expiration of the term established in Section 13, the Offer shall be considered tacitly approved.

FORMAL ELEMENTS OF THE OFFER


1.	Commencement Date of the Offer. Acceptance Term.

The Offer may be accepted by the holders of the Shares during the Acceptance Term.

The Acceptance Term shall commence at 10:00 a.m. (Buenos Aires time) on September 11, 2008 and shall end at 3:00 p.m. (Buenos Aires time) on October 9, 2008. The postponement of the settlement and payment of the Offer as provided in Item 5 “Conditions for Effectiveness and Consummation of the Offer” in Section “Objective Elements of the Offer” shall not imply an extension of the Acceptance Term, which shall lapse on the Expiration Date.


2.	Acceptance of the Offer.

Acceptance and delivery of the Shares by any Shareholder in accordance with the procedures for acceptance of the Offer provided for in this Prospectus shall constitute a binding agreement between the Shareholder and PEISA under the terms and subject to the Conditions of the Offer.

Pursuant to the terms of the Offer and subject to the Conditions thereof, PEISA will acquire the Shares validly tendered during the Acceptance Term of the Offer subject to the fulfillment of the requirements listed below and always provided that the acceptance of the Offer is not withdrawn by the Shareholder as provided in Item 5 “Withdrawal Rights of Accepting Shareholders” in Section “Formal Elements of the Offer.”

The notice given by PEISA to YPF shall be sent by mail by YPF, at PEISA’s expense, to the holders of the Shares as recorded in YPF Stock Ledger kept by Caja de Valores. The Prospectus of this Offer, the Form of Acceptance and other relevant materials may be obtained in Argentina at the BASE and at the offices of the Offer Agent, at the addresses appearing on the back cover of this Offer, on business days from 10:00 a.m. to 3:00 p.m. (Buenos Aires time) until the Expiration Date.

However, the fact that any person may fail to receive any document related to this Offer shall not invalidate this Offer or any aspect hereof.

2.1 Procedure for Acceptance of the Offer:

The Shareholders deciding to accept the Offer, in respect of all or any portion of the Shares held by them, shall follow the procedures described below in order to tender their Shares under the Offer.


(1)	Shareholders of YPF whose Shares are recorded directly to the name of such Shareholders in YPF Stock Ledger kept by Caja de Valores.

Any Shareholder holding Shares directly recorded to its name in YPF Stock Ledger kept by Caja de Valores deciding to tender the Shares under the Offer shall first transfer its Shares to the collective deposit system of Caja de Valores and follow the procedure described below.

A Shareholder having no cuenta comitente with the collective deposit system of Caja de Valores through an intermediary, be it a bank, financial company or institution, stockbroker, brokerage house, over-the-counter agent or other agent registered as depository with Caja de Valores (the “Custodian”) holding Shares in custody, may apply for the opening of such cuenta comitente to its name through any Custodian, including the Offer Agent. In this case, the Custodian, including the Offer Agent, shall open a cuenta comitente with Caja de Valores to the name of the Shareholder where it shall deposit the shareholder’s ownership certificate issued by Caja de Valores (“Shareholders’ Ownership Certificate”), together with a cash account, to the name of the Shareholder. Both the cash account and the cuenta comitente opened with the Offer Agent shall be free of charge for the Shareholder for 30 calendar days following the Payment Date (as defined in Item 7 “Settlement of the Offer. Payment Date” in this Section “Formal Elements of the Offer”).

For as long as the Shares are not credited to the cuenta comitente of the Shareholder in Caja de Valores, the Shares may not be tendered under the Offer. The procedure required to open a cuenta comitente with a Custodian, including the Offer Agent, for subsequent tender of the Shares under the Offer may take some time; therefore, it is recommended that such procedure be started as soon as possible. Once the relevant requirements are fulfilled and the cuenta comitente is opened, the Shareholder may proceed as provided for in this item 2.1(1).

Once the Shares are credited to the cuenta comitente of the Shareholder with Caja de Valores, the Shares may be tendered under the Offer, except for Shares tendered under the Offer through any stock exchange system pursuant to the MERVAL provisions, according to the following steps:

(a) A Shareholder shall instruct its Custodian, in its capacity as intermediary, to transfer the Shares to the Offer Agent under the terms set forth in this Prospectus to the account of the Offer (Depository No. 1336, named “BANCO VALORES SA — COLOCACION”, Comitente N° 9, named “BCO DE VALORES SA AGTE OPA YPF”) opened with Caja de Valores (the “Shares to be Transferred Account” ). It is provided that, once such transfer is completed, any dividends and any other Distributions relevant to such Shares (as defined hereinbelow, in Item 4 “Maintenance of the Shares to be Transferred and Distributions in Custody” in this Section) made by YPF as from such date shall be transferred in favor of the Offer Agent to the Shares to be Transferred Account.

(b) The Custodians shall obtain a certificate issued by Caja de Valores evidencing that the Shares tendered under the Offer by the Shareholder are owned by such Shareholder and that same have been transferred and registered in favor of the Offer Agent in the Shares to be Transferred Account (the “Transfer Certificate”).

In order for the Transfer Certificate to record all the data specified below, each Shareholder shall provide such data to its Custodian, which shall transmit such information to Caja de Valores prior to the request for a Transfer Certificate. If the above is not complied with, PEISA reserves its right to reject any acceptance of any Shareholder as provided in Item 3 “Defects in Acceptance of the Offer. Breach, Falsehood or Inaccuracy of Shareholder’s Representations” in this Section.

The Transfer Certificate shall state the transfer date, the number of Shares transferred to the Shares to be Transferred Account and, in the case of legal entities, the corporate name, registration data with the Public Register of Commerce and the tax identification number (CUIT) and, in the case of individuals, the name and the type and number of identity document and the tax identification number (CUIT or CUIL) of the Shareholder accepting the Offer. In the event that a dividend were paid or any Distribution were made by YPF to the Shareholders between the Commencement Date and the date of acceptance of the Offer by any Shareholder, then the amount of such Distributions on the Shares tendered under the Offer by such Shareholder (the “Included Distributions”) shall be discounted from the amount to be collected by that Shareholder as Consideration for the Shares at the time of making the settlement of the Offer and the payment of the Consideration.

(c) Once the relevant transfer is made, the Shareholders shall submit to the Offer Agent at its offices located at 25 de Mayo 311, 2nd basement, City of Buenos Aires, on business banking days, from 10.00 a.m. to 3.00 p.m. (Buenos Aires time), by no later than the Expiration Date, the Form of Acceptance duly completed and signed, in accordance with the instructions printed on such form, together with the Transfer Certificate issued by Caja de Valores evidencing the fact mentioned in (b) above and any other documentation that may possibly be requested by the Offer Agent and/or PEISA.


(2)	Shareholders of YPF whose shares are deposited in the collective deposit system of Caja de Valores.

Any Shareholder whose Shares are deposited with the collective deposit system of Caja de Valores that wishes to accept and tender its Shares under the Offer shall, except for the Shares tendered under the Offer through any stock exchange system pursuant to the MERVAL provisions, take the following steps:

(a) Each Shareholder shall request its Custodian, in its capacity as intermediary, to transfer the Shares to the Offer Agent under the terms of this Prospectus to the Shares to be Transferred Account. Once such transfer is made, any dividends and any other Distributions on such Shares (as defined hereinbelow in Item 4 “Maintenance of the Shares to be Transferred and Distributions in Custody” in this Section) made by YPF on and after such date shall be transferred in favor of the Offer Agent to the Shares to be Transferred Account.

(b) The Custodians shall obtain the Transfer Certificate. The Transfer Certificate shall state the date of the transfer, the number of Shares transferred to the Shares to be Transferred Account, and the name, registration data with the Public Register of Commerce or type and number of identity document, as applicable, and the tax identification number (CUIT or CUIL) of the Shareholder accepting the Offer. In the event that Included Distributions were paid on the Shares tendered under the Offer by any Shareholder, the amount of such Included Distributions shall be deducted from the amount to be received as Consideration for such Shares at the time of the settlement of the Offer and payment of the Consideration.

In order to cause such Transfer Certificate to include all the data mentioned above, the Shareholders shall disclose such information to their Custodians, which shall transmit such data to Caja de Valores prior to the transfer. If the above is not fulfilled, PEISA reserves its right to reject any acceptance of any Shareholder, as provided for in Item 3 “Defects in Acceptance of the Offer. Breach, Falsehood or Inaccuracy of the Shareholder’s Representations” in this Section.


(3)	General Provisions.

A Shareholder shall consult with its Custodian the time required for the issuance of (and, the delay, if any, in issuing) the Transfer Certificate by Caja de Valores. The transfer of the Shares to the Shares to be Transferred Account and, if applicable, the transfer of Distributions to the Shares to be Transferred Account and the obtention of the Transfer Certificate may take some time. Neither PEISA nor the Offer Agent may assure to the Shareholders a time certain for completion of this procedure. For such reason, Shareholders are encouraged to start it as soon as possible.

The name and number of persons identified as Shareholders, holders and/or joint holders in a Form of Acceptance shall match the data recorded on the Transfer Certificate. If the Shares are deposited with an account held by more than one accountholder, all the accountholders shall be required to execute the Form of Acceptance, unless the Custodian certifies that it is a cuenta comitente to the order of any one of them indistinctly, in which case any of the accountholders may sign the Form of Acceptance. If the Custodian does not certify in the Form of Acceptance that the Shares are deposited in an account with single-signing authority, then it shall be understood, without admission of evidence to the contrary, that any cuenta comitente held by more than one accountholder is

subject to joint disposal regulations, in which case the signature of all persons identified therein shall be required and all requirements, certifications and legal consents shall be applicable to all of them.

The Form of Acceptance shall contain a notarial certificate in connection with the identity of each signatory, his/her signature (and, if married, the identity and signature of the spouse, for purposes of compliance with the spousal consent requirements set forth in section 1277 of the Civil Code) and powers of the individuals signing the form on behalf of the Shareholders (be they natural or artificial persons) mentioned therein.

Signing persons and the certifying notary public, as the case may be, shall be solely liable for any error, defect, misrepresentation or inaccuracy as to the number, identity, signature and marital status of the Shareholders, spousal consent of the Shareholders identified in the Form of Acceptance and/or as to the powers of the persons signing the Form of Acceptance.

It shall be understood that (i) the existence of the number of Shares to be Transferred in each cuenta comitente from which transfer is ordered and (ii) the identity, capacity and powers of the holders of such cuenta comitente (and the required authorizations and consents) to operate such account and order the transfer of the Shares to be Transferred, have been verified by the Custodian through which the Shareholders hold the cuenta comitente in the Caja de Valores collective deposit system and therefore the Custodian has taken part in the transfer of Shares to the Shares to be Transferred Account and PEISA and the Offer Agent shall assume, without admitting evidence to the contrary, that such Custodian has taken all actions necessary to ensure that the information above mentioned and the identity, capacity and powers of the Shareholders (and the necessary authorizations and consents) are accurate and appropriate to order the transfer of the Shares to be Transferred to the Shares to be Transferred Account.

The Shareholders and their Custodians shall be solely liable for any error, misrepresentation or inaccuracy as to the information above mentioned.

The method of delivery of the Transfer Certificate, the Form of Acceptance and any other required documents shall be at the sole option and risk of the holder of the tendered Shares.

Once a Shareholder has properly completed the procedure described in this Item 2.1 “Procedure for Acceptance of the Offer” in the Section “Formal Elements of the Offer”, it shall be understood that such Shareholder (the “Accepting Shareholder”) has accepted the Offer and all the terms and conditions (including the Conditions) thereof.

The Offer Agent shall hold the Shares deposited in the Shares to be Transferred Account in custody (according to the provisions in Item 4 “Maintenance of the Shares to be Transferred and Distributions in Custody” in this Section “Formal Elements of the Offer”) until PEISA shall have paid the Consideration if the Offer is consummated.

As acceptor of the Offer and transferor of the Shares, the Shareholder shall assume the risks of the method of delivery of the Form of Acceptance to present its Shares and the Transfer Certificate and any other required documents.

The Shares shall not be deemed tendered under the Offer until the Offer Agent shall have received the abovementioned documents. Once such documents are received by the Offer Agent, the Accepting Shareholder may only revoke its decision to participate in the Offer by following the procedure described in Item 5 “Withdrawal Rights of Accepting Shareholders” in this Section.

Each Shareholder, by submitting the Form of Acceptance before the Offer Agent, undertakes not to change the ownership or structure of the cuenta comitente from where the Shares have been transferred and to keep it open under the same conditions for as long as the Shares to be Transferred continued to be deposited in the Shares to be Transferred Account.


(4)	Shareholders of YPF accepting the Offer through MERVAL.

Alternatively, the Shareholders may accept the Offer and tender their Shares under the Offer through the stock exchange system under the conditions set forth for such purpose by MERVAL. In that case, Shareholders are encouraged to consult their Custodian. However, it is stated that acceptances received through MERVAL shall not

require the execution of the Form of Acceptance or the obtention of the Transfer Certificate to express the intention to accept this Offer.

Nevertheless, the provisions, representations and warranties contained below in Item 2.2: “Form of Acceptance” shall apply mutatis mutandis to the Shareholders who have accepted the Offer and tendered their Shares through the stock exchange system, subject to and in compliance with the provisions of this Item 2.1: “Procedure for Acceptance of the Offer”, par. (4) “Shareholders of YPF accepting the Offer through MERVAL”, applicable regulations and the rules issued for such purpose by MERVAL (the “Acceptance Through MERVAL”). Once such Acceptance Through MERVAL is made, any dividends and any other Distributions on the Shares made by YPF on and after the date of acceptance shall be transferred to the account to be designated by MERVAL pursuant to the regulations issued to that effect. In case of payment of Included Distributions on the Shares tendered under the Offer by any Shareholder pursuant to an Acceptance Through MERVAL, the amount of such Included Distributions shall be deducted from the amount to be received as Consideration for such Shares at the time of the settlement of the Offer and payment of the Consideration. In case of Acceptance Through MERVAL, the tender of Shares shall imply, in addition, the full and unrestricted acceptance of the rules set forth by MERVAL for such purpose. The Shareholders who have accepted the Offer and tendered their Shares by means of an Acceptance Through MERVAL shall be considered as “Accepting Shareholders” for the purposes of this Offer.

It shall be understood that (i) the existence of the number of Shares to be Transferred in each cuenta comitente from which transfer is ordered and (ii) the identity, capacity and powers of the holders of such cuenta comitente (and the required authorizations and consents) to operate such account and order the transfer of the Shares to be Transferred, have been verified by the Custodian or intermediary involved in the Acceptance of the Offer Through MERVAL and PEISA and the Offer Agent shall assume, without admitting evidence to the contrary, that such Custodian or intermediary has taken all actions necessary to ensure that the information above mentioned and the identity, capacity and powers of the Shareholders (and the necessary authorizations and consents) are accurate and appropriate to order the transfer of the Shares to be Transferred to the account to be designated by MERVAL pursuant to the regulations issued to such effect.

The Shareholders and the Custodians or the intermediaries shall be solely liable for any error, misrepresentation or inaccuracy as to the information above mentioned.

The fees of intermediaries arising from the transactions intended for the sale of the Shares shall be borne by the Shareholders accepting the Offer; provided that PEISA shall pay for the costs of transfer and custody and the commissions for payment of dividends that Caja de Valores may charge MERVAL for the concentration account, securities market and stock exchange fees for all stock exchange purchase and sale transactions and intermediaries” fees incurred by PEISA on account of the purchase transaction.

2.2. Form of Acceptance.

The provisions hereof shall be included in the Form of Acceptance, attached to this Prospectus as Annex IV (A), and shall be made an integral part thereof. Each holder of Shares who has signed or in whose name a Form of Acceptance has been signed, irrevocably represents, warrants and covenants to PEISA, in the form of a sworn statement, (both as of the filing date of the Form of Acceptance and the Payment Date) the following (collectively, the “Shareholder’s Representations”)

(a) all information contained in the Form of Acceptance and in the Transfer Certificate is true and accurate in all respects;

(b) filing of the Form of Acceptance shall constitute: (i) a valid and binding acceptance of the Offer in respect of the number of Shares set forth in the Form of Acceptance; and (ii) an undertaking to submit the Transfer Certificate to the Offer Agent as provided for in this Prospectus, to transfer or cause to be transferred to the Shares to be Transferred Account any Distributions made by YPF after such filing and to execute and submit together with the same any other document and take any other action as may be necessary so that PEISA may consummate the transfer of title to the Shares subject to the terms and conditions set forth in this Prospectus and in the Form of Acceptance; and (iii) an irrevocable acceptance of the Offer, only except for the rights of the Accepting Shareholder to withdraw its acceptance as set forth in Item 5 “Withdrawal Rights of Accepting Shareholders” in this Section;

(c) such holder of Shares owns the Shares set forth in the Form of Acceptance and has full powers and authority to deliver, sell and transfer such Shares and all rights attached thereto to PEISA and there are no holders of the Shares other than the Shareholders identified in the Form of Acceptance;

(d) the Shares in respect of which the Offer is accepted are tendered free from any and all liens, titles, encumbrances, privileges and/or charges, together with all rights now or hereafter attached thereto, including voting rights and the right to any dividends or other Distributions, including those declared before the Commencement Date but still unpaid as of such date, and those declared on or after the Commencement Date;

(e) the submission of the Form of Acceptance to the Offer Agent constitutes an instruction (which will become irrevocable as from the Consummation Date as defined in Item 6 “Fulfillment of Conditions. Waiver. Consummation Date” in this Section) to deliver to PEISA the Shares to be Transferred and all dividends and other Distributions deposited in the Shares to be Transferred Account on the Payment Date;

(f) the submission of the Form of Acceptance constitutes (i) an instruction (which will become irrevocable as from the Consummation Date) to YPF, Caja de Valores and/or the Offer Agent to register and/or cause to be registered, as applicable, the transfer of the Purchased Shares in favor of PEISA on the Payment Date and to deliver to PEISA a certificate of ownership of the Purchased Shares (“Account Certificate”) and/or other documents evidencing title to such Shares in favor of PEISA and (ii) an undertaking (which shall be irrevocable as from the Consummation Date) to execute and file any other document and take any other action required so that PEISA may consummate the transfer of title to the Shares to be Transferred pursuant to the terms and conditions set forth in this Prospectus and in the Form of Acceptance;

(g) it undertakes to ratify any and all actions or procedures which may be taken or conducted by the Offer Agent, PEISA or any of its directors or agents, or YPF, or its agents, as applicable, on duly exercising any of their powers and/or authority under the Form of Acceptance and/or hereunder;

(h) it accepts that voting rights attached to the Shares to be Transferred and any other voting powers attached to such Shares shall not be exercised by the Accepting Shareholders while the Shares to be Transferred are deposited in the Shares to be Transferred Account;

(i) it accepts that (I) Distributions paid on the Shares to be Transferred, as from the date such Shares are tendered under this Offer, shall be deposited in the Shares to be Transferred Account and shall be kept in custody by the Offer Agent in such account during the period set forth in Item 4 “Maintenance of the Shares to be Transferred and Distributions in Custody” in Section “Formal Elements of the Offer” and shall be distributed in accordance with the provisions set forth therein. The Form of Acceptance shall constitute an irrevocable instruction to YPF in this sense and (II) in the event Included Distributions were paid on the Shares tendered under the Offer by any Shareholder, the amount of such Included Distributions shall be deducted from the amount to be received as Consideration for such Shares at the time of settlement of the Offer and payment of the Consideration;

(j) the filing of the Form of Acceptance implies an authorization and the grant of a power of attorney in favor of the Offer Agent to receive all such notices, documents or other communications required to be sent to the holder of the Shares to be Transferred and execute any documents as may be required to receive and hold the Shares to be Transferred and the Distributions to be paid on the Shares in custody;

(k) it agrees that, while the Shares to be Transferred are deposited in the Shares to be Transferred Account, it shall not sell, assign, transfer, pledge or encumber in any manner such Shares to be Transferred and it shall keep them free and clear from any lien, title, charge, privilege and/or encumbrance and shall not exercise any of the rights attached thereto;

(l) it has reviewed and acknowledged the Prospectus, the Form of Acceptance, the Transfer Certificate and other Offer-related documents attached to the Prospectus (the “Offer Documents”); it has not received from the Offer Agent or PEISA information or statements which are inconsistent with or differ from the information or the statements contained in the Offer Documents; and that upon making the decision to accept the Offer it has relied on its own analysis performed on YPF and the Offer, it has assessed the benefits and risks involved and has not received any kind of legal, commercial, financial, tax-related and/or other advice from PEISA or the Offer Agent and/or any of their parent companies, subsidiaries, related companies or companies under common control;

(m) until and including the Payment Date, the Shareholder (i) shall not change the holding or holding composition of the cuenta comitente from which the Shares to be Transferred have been transferred and (ii) shall maintain such cuenta comitente open on the same terms in force at the time of transfer of such Shares; and

(n) the acquisition and purchase of the Shares by the Shareholder was lawful and resulted from lawful activities performed at all times in compliance with Money Laundering Law No. 25,246 as amended, Decrees Nos. 169/2001 and 1500/2001 and the Resolutions issued by the Financial Information Division (Unidad de Información Financiera), especially, Resolution No. 2/2002 and other applicable rules and regulations.

2.3 Other Formal Requirements

Neither PEISA nor the Offer Agent shall be bound to accept Forms of Acceptance without a notary’s public attestation as to the identity of each signatory, his/her signature (and, in case the signatory is married, the spouse’s identity and signature, in compliance with the spousal consent requirements set forth in section 1277 of the Civil Code) and the authority of the individuals signing the form on behalf of the Shareholders (be they natural or artificial persons) mentioned thereon, in accordance with the form of certification included in the Form of Acceptance. Notarial attestation expenses shall be defrayed by the Shareholders tendering their Shares under this Offer.

Neither PEISA nor the Offer Agent assume any obligation or liability to obtain any kind of additional information other than the information specified in the Form of Acceptance and the Transfer Certificate attached thereto, nor shall they assume an obligation to verify its accuracy or the sufficiency of the capacity or powers of the Shareholder to conduct the transactions described in such form.


3.	Defects in Acceptance of the Offer. Breach, Falsehood or Inaccuracy of the Shareholder’s Representations.

PEISA reserves the right to reject any Acceptance from any Shareholder which, in its sole and exclusive discretion, fails to comply in due time and proper manner with all procedures, documentation required and other requirements established for the acceptance of the Offer or which is or causes the payment to be made by PEISA or the transfer of the Shares in favor of PEISA to be, in the opinion of PEISA, illegal or contrary to any judgment, order, resolution or opinion rendered by any competent authorities.

Neither PEISA nor the Offer Agent or any other person shall be under the obligation to inform or give notice to the Shareholder or person filing the Form of Acceptance of any defect or irregularity as to the filings or incur any liability for failure to give such notice.

PEISA shall be entitled to reject any Acceptance from any Shareholder at any time until the Consummation Date in the event of breach by the Shareholder of any of the Shareholder’s Representations or in the event any such representation proves to be false or inaccurate.

In the event of rejection of an Acceptance from any Shareholder by PEISA, the Shares and, if applicable, the Distributions, shall be returned to the Accepting Shareholder and no payment of Consideration shall be made if the Offer is consummated. Upon being so instructed by PEISA, the Offer Agent shall return the Shares and/or Distributions to the same accounts held by the same Custodians and comitentes from which the Shares were transferred to the Shares to be Transferred Account.

Subject to the Conditions of the Offer, all such Shareholders’ Acceptances as have not been rejected or objected to by PEISA on or before the tenth trading day subsequent to the Expiration Date of the Offer shall be deemed validly made (without detriment to PEISA’s right to subsequently reject any acceptance if any Shareholder’s Representation is breached or proves to be false or inaccurate).

PEISA shall submit a report to the CNV and the BASE within three trading days subsequent to the Expiration Date, wherein PEISA shall provide an account of the Shareholders’ Acceptances received during the Acceptance Term and shall publish such information in the BASE’s bulletin and in a leading newspaper in Argentina. Additionally, PEISA shall, upon occurrence of the Consummation Date, report to the CNV and the BASE the

number of Purchased Shares and publish such information both in the BASE’s bulletin and in a leading newspaper in Argentina.


4.	Maintenance of the Shares to be Transferred and Distributions in Custody

The Offer Agent shall hold the Shares transferred to the Shares to be Transferred Account (the “Shares to be Transferred”) and the Distributions transferred to the Shares to be Transferred Account in custody in favor of both PEISA and the Accepting Shareholder until the Payment Date of the Offer, provided that (a) the Accepting Shareholder has not withdrawn its acceptance and requested the withdrawal of the Shares to be Transferred from the Shares to be Transferred Account as provided in Item 5 “Withdrawal Rights of Accepting Shareholders” in Section “Formal Elements of the Offer”, (b) PEISA does not reject the Shareholder’s Acceptance as provided in Item 3 “Defects in Acceptance of the Offer. Breach, Falsehood or Inaccuracy of the Shareholder’s Representations” in Section “Formal Elements of the Offer” and (c) the Offer continues to be in effect.

“Distributions” shall mean any payments made on the Shares by YPF, including, without limitation, payment of dividends in cash or in kind, in shares or securities of any type, distribution of reserves, reimbursements of capital, full or partial repayments or distributions due to capital reductions.

While the Shares to be Transferred remain deposited in the Shares to be Transferred Account, the voting rights attached thereto shall be suspended.

Distributions in cash deposited in the Shares to be Transferred Account shall be held in Pesos by the Offer Agent.

Fees and costs charged by Caja de Valores on the transfer of the Distributions from and to the Shares to be Transferred Account and on the transfer of Distributions through MERVAL shall be borne by PEISA.

If the Offer were terminated by PEISA because all the Conditions have not been met within the terms stated for each of them in Item 5 “Conditions for Effectiveness and Consummation of the Offer” in Section “Objective Elements of the Offer”, then the Offer Agent shall return to the Accepting Shareholders the Shares to be Transferred and the Distributions (without any interest or adjustment) deposited in the Shares to be Transferred Account within two (2) trading days after the date on which PEISA publishes notice that it has withdrawn from the Offer, as provided in the CNV Rules, and notice is given by PEISA to the Offer Agent of the termination of the Offer as set forth in this Prospectus. The return of the Shares to be Transferred and the Distributions related to them shall be made in the account of the same Custodian and comitente from which the Shares to be Transferred were transferred.


5.	Withdrawal Rights of Accepting Shareholders.

The acceptance of the Offer and the tender of the Shares under the Offer may be withdrawn by the Shareholders at any time until the day before the Consummation Date.

Withdrawal shall be made by presenting the form of withdrawal attached hereto as Exhibit IV (B) (the “Form of Withdrawal”) and as specified below and in accordance with the instructions contained in such Form of Withdrawal.

Any Accepting Shareholder wishing to withdraw its Acceptance of the Offer shall be required to present the Form of Withdrawal before the Consummation Date to the Offer Agent at the address appearing on the back cover of this Offer, specifying the name of the Accepting Shareholder withdrawing its acceptance, the number of Withdrawn Shares and any other information appearing on the Form of Withdrawal in the manner specified therein. The Form of Withdrawal shall contain a notarial certificate in connection with the identity of each signatory, his/her signature and powers of the individuals signing the form on behalf of the Shareholders (be they natural or artificial persons) mentioned therein, in accordance with the form of certification included in the Form of Withdrawal. The Form of Withdrawal must be signed by all Accepting Shareholders who executed the Form of Acceptance whereby they accepted the Offer in respect of the Shares to be Transferred that they wish to withdraw from the Offer. Once the Shares to be Transferred are transferred to the Shares to be Transferred Account, such Accepting Shareholders signing the Form of Acceptance shall be the only ones authorized to withdraw their acceptance of the Offer.

Once the Form of Withdrawal is submitted to the Offer Agent, the withdrawal of the Acceptance of the Offer by the Accepting Shareholder shall be considered irrevocable and may not be rescinded or rendered ineffective. Nevertheless, the Withdrawn Shares may be tendered once again under the Offer until the Expiration Date (i.e. always provided that the Acceptance Term shall have not expired) following once again the procedure for acceptance of the Offer described in Item 2.1: “Procedure for Acceptance of the Offer” in Section “Formal Elements of the Offer.”

All issues concerning the manner and validity (including the time of receipt) of any filing of a Form of Withdrawal shall be determined by PEISA at its sole discretion, subject to applicable law, which determination shall be final and binding. Neither PEISA nor the Offer Agent or any other person shall be bound to notify any defect or irregularity in any notice of withdrawal nor shall they incur any liability for failure to give such notice.

Should any Accepting Shareholder exercise its withdrawal rights within the term allowed for that purpose and in accordance with the terms of the Offer, the Offer Agent shall return to such Accepting Shareholder, upon instructing PEISA to that effect, (i) the Shares to be Transferred in respect of which it has withdrawn acceptance (the “Withdrawn Shares”); and (ii) the relevant Distributions (without any interest or adjustment) as deposited in the Shares to be Transferred Account, after discounting customary market expenses and commissions that may be applicable, as provided for in this item.

Neither PEISA nor the Offer Agent shall be bound to accept Forms of Withdrawal unless executed by all Accepting Shareholders who signed the Form of Acceptance together with a notary’s public attestation (in accordance with the form of certification included in the Form of Withdrawal) as to the identity of the signatory, his/her signature and the authority of the individuals signing such form on behalf of the Shareholders (be they natural or artificial persons) mentioned therein.

Neither PEISA nor the Offer Agent assume any obligation or liability to obtain any kind of additional information other than the information specified in the Form of Withdrawal, nor shall they assume an obligation to verify its accuracy or the sufficiency of the capacity or powers of the Shareholder to conduct the transactions described in such form.

PEISA reserves its right to reject any Shareholder’s withdrawal which, in its sole and exclusive discretion, fails to comply in due time and proper manner with all procedures, documentation required and requirements necessary to withdraw from the Offer or that is or causes that the act to be carried out by PEISA or the transfer of the Shares in favor of the Shareholder to be, in the opinion of PEISA, illegal or contrary to any judgment, order, resolution or opinion rendered by any competent authorities.

Neither PEISA nor the Offer Agent or any other person shall be under the obligation to inform or give notice to the Shareholder or person filing the Form of withdrawal of any defect or irregularity as to the filings or incur any liability for failure to give such information or notice. PEISA shall be entitled to reject any Shareholder’s withdrawal within 10 trading days thereafter, but in no case after the Consummation Date.

Should a withdrawal be rejected by PEISA, and unless the Shareholder cures the defects in the Form of Withdrawal and repeats in due time and manner such withdrawal prior to the Consummation Date, the Shares and, if applicable, the Distributions shall be, if the Offer is consummated, transferred to PEISA and payment of the Consideration to the Accepting Shareholder shall become due.

Withdrawal of Acceptance Through MERVAL

The Shareholders who have accepted the Offer through MERVAL may withdraw their acceptance at any time until the day before the Consummation Date. Withdrawal shall be implemented in accordance with the conditions set forth for such purpose by MERVAL, for which purpose Shareholders are encouraged to consult their Custodians. However, it is provided that withdrawals through MERVAL shall not require the execution of the Form of Withdrawal to express the intention to withdraw acceptance of this Offer.


6.	Fulfillment of Conditions. Waiver. Consummation Date.

The acquisition of the Shares under this Offer shall become final upon fulfillment of the Conditions to which it is subject or waiver by PEISA of any unfulfilled conditions, always provided that so is allowed under Item 5

“Conditions for Effectiveness and Consummation of the Offer” in Section “Objective Elements of the Offer” of this Prospectus, unless the Conditions are met before the Expiration Date, in which case the acquisition of the Shares to be Transferred under the Offer of the Accepting Shareholders whose acceptance was not withdrawn as provided in Item 5 above, shall become final upon expiration of the Acceptance Term.

PEISA shall publish a notice in the BASE Bulletin reporting the fulfillment or, if applicable, its waiver of the Conditions and shall give notice to YPF and to the Accepting Shareholders who have not withdrawn their acceptance until that time, that the acquisition of the Shares then deposited in the Shares to be Transferred Account and those in respect of which the Offer was accepted by means of an Acceptance Through MERVAL (the “Purchased Shares”) has become final. As from the date of publication of the abovementioned notice (the “Consummation Date”), the Accepting Shareholders who shall have failed to withdraw their acceptance of the Offer by that time may no longer withdraw from the Offer.

PEISA shall inform the Offer Agent about the fulfillment of the Conditions for the Offer Agent not to receive any other withdrawals and proceed to the Settlement and Payment of the Offer in accordance with Item 7 “Settlement of the Offer. Payment Date” in this Section.


7.	Settlement of the Offer. Payment Date.

The payment of the Consideration for the acquisition of the Purchased Shares shall be made on the fifth trading date following the Consummation Date (the “Payment Date”).

PEISA has given irrevocable instructions to the Offer Agent for the latter to request, upon consummation of the Offer, from Santander to transfer and deposit in the account to be designated by Banco de Valores, the amount in US dollars required to cause that, after converting such amount on the free foreign exchange market in Argentina, as per PEISA’s instructions, PEISA’s special current account opened in Banco de Valores be credited with the amount in pesos required to pay on the Payment Date (i) the Consideration and (ii) the costs, expenses and taxes arising from the Offer.

The payment for the Purchased Shares shall be made via a deposit or transfer of the Consideration therefor in pesos to the same account from where the Purchased Shares were transferred, the Accepting Shareholder not being authorized to give any instructions or directions to the contrary.

In order to effect the settlement of the Shares purchased by means of an Acceptance Through MERVAL, once the Shares have been accepted by PEISA and the Payment Date has been specified, a stock exchange sale shall be simultaneously carried out by each of the agents and brokerage houses that have transferred the Shares in favor of MERVAL. The purchaser in such transactions shall, in all cases, be PEISA and the settlement date shall match the Payment Date. The payment of the Consideration in any Acceptance Through MERVAL shall be made by the Offer Agent via a deposit in the account to be designated in due course by MERVAL (for the account and to the order of the intermediary appointed by PEISA for the purchase transaction) for subsequent payment through the centralized settlement system of MERVAL. On the specified date, MERVAL shall automatically include the transactions generated by the settlement of each participant firm, which shall be made according to customary practices, except that all stock exchange and securities market fees charged for any and all purchase and sale transactions shall be borne by PEISA.

Under no circumstances shall interest be paid on the purchase price of the Purchased Shares.

PEISA shall have acquired title to the Purchased Shares and to the funds deposited in the Shares to be Transferred Account on the date the aggregate relevant Consideration is made available to the Shareholders selling the Purchased Shares. Title to the Shares purchased upon exercising the First Option shall not pass to PEISA and the price thereof shall not be paid to the Repsol Group until PEISA shall have completed the Offer procedure provided for in this Prospectus and shall have settled the Offer and paid the Consideration for the Purchased Shares to the Accepting Shareholders who had not withdrawn their acceptance of the Offer in the manner stipulated in Item 5 “Withdrawal Rights of the Accepting Shareholders” in Section “Formal Elements of the Offer.”


8.	Expenses and Taxes.

PEISA shall bear the expenses related to the Offer, including publication of notices, delivery of the documents PEISA undertakes to send to the holders of the Shares, costs of transfer and custody and commissions for payment of dividends that Caja de Valores may charge MERVAL for the concentration account, stock exchange and securities market fees for all stock exchange purchase and sale transactions and intermediaries’ fees incurred by PEISA on account of the purchase transaction. In addition, all expenses and fees of Caja de Valores, except for expenses for the issuance of the Transfer Certificate and the Shareholder’s Ownership Certificate, shall be paid by PEISA.

Expenses incurred to transfer the Consideration to the Accepting Shareholders’ accounts shall be borne by PEISA. Any tax applicable on bank transfers shall be borne in accordance with current regulations. Income tax, including any withholdings that may be applicable and any other taxes applicable to a Shareholder, shall be borne by the Shareholder.

PEISA shall not pay for expenses arising from the issuance of the Transfer Certificates, attestations of signatures, preparation and delivery of documentation by the holders of the Shares, or the payment of taxes, stamp taxes or withholdings applicable to the participants in the Offer, or commissions or fees of Custodians or advisors to the Shareholders or any broker or agent used by them or for fees of intermediaries arising from the sale of the Shares, all of which shall be borne by the Accepting Shareholders.


9.	Limitations on Actions Available to the Shareholders.

No Shareholder shall be entitled to file an action or proceeding under applicable laws and regulations in connection with the Offer against the Offer Agent, except in case of willful misconduct or negligence of the Offer Agent, which shall only be liable if so determined by a final court decision rendered by a court with competent jurisdiction.

ADDITIONAL INFORMATION


1.	Tax Regulations.

The following section refers to the main tax consequences related to the Offer under Argentina law. It does not contain a comprehensive analysis of all tax considerations that may be relevant in making a decision. It is no applicable to all categories of Shareholders, some of which may be subject to special regulations, and does not specifically deal with all Argentine taxation considerations applicable to a particular holder. The analysis is based on Argentine tax laws as in effect on the date of this Prospectus, which may be subject to amendments and different interpretations. Each Shareholder is encouraged to consult with its own tax advisors about the specific consequences of the Offer.

1.1 Tax on Dividends.

Dividends paid on the Shares, whether in cash, in kind or in stock, are not subject to any income tax withholding, except for dividends paid in excess of the cumulative taxable income of YPF as of the fiscal period prior to distribution, which are subject to a 35% withholding tax applicable on such excess amount both in respect of domestic and foreign shareholders.

1.2 Capital Gains Tax.

Due to the amendments made to the Income Tax Law (the “ITL”) by Law No. 25,414, Decree No. 493/2001 and the subsequent abrogation of Law No. 25,414 and its replacement by Law No. 25,556, there is uncertainty about the effectiveness of certain amendments. Although Opinion No. 351/2003 of the Procurador del Tesoro de la Nación (National Treasury General Attorney) addressed the most relevant matters related to the taxation applicable on capital gains from the sales of shares, some issues remain uncertain.

Resident individuals. Pursuant to a reasonable construction of the ITL: (i) income obtained from the sale, exchange or other form of disposal of the Shares of YPF by resident individuals not regularly engaged in the sale or disposal of shares are not be subject to income tax; and (ii) although there is still uncertainty regarding this issue, based on a recent precedent of a Court of Appeals, income derived from the sale, exchange or other disposal of the Shares by resident individuals regularly engaged in the sale or disposal of shares — other than brokers and certain other persons- are exempt from the income tax.

Foreign recipients. Capital gains obtained by non-residents or foreign recipients as a result of the sale, exchange or other form of disposal of the Shares are exempt from income tax. Although there is some uncertainty in this regard, pursuant to a reasonable interpretation of the ITL and the above mentioned precedent, the same treatment should apply to foreign recipients qualifying as “offshore entities.” For tax purposes, an “offshore entity” is a company, firm, permanent establishment, estate or business concern domiciled or, if applicable, settled abroad that due to its legal status or according to its by-laws is mainly engaged in investment transactions outside of its country of organization and/or is not authorized to carry out certain transactions and/or make certain investments in such country, as required by the law or the by-laws applicable to it.

Argentine entities. Capital gains obtained by Argentine entities (in general, companies organized or incorporated under the laws of Argentina, certain brokers and intermediaries, local branches of foreign institutions, sole proprietorships and individuals engaged in certain business activities in Argentina) as a result of the sale, exchange or other form of disposal of the Shares are subject to income tax at a 35% rate. Any losses arising from the sale of the Shares in a given fiscal period may only be offset against the same kind of income obtained within the next following five (5) years.

1.3 Value Added Tax.

The sale of the Shares under the Offer is exempted from value added tax.

1.4 Tax on Bank Account Debits and Credits.

The Law on Tax on Debits and Credits in Current Accounts and other accounts (hereinafter, “TDC”) establishes that this tax will be levied on all current account debits and credits and any other transfer or delivery of funds, owned by the account holder or any third party (even in cash) that any person, including those within the scope of Law No. 21,526, may make for itself or for the account and/or on behalf of any third party, irrespective of the mechanisms used to do so. To the extent the Shareholders use bank accounts or transfer funds, they may be subject to the TDC.

The general TDC rate currently in force is 0.6% of each debit and/or credit. In addition, reduced rates of 0.075% and increased rates of 1.2% are applicable in certain specific cases.

Pursuant to Decree No. 534/04 (published in the Official Bulletin on May 3, 2004), 34% of the tax paid on credits subject to the 0.6% rate and 17% of the tax paid on transactions subject to the 1.2% rate may be considered as a payment on account of the income tax, the minimum presumptive income tax or the Special Contribution on the Capital of Cooperatives.

Pursuant to section 10 subsection a) of Decree No. 280/2001, bank accounts exclusively used by stock exchanges authorized by the CNV and their agents in connection with transactions inherent to their specific activity and the drafts and transfers ordered by them to such end, are exempt from the tax on debits and credits.

1.5 Stamp Tax.

In certain Argentine provinces, in the event the transfer of the Shares is made, formalized or has effects in said jurisdictions under written agreements, such agreements may be subject to stamp tax. In the City of Buenos Aires, stamp tax is not applicable to agreements providing for the transfer of shares or securities.

1.6 Court Tax.

If a legal action related to the Offer is filed in Argentina, a court tax will be payable (currently at a three percent rate) on the amount of any claim filed before the Courts of the City of Buenos Aires.

1.7 Other Taxes.

In Argentina, the issuer of the Shares acts as substitute taxpayer (responsable sustituto) of the Tax on Personal Assets in cases where the Shares are owned by individuals that reside in Argentina or abroad and/or corporations and/or any other legal entities domiciled abroad and, consequently, it must pay, on an annual basis, a 0.5% rate on its net equity value (assets less liabilities) as shown in the most recent balance sheet as of December 31 of the relevant tax year and as provided by the laws governing this tax. YPF may require the holders of the Shares to reimburse it for payments of Tax on Personal Assets paid annually by it as substitute taxpayer. In the City of Buenos Aires, neither minimum presumptive income tax nor turnover tax are applicable to the transfer or disposal of the Shares. As to the application of turnover tax in other jurisdictions, the laws in force in any such other jurisdiction should be analyzed.

1.8 Treaties to Avoid Double Taxation.

Argentina has executed treaties to avoid double taxation with Germany, Australia, Belgium, Bolivia, Brazil, Canada, Chile, Denmark, Spain, Finland, France, Italy, Norway, the Netherlands, United Kingdom, Sweden and Switzerland.

Foreign recipients settled in any of the above-mentioned jurisdictions which have executed double taxation treaties with Argentina may be subject to lower rates of income tax that may be applicable on the sale of the Shares or any dividends thereon.

1.9 Foreign Exchange Regulations.

The Offer and the entry into Argentina of the funds required to pay the Consideration to the Accepting Shareholders of the Offer are subject to foreign exchange regulations currently in force in Argentina. Access by PEISA to the FX market for the purchase of foreign currency is limited. Therefore, the Consideration will be paid in

Pesos, after gaining access to the free foreign exchange market as provided in “Settlement of the Offer. Payment Date” in Section “Formal Elements of the Offer”. Availability of funds received as Consideration by an Accepting Shareholder of the Offer will depend on the foreign exchange regulations applicable to it as resident or non-resident and on other personal characteristics of the Accepting Shareholder of the Offer for which PEISA is not responsible.


2.	Intentions of PEISA in respect of its interest in YPF. Plans and Proposals.

PEISA declares that, subsequently to the settlement of the Offer and the acquisition of the Purchased Shares, the Eskenazi Family or its assignee, as applicable, will analyze the advisability of exercising the Second Option for the acquisition of an additional 10% of the capital stock of YPF in order to acquire an interest in YPF representing almost 25% of its capital stock.

The Eskenazi Family (through PEISA and PESA), even after exercising the Second Option, will not hold an interest in YPF giving it the control over such company. Under the Shareholders’ Agreement executed with the Repsol YPF Group (see Item (f) “Agreements entered into by and among the companies forming the Petersen Group and Repsol YPF and its subsidiaries, including YPF”, paragraph (2) “Shareholders’ Agreement” in Section “Subjective Elements of the Offer”), it has an influence on the management of YPF. The implementation of possible management strategies by PEISA is subject to compliance with the majority requirements in the company’s governing bodies.

Consequently, subject to the provisions of the paragraph above, and as requested by applicable regulations, PEISA reports that:

(i) Repsol YPF Group and PESA agreed that the business or strategic plan of YPF and YPF annual budget will be consistent with (a) the fulfillment of YPF’s concession agreements, (b) the efficient use of YPF’s own resources, (c) the rearrangement of its assets increasing the value of YPF, (d) the characterization of the Shares of YPF in the markets, particularly attractive due to its payout, and (e) the levels of investment and project achievement required for the creation of YPF value;

(ii) as regards YPF and its asset structure, PESA and Repsol YPF Group have represented in the Shareholders’ Agreement that they share the strategic vision of YPF as a leading continental company in the hydrocarbon sector. In order to develop such vision, they considered it advisable that YPF proceed with a certain expansion and diversification of the geographic areas where its assets are located and where business is conducted. For such purpose, they agreed to allow YPF the possibility to review and assess the possible acquisition at market prices and under market conditions of certain businesses and assets of the Repsol YPF Group in some Latin American jurisdictions, always provided that so proves beneficial for and in the best interest of YPF. In addition, for the same purpose, they share the criterion on the advisability of transferring to third parties certain non-strategic assets in specific areas. The generation of cash flow from such transfers may enable YPF to face more efficaciously the investment plans intended to leverage and optimize its strategic resources without cutting down the payment of dividends to its Shareholders;

(iii) PEISA’s directors shall not collect any fees or benefits for the closing of the Offer; and

(iv) except as provided in the Shareholders’ Agreement, (i) there are no specific plans relative to the use of YPF’s assets as a consequence of the acquisition of the Shares and (ii) the implementation of plans related to YPF’s management body are not anticipated.

Upon completion of the Offer, the Shares shall continue to be subject to the public offering and listing system. The market for the Shares not transferred under the Offer may be less liquid than before the Offer. It is worth highlighting that, as already informed by us, if the Offer is consummated, YPF shall continue to be listed on the stock exchange since it is not the intention of PEISA or Repsol YPF to delist YPF or launch a new offer on the remaining outstanding Shares of YPF.


3.	Required Authorizations.

The “Acquisition of Control” (as defined in the By-laws) and the public tender offer by PEISA have been approved by the Class A Shareholder of YPF on June 2, 2008 according to section 7, subsection (e)(i) and (f)(ii) of the By-laws.

Additionally, pursuant to the CNV Rules, Chapter XXVII, section 1, the CNV’s authorization required for the Offer was granted by CNV’s Board Resolution dated September 4, 2008.

As of this date, the SEC has not raised any objections against the implementation of the U.S. Offer.

In furtherance of Law 25,156 and section 80 et seq. of Chapter XXVII of the CNV Rules, on February 28, 2008 PESA requested from the CNDC the approval of the Purchase by PESA, the grant and exercise of the Options and the acquisition of the Shares thereunder, the conduct of the Offer and the Offer Purchase (the “Transaction”).

On May 26, 2008 PEISA reported to the CNDC the exercise of the First Option and the launching of the Offer, ratifying before the CNDC the request for authorization of the Transaction.

As of this date, no express resolution has been rendered either approving or rejecting the Transaction nor has the CNDC given its implied acceptance in respect thereof.


4.	Miscellaneous.

The Offer is not made to, and may not be resorted to, or acceptances of or proposals be made for the sale of Shares in any jurisdiction in which the launching of the Offer or the acceptance thereof may be illegal or contrary to the laws of such jurisdiction.

The date of this Offer is September 11, 2008.


5.	Timeframe of the Decision-Making Process for the Offer.

On February 21, 2008 PESA entered into the SPA, the Options, the Supplementary Agreement and the Shareholders’ Agreement with Repsol YPF and certain subsidiaries of Repsol YPF.

On February 28, 2008 the CNDC was requested to authorize the acquisitions by PESA and was informed of the By-laws provisions to make the Offer upon exercising the Option since a 15% shareholding was acquired.

On May 6, 2008 Repsol YPF authorized the assignment of the First Option by the Eskenazi Family in favor of PEISA.

On May 19, 2008 the Board of Directors of PEISA decided to exercise the option under the First Purchase Option Agreement and to make the Offer.

On May 20, 2008 PEISA exercised the First Option and, in compliance with the agreement made under the First Option, gave notice thereof to Repsol YPF and also of its intention to make the Offer requesting the guarantee of Repsol YPF as per the terms of the First Purchase Option Agreement.

On May 20, 2008 notice was given to YPF of the intention to make the Offer.

On May 21, 2008 copies of the notice published by PEISA advising of its intention to make the Offer were filed with the CNV and the Buenos Aires Stock Exchange.

The notices were published on May 22, 2008 in the Bulletin of the Buenos Aires Stock Exchange, on May 21, 22 and 23, 2008 in Clarín newspaper and Ambito Financiero newspaper, and on May 22, 2008 in the New York Post of the City of New York.

On May 23, 2008 the Board of Directors of YPF issued its opinion on the Offer and recommended its acceptance to the Shareholders. The Board of Directors called a Class A Shareholders’ Meeting the approval of which is required for the Offer pursuant to YPF’s By-laws.

On May 26, 2008 notice was given to the CNDC of the exercise of the Option, requesting once again the authorization of the Offer.

On June 2, the Class A Shareholder approved the public tender offer and the “Acquisition of Control” in the manner requested in YPF’s By-laws.

On September 4, 2008 the CNV authorized the Offer.


6.	Recommendation of the Board of Directors of YPF.

Pursuant to Argentine law, the Board of Directors of YPF has no more than 15 business days as from the date of the notice made on May 20, 2008 in connection with the Offer to:


	•	express its opinion on the reasonableness of the price for the Offer and make a technical recommendation on its acceptance or rejection;

	•	state whether it is aware or not of any significant decision adopted or that threatened to be adopted which, in its judgment, may affect the Offer;

	•	state if any director or executive officer holding YPF Shares will accept or reject the Offer; and

	•	report on the decision that will be taken by the directors and managers holding YPF Shares with regard to the acceptance of the Offer.

On May 23, 2008, the Board of Directors of YPF (i) resolved to render a favorable opinion on the reasonable nature of the price offered by PEISA under the Offer and recommend the acceptance of the Offer by the company’s Shareholders, by rendering the relevant report on the offered price, as set forth in Section 36, Chapter XXVII, Book 9 of the CNV Rules, (ii) resolved to refrain from requesting the opinion of a specialized independent assessor, since the price offered is not lower than the prices resulting from the events listed in paragraphs (a), (b), (c) and (d), section 7, subsection (f) (v) of the By-laws and (iii) called a Class A Shareholders’ Meeting to be held on June 2, 2008, in order to consider the approval of the “Acquisition of Control” and the Offer.

Without detriment to the foregoing, the Board of Directors stated that:

(i) the recommendation made by YPF’s Board of Directors is not binding and the Board of Directors’ opinion represents only once circumstance, among others, that should be pondered by the Shareholders to whom the Offer is addressed; therefore, it is not influential in the decision to be adopted by the Shareholders as to the acceptance or refusal of the Offer; and

(ii) the evaluation of the Offer must be based on an individual and subjective analysis to be made by each Shareholder to whom the Offer is addressed, taking into account the particular circumstances.

Messrs. Antonio Brufau Niubo (Chairman), Sebastián Eskenazi (Executive Vice President), Antonio Gomis Saez (Chief Operating Officer), Enrique Eskenazi, Matías Eskenazi Storey, Luis Suárez de Lezo, Aníbal Belloni, Mario Blejer, Carlos Bruno, Santiago Carnero, Carlos de la Vega, Eduardo Elstain, Salvador Font Estrany, Javier Monzón, Federico Mañero, Fernando Ramírez and Mario Vázquez were present at YPF’s Board of Directors’ meeting. Save for Messrs. Antonio Brufau Niubo, Enrique Eskenazi, Sebastián Eskenazi, Matías Eskenazi Storey, Antonio Gomis Saez and Luis Suárez de Lezo, who refrain from taking part in the discussions and voting, the remaining directors voted in favor of the recommendation.

The opinion of YPF’s Board of Directors was published in BASE’s Bulletin for two days and is appended to this Prospectus as Exhibit III.

In turn, the opinion of YPF’s Board of Directors has also been published in the CNV’s website, under the Issuers Section YPF S.A., Financial Information — Outstanding Events ID No. 4-98502-D.


7.	Arbitration.

As provided in section 38 of Decree 677/2001, any controversy or dispute arising in connection with the interpretation, validity, performance or breach of this Offer shall be settled by the Arbitration Panel of the BASE. Notwithstanding the above, the Shareholders and investors may resort to courts of law with competent jurisdiction.


8.	Directors and Executive Officers of PEISA.

We list below the name, position and term of office of each PEISA director. Unless otherwise stated hereinbelow, the address of each director for all purposes related to the Offer is Cerrito 740, 1st Floor, City of Buenos Aires, Argentina. Unless otherwise stated, each position along the name of an individual refers to his employ with PEISA. Unless otherwise stated below in this page, all directors are Argentine citizens.


Name	Position		Year of Appointment		In Office Until

Enrique Eskenazi		Chairman		2008		2014
Matías Eskenazi Storey		Vice Chairman		2008		2014
Sebastián Eskenazi		Advisor		2008		2014
Ignacio Moran		Advisor		2008		2014
Mauro R. José Dacomo		Advisor — Secretary		2008		2014

For information purposes:

Questions and requests for help shall be sent to the Offer Agent at its address and telephone numbers appearing on the back cover of this Prospectus. Additional copies of this Offer, the Form of Acceptance and other material related to the Offer may be requested to the Offer Agent. A Shareholder may also contact a stockbroker, dealer, commercial bank, trust company or other representative to ask for help in respect of the Offer.

Offeror

Address

Cerrito 740, Piso 1°

Ciudad Autónoma de Buenos Aires

Argentina

Offer Agent

Banco de Valores S.A.
Address
Sarmiento 310
Ciudad Autónoma de Buenos Aires
Argentina

Intermediary

Cozzani — Guterman Sociedad de Bolsa S.A.
Address
San Martín 439, Piso 11°

Ciudad Autónoma de Buenos Aires

Argentina

Legal Advisors to the Offeror

Brons & Salas
Address
Maipú 1210, 5° Piso
Ciudad Autónoma de Buenos Aires
Argentina

Legal Advisors to the Offer Agent
Cárdenas, Di Ció, Romero, Tarsitano & Lucero
Address
Reconquista 360, Piso 6°

Ciudad Autónoma de Buenos Aires

Argentina

EX-99.A.1.B 4 y71140exv99waw1wb.htm EX-99.A.1.B: U.S. FORM OF ACCEPTANCE FOR SHARES EX-99.A.1.B

Exhibit (a)(1)(B)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about that action to take, you should immediately consult your stockbroker, bank manager law accountant or other professional or investment advisor.

If you have sold all your Shares, please send this Form of Acceptance together with the accompanying documents as soon as possible to the Bidders or to the stockbroker, bank or other agent through whom the sale was affected for transmission to the Bidders.

This document should be read in conjunction with the U.S. Offer to Purchase dated September 11, 2008 (the “U.S. Offer to Purchase”). All the definitions used in the U.S. Offer to Purchase apply in this U.S. Form of Acceptance (the “Form”). All terms and conditions contained in the U.S. Offer to Purchase applicable to the U.S. Offer (as defined in the U.S. Offer to Purchase) for Shares are deemed to be incorporated in and form part of this Form.

U.S. FORM OF ACCEPTANCE

To Tender Class A Shares, Class B Shares,
Class C Shares and Class D Shares held by U.S. Persons

YPF Sociedad Anónima

Pursuant to the U.S. Offer to Purchase
dated September 11, 2008

Petersen Energía Inversora, S.A.,
Enrique Eskenazi,
Sebastián Eskenazi,
Matías Eskenazi Storey and
Ezequiel Eskenazi Storey

THIS FORM OF ACCEPTANCE OF THE U.S. OFFER MUST BE RECEIVED BY THE U.S. RECEIVING AGENT BY 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 20, 2008 UNLESS THE US. OFFER IS EXTENDED OR EARLIER TERMINATED.

The U.S. Receiving Agent is:

THE BANK OF NEW YORK MELLON


*By Mail:*		*By Hand or Overnight or Courier:*
BNY Mellon Shareowner Services		BNY Mellon Shareowner Services
Attn: Corporate Action Dept.		Attn: Corporate Action Dept., 27^th Floor
P.O. Box 3301		480 Washington Boulevard
South Hackensack, NJ 07606		Jersey City, NJ 07310

THIS U.S. FORM OF ACCEPTANCE IS TO BE USED ONLY FOR TENDERING SHARES (AS DEFINED BELOW). DO NOT USE THIS U.S. FORM OF ACCEPTANCE FOR ANY OTHER PURPOSE.

Action to be taken to accept the U.S. Offer

Please read the detailed instructions on how to complete this Form. This Form should only be used to accept the U.S. Offer if you are a registered holder of Shares and you are a U.S. Person or holding for a U.S. Person. Shares beneficially owned or held of record by persons who are not U.S. Persons cannot be tendered pursuant to the U.S. Offer and can only be tendered pursuant to the concurrent Argentine Offer.

If you are a holder of ADSs, you will receive and should complete a Letter of Transmittal and related documents in accordance with the instructions set out therein.

If you wish to accept the U.S. Offer, please follow the instructions set forth in the U.S. Offer to Purchase and file this Form of Acceptance duly completed and signed, the Tender Certificate issued by Caja de Valores, and all other documentation that the U.S. Receiving Agent might request, with the U.S. Receiving Agent at the address indicated on the back cover of the U.S. Offer to Purchase, by no later than the Expiration Time on the Expiration Date, unless the U.S. Offer is extended.

Your acceptance of the U.S. Offer is on the terms and subject to the conditions contained in the U.S. Offer to Purchase and in this Form of Acceptance. In the event of an inconsistency between the terms and procedures in this Form of Acceptance and the U.S. Offer to Purchase, the terms and procedures in the U.S. Offer to Purchase shall govern.

If you have any questions as to how to complete this Form of Acceptance, please contact the U.S. Information Agent in the United States at 1-877-289-0143 (Toll-Free), from outside the United States at 1-201-680-5235, and banks and brokers at 1-201-680-5235.

Representations and Warranties

By signing this Form of Acceptance you agree that you irrevocably undertake, represent and warrant to and with the Bidders the following:

(a) the presentation of this Form of Acceptance constitutes (i) an acceptance of the U.S. Offer with respect to the number of Shares indicated herein, (ii) a commitment to present the Tender Certificate to the U.S. Receiving Agent as set forth in the U.S. Offer to Purchase and to present any other document and to take any other steps necessary to allow the Bidders to consummate the transfer of ownership of the Shares, subject to the terms and conditions established in the U.S. Offer to Purchase and in this Form of Acceptance, and (iii) with the exception of the withdrawal rights of the tendering holders of Shares, an irrevocable tender of the Shares in the U.S. Offer;

(b) you are the owner of the Shares indicated on this Form of Acceptance and you have full authority and rights to deliver, sell, and transfer such Shares and rights inherent hereto to the Bidders;

(c) the tendered Shares are tendered free and clear from all liens, titles, charges, privileges and/or encumbrances, and together with all the rights which they grant or may grant in the future, including the rights to vote and the right to receive any Distributions (as described in Section 2 of the U.S. Offer to Purchase);

(d) the presentation of this Form of Acceptance to the U.S. Receiving Agent constitutes an instruction (which shall become irrevocable after the Acceptance Date) to deliver to the Bidders the tendered Shares as of the Payment Date;

(e) the presentation of this Form of Acceptance constitutes (i) an instruction (which shall be irrevocable as from the Acceptance Date) to YPF, Caja de Valores, the U.S. Receiving Agent, and the Argentine Custodian, as applicable, to cause the registration and/or register the transfer of the tendered Shares in favor of the Bidders and to deliver to the Bidders a certificate of ownership of the tendered Shares (or constancia de saldo de cuentas) and/or other documents which prove ownership of such Shares, on the Payment Date; and (ii) a commitment (which shall be irrevocable as from the Acceptance Date) to present any other document and to take any other measure necessary to allow the Bidders to consummate the transfer of ownership of the Shares, pursuant to the terms and conditions set forth in the U.S. Offer to Purchase and in this Form of Acceptance;

(f) you undertake to ratify any and all of the acts or procedures that may be performed or effected by the Bidders or any of its directors or agents or YPF or any of its agents, as the case may be, in the exercise of any of its or their respective powers and/or authorizations in virtue hereof;

(g) you accept that the voting and any other rights attaching to the tendered Shares, may not be exercised by the you while the tendered Shares are deposited in the U.S. Tendered Shares Account;

(h) you accept that the Purchaser seeks to acquire the Securities together with all economic and voting rights, including rights to Distributions declared on or after the Commencement Date. Accordingly, you accept that if on or after the date hereof YPF should declare or pay any Distributions on, or issue any right with respect to, the Shares that are payable or distributable to stockholders of record on YPF’s stock transfer records of Shares on a date prior to the transfer to the name of the Purchaser of the tendered Shares, then (i) the Offer Price payable by the Bidders per Share in the U.S. Offer will be reduced to the extent such Distributions are payable in cash and (ii) any non-cash Distributions received and held by a tendering holder shall be required to be promptly remitted and transferred to the U.S. Receiving Agent for the account of the Purchaser accompanied by appropriate documents of transfer. Pending such remittance, Purchaser will be entitled to all rights and privileges, as owner of any such non-cash Distributions and may withhold the entire Offer Price or deduct from the Offer Price the amount or value thereof, as determined by Purchaser in its sole discretion;

(i) you grant a power of attorney in favor of the U.S. Receiving Agent and the Argentine Custodian to receive such notifications, documents, or other communications to be sent to the holders of the tendered Shares, to execute any documents necessary to receive and keep in custody the tendered Shares and to exercise all other rights attaching to the tendered Shares;

(j) you agree not to sell, assign, transfer, pledge or encumber in any manner the tendered Shares while they are deposited in the U.S. Tendered Shares Account and to keep the tendered Shares free and clear from any liens, charges, privileges and/or encumbrances, and not to exercise any of the rights appertaining thereto;

(k) you agree not to modify or close the cuenta comitente from which the tendered Shares were transferred while the Shares are deposited in the U.S. Tendered Shares Account;

(l) you have reviewed the U.S. Offer documents; you have not received from the U.S. Receiving Agent or the U.S. Information Agent any information or representations that are inconsistent with or differing from the information or representations contained in the U.S. Offer documents; and you decision to tender in the U.S. Offer has been based on your own analysis of YPF and of the U.S. Offer, including the benefits and risks involved therein and you have not received any type of legal, business, financial, tax, and/or any other type of advice from the Bidders, the U.S. Receiving Agent or the U.S. Information Agent and/or any of their parent, subsidiary, affiliated, or related entities;

(m) all the information contained in this Form of Acceptance is true and correct; and

(n) you are a U.S. Person or holding for a U.S. Person.


How to complete this Form	Please complete in BLOCK CAPITALS

Do not detach any part of this Form of Acceptance


1.	The U.S. Offer

To tender in the U.S. Offer write in Box 1 the total number of Shares which you wish tender in the U.S. Offer. If no number, or a number greater than your entire holding of Shares, is written in Box 1 and you have signed Box 2 the Bidders will deem that no Shares have been tendered. To accept the U.S. Offer complete boxes 1 and 3 and, if applicable, Box 4, and sign Box 2 below.


BOX 1
*Depositante/Custodian*	*Cuenta Comitente*	No. of Shares	Class of Shares
No.:	No.:
Name:	Name:


2.	Signatures

You must execute Box 2 and, in the case of a joint holding, arrange for the designated common representative to sign or, otherwise, all joint holders to do likewise. All signatures must be certified.

If you sign in a capacity other than that of a registered holder (e.g., under a Power-of-Attorney) please state the capacity in which you sign and send together with the Form of Acceptance an authorized copy of the Power-of-Attorney.

For the purposes of Section 1277 of the Argentine Civil Code, those holders or joint holders being married individuals, shall evidence the consent of their spouses in Box 2. Such consent may be granted by the spouses themselves or by a representative of the respective spouse, appointed through a special and sufficient Power-of-Attorney authorizing him/her to grant such consent for this transaction.

Sign at the appropriate spaces in Box 2 to accept the US. Offer.


BOX 2
Execution by Individuals			Execution by a company
Signed and delivered as a deed by			Executed and delivered as a deed by
In presence


(Name of record holder)


(Signature of record holder)			(Name of Company)


(Taxpayer ID or SSN)			(Taxpayer ID)

As evidence of the consent of the spouses in accordance with Section 1277 of the Civil Code:

Signature:

Full name:

			(Representative) (Signature)
Capacity: (Spouse/Representative)

			(Representative) (Signature)
(The space above should be used to certify as appropriate)


3.	Name(s) and address

Complete Box 3 with the full name and address of the sole or first named registered holder together with the names of all other joint holders (if any) in BLOCK CAPITALS.

Full name(s) and address


BOX 3
First registered holder	Joint registered holder	Joint registered holder
1 First name(s)	2 First name(s)	3 First name (s)
(Mr. Mrs. Miss. Title)	(Mr. Mrs. Miss. Title)	(Mr. Mrs. Miss. Title)
Last name:	Last name:	Last name:


Address	Address	Address

Zip code	Zip code	Zip code

Taxpayer ID or SSN:	Taxpayer ID or SSN:	Taxpayer ID or SSN:

As evidence of the consent of the spouses in accordance with Section 1277 of the Civil Code	As evidence of the consent of the spouses in accordance with Section 1277 of the Civil Code	As evidence of the consent of the spouses in accordance with Section 1277 of the Civil Code

Signature	Signature	Signature

Full name:	Full name:	Full name:

Capacity (Spouse/Representative)	Capacity (Spouse/Representative)	Capacity (Spouse/Representative)


Joint registered holder(s)
4 First name(s)	5 Corporation(s)
(Mr. Mrs. Miss. Title)
Last name:	Name:


Address	Address

Zip code	Zip code
Taxpayer ID or SSN:	Taxpayer ID:


As evidence of the consent of the spouses in accordance with Section 1277 of the Civil Code

Signature

Full name:

Capacity (Spouse/Representative)


4.	Payment.

Upon the compliance of all the terms and conditions set forth in the U.S. Offer, you hereby instruct the U.S. Receiving Agent to make the payment of consideration in respect of the tendered Shares (see Box No. 1) pursuant to the U.S. Offer by a check issued to the order of the person, and to be mailed to the address, indicated in Box 3 for the sole or first named registered holder.

Additional notes regarding the completion and submission of this Form of Acceptance.

The signatures as well as the identity and capacity of each holder of Shares must be independently certified before a Notary Public. The certification expense will be for the account of the tendering holder of Shares.

The Argentine Custodian shall maintain the Shares transferred into the U.S. Tendered Shares Account in custody in favor of both the Bidders and the tendering holder of Shares until the Payment Date, provided that (i) the tendering holder of Shares has not withdrawn his Shares, (ii) the tendering of the Shares was not defective, and (iii) the Offer remains in effect.

EX-99.A.1.C 5 y71140exv99waw1wc.htm EX-99.A.1.C: U.S. FORM OF WITHDRAWAL FOR SHARES EX-99.A.1.C

Exhibit (a)(1)(C)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This document should be read in conjunction with the U.S. Offer to Purchase dated September 11, 2008 (the “U.S. Offer to Purchase”). The definitions used in the U.S. Offer to Purchase apply in this Form of Withdrawal (the “Form”). All terms and conditions contained in the U.S. Offer to Purchase applicable to the U.S. Offer (as defined in the U.S. Offer to Purchase) for Shares are deemed to be incorporated in and form a part of this Form.

U.S. FORM OF WITHDRAWAL

Of the Tendered Class A Shares, Class B Shares,
Class C Shares and Class D Shares

YPF Sociedad Anónima

Pursuant to the U.S. Offer to Purchase
dated September 11, 2008

Petersen Energía Inversora, S.A.,
Enrique Eskenazi,
Sebastián Eskenazi,
Matías Eskenazi Storey and
Ezequiel Eskenazi Storey

THIS FORM OF WITHDRAWAL OF THE U.S. OFFER MUST BE RECEIVED BY 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 20, 2008, OR UNTIL THE NEW EXPIRATION DATE, IF THE U.S. OFFER WERE EXTENDED OR, THEREAFTER, UNTIL WE ANNOUNCE THAT THE REQUIRED REGULATORY APPROVAL HAS BEEN OBTAINED AND THAT WE WILL PAY THE OFFER PRICE.

The U.S. Receiving Agent is:

The Bank of New York Mellon


*By Mail:*		*By Hand or Overnight or Courier:*
BNY Mellon Shareowner Services Attn: Corporate Action Dept. P.O. Box 3301 South Hackensack, NJ 07606		BNY Mellon Shareowner Services Attn: Corporate Action Dept., 27^th Floor 480 Washington Boulevard Jersey City, NJ 07310

Action to be taken to withdraw the tendered Shares

Please read the detailed instructions on how to complete this Form. Tenders of Shares made pursuant to the U.S. Offer may be withdrawn at any time on or prior to the Expiration Time on the Expiration Date or the New Expiration Date, as applicable or, thereafter, until such time as the Bidders announce that the Required Regulatory Approval has been obtained and that they will pay the Offer Price. Any tender of Securities will be irrevocable after that time.

If you have any questions as to how to complete this Form of Withdrawal, please contact the U.S. Information Agent in the United States at 1-877-289-0143 (Toll-Free), from outside the United States at 1-201-680-5235, and banks and brokers at 1-201-680-5235.

Instructions

If you wish to withdraw acceptance of the U.S. Offer, you must:

(1) complete and sign this Form in accordance with the instructions set out below and in the U.S. Offer to Purchase; and

(2) forward this Form to the U.S. Receiving Agent at the address set forth on the back cover of the U.S. Offer to Purchase.

If the tendered Shares were timely and validly withdrawn, the Argentine Custodian shall return the tendered Shares to the tendering holders of Shares as set forth in the U.S. Offer to Purchase.

Notice

By signing this Form you agree that withdrawals may not be rescinded. Consequently, Shares withdrawn will thereafter be deemed not validly tendered for the purposes of the U.S. Offer. However, withdrawn Shares may be re-tendered following the procedures described in Section 3 of the U.S. Offer to Purchase at any time prior to the Expiration Time on the Expiration Date, or prior to the New Expiration Date if the U.S. Offer were extended.


How to complete this Form	Please complete in BLOCK CAPITALS

Do not detach any part of this Form


1.	Withdrawal Rights

To withdraw from the U.S. Offer, write in Box 1 the total number of Shares for which you wish to withdraw your acceptance of the U.S. Offer.


BOX 1
*Depositante*	*Cuenta Comitente*	No. of Shares	Class of Shares
No.:	No.:
Name:	Name:


2.	Signatures

You must execute Box 2 and, in the case of a joint holding, arrange for the designated common representative to sign, or otherwise, all joint holders to do likewise. All signatures must be certified. If you sign in a capacity other than that of a registered holder (e.g. under a Power-of-Attorney) please state the capacity in which you sing and send together with the Form an authorized copy of the Power-of-Attorney.

Sign here to withdraw the acceptance of the U.S. Offer


BOX 2
Execution by Individuals			Execution by a company
Signed and delivered as a deed by			Executed and delivered as a deed by

In presence


(Name of record holder)




(Signature of record holder)			(Name of Company)



(Taxpayer ID or SSN)




			(Representative) (Signature)



			(Representative) (Signature)



			(Taxpayer ID)


2.	Name(s) and address

Complete Box 3 with the full name and address of the sole or first named registered holder together with the names of all other joint holders (if any) in BLOCK CAPITALS

Full name(s) and address


BOX 3
First registered holder	Joint registered holder	Joint registered holder
1. First name(s)	2. First name(s)	3. First name (s)
(Mr. Mrs. Miss. Title)	(Mr. Mrs. Miss. Title)	(Mr. Mrs. Miss. Title)
Last name:	Last name:	Last name:


Address	Address	Address


Zip code	Zip code	Zip code

Taxpayer ID or SSN:	Taxpayer ID or SSN:	Taxpayer ID or SSN:


Joint registered holder(s)
4. First name(s)	5. Corporation(s)
(Mr. Mrs. Miss. Title)
Last name:	Name:


Address	Address


Zip code	Zip code

Taxpayer ID or SSN:	Taxpayer ID:

EX-99.A.1.D 6 y71140exv99waw1wd.htm EX-99.A.1.D: FORM OF LETTER OF TRANSMITTAL EX-99.A.1.D

Exhibit (a)(1)(D)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about what action to take, we recommend that you immediately consult your stockbroker, bank manager, lawyer, accountant or other professional or investment advisor.

This document should be read in conjunction with the offer to purchase dated September 11, 2008, and any amendments or supplements thereto, which collectively constitute the “U.S. Offer to Purchase.” The definitions used in the U.S. Offer to Purchase apply in this Letter of Transmittal. All terms and conditions contained in the U.S. Offer to Purchase applicable to ADSs are deemed to be incorporated in and form part of this Letter of Transmittal.

LETTER OF TRANSMITTAL

To transmit all outstanding American Depositary Shares (“ADSs”)
evidenced by American Depositary Receipts (“ADRs”),
each ADS representing one Class D Share

YPF Sociedad Anónima

U.S. $49.45 (forty-nine dollars and forty-five cents) per ADS (before any applicable deductions) pursuant to the U.S. Offer to Purchase dated September 11, 2008

Petersen Energía Inversora, S.A.,

Enrique Eskenazi,

Sebastián Eskenazi,

Matías Eskenazi Storey and

Ezequiel Eskenazi Storey

THIS U.S. OFFER CAN BE ACCEPTED BY HOLDERS OF AMERICAN DEPOSITARY SHARES TENDERING THROUGH THE BANK OF NEW YORK MELLON, AS U.S. RECEIVING AGENT, BY 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 20, 2008, UNLESS THE TENDER OFFER IS EXTENDED OR EARLIER TERMINATED.

The tender offer is subject to certain Conditions described in “THE U.S. OFFER — Section 15. Conditions of the U.S. Offer.”

ADS holders that wish to participate in the tender offer through the U.S. Receiving Agent must pay the fees and expenses described in “THE U.S. OFFER — Section 17. Fees and Expenses.”

THE U.S. RECEIVING AGENT FOR THE OFFER:

THE BANK OF NEW YORK MELLON


*By Mail:*		*By Hand or Overnight or Courier:*
BNY Mellon Shareowner Services Attn: Corporate Action Dept. P.O. Box 3301 South Hackensack, NJ 07606		BNY Mellon Shareowner Services Attn: Corporate Action Dept., 27th Floor 480 Washington Boulevard Jersey City, NJ 07310

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery. Delivery of this Letter of Transmittal to YPF Sociedad Anónima (“YPF”) or to The Depository Trust Company (“DTC”), the book-entry transfer facility for ADSs of YPF, will not constitute valid delivery to the U.S. Receiving Agent. The instructions accompanying this Letter of Transmittal should be read carefully before the Letter of Transmittal is completed. You must sign this Letter of Transmittal in the appropriate space provided and complete IRS Form W-9, W-8BEN or other applicable form, as appropriate. See Instruction 12 of this Letter of Transmittal.

THIS LETTER OF TRANSMITTAL IS TO BE USED ONLY FOR TRANSMITTING ADSs. DO NOT USE THIS LETTER OF TRANSMITTAL FOR TENDERING SHARES HELD DIRECTLY.

For a holder of ADSs validly to tender ADSs pursuant to the U.S. Offer a properly completed and duly executed Letter of Transmittal (or a copy thereof), together with any required signature guarantees, or an Agent’s Message (as defined in Instruction 2 herein) in connection with a book-entry delivery of ADSs, and any other required documents, must be received by the U.S. Receiving Agent at one of its addresses set forth here above, and ADRs evidencing such ADSs must be received by the U.S. Receiving Agent at one of such addresses set forth here above or pursuant to the procedures for book-entry transfer set forth below (and a confirmation of receipt of such transfer received by the U.S. Receiving Agent) on or prior to the Expiration Time on the Expiration Date, unless the U.S. Offer is extended or earlier terminated.

A duly completed Letter of Transmittal accompanied by ADRs evidencing ADSs, or an Agent’s Message (as defined in Instruction 2 herein) accompanied by confirmation of a book-entry transfer of ADSs through DTC, and other required documents delivered to the U.S. Receiving Agent by a holder of ADSs will be deemed (without any further action by the U.S. Receiving Agent) to constitute acceptance by such holder of the tender offer with respect to the Shares represented by such ADSs, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase and this Letter of Transmittal. The acceptance of the U.S. Offer by a tendering ADS holder pursuant to procedures described in “THE U.S. OFFER — Section 4. Procedure for Tendering in the U.S. Offer -— Holders of ADSs” in the U.S. Offer to Purchase, will constitute a binding agreement between such tendering ADS holder and the Bidders upon the terms of the U.S. Offer. If an ADS has been tendered by an ADS holder, the Shares represented by such ADS may not be tendered by such ADS holder. ADSs held through the Book-Entry Transfer Facility (as hereinafter defined) must be tendered by means of delivery of the Letter of Transmittal by Agent’s Message (as defined in Instruction 2 herein) and of the ADSs pursuant to the procedures for book-entry transfer to an account opened and maintained for such purpose by the U.S. Receiving Agent within DTC (the “Book-Entry Transfer Facility”).

As an alternative to tendering the Shares underlying its ADSs through the U.S. Receiving Agent, an ADS holder may also surrender its ADSs to The Bank of New York Mellon, as ADS depositary, withdraw the Shares underlying the ADSs from the ADS program and participate directly in the Argentine Offer or the U.S. Offer as a holder of Shares as described in “THE U.S. OFFER — Section 3. Procedure for Tendering in the U.S. Offer — Holders of Shares” in the U.S. Offer to Purchase. ADS holders electing to participate directly in the Offers as holders of Shares should allow sufficient time to take all necessary steps and make all required arrangements described in “THE U.S. OFFER — Section 3. Procedure for Tendering in the U.S. Offer — Holders of Shares” in the U.S. Offer to Purchase.

In the event of an inconsistency between the terms and procedures set forth in this Letter of Transmittal and the U.S. Offer to Purchase, the terms and procedures set forth in the U.S. Offer to Purchase shall govern. Please contact BNY Mellon Shareowner Services, the U.S. Information Agent for the tender offer, in the United States at 1-877-289-0143 (Toll-Free), from outside the United States at 1-201-680-5235, and banks and brokers at 1-201-680-5235.


BOX 1: DESCRIPTION OF ADSs REPRESENTING SHARES TO BE TENDERED
	ADSs to be tendered
	(attach additional list if necessary)(1)
		Total Number
Name(s) and address(es) of registered holder(s)	ADR	of ADSs	Number of
(Please fill in, if blank, exactly as	Serial	Evidenced by	ADSs to be
name(s) appear(s) on ADRs)	Number(s)	ADRs	Tendered








	Total ADSs


(1) Unless otherwise indicated, it will be assumed that all ADSs delivered to the U.S. Receiving Agent are being tendered. See Instruction 4. You must complete Box 4 in accordance with the instructions set out therein and, if appropriate, Boxes 2 and 3.


o		CHECK HERE IF ANY ADRs EVIDENCING ADSs THAT YOU OWN HAVE BEEN LOST, DESTROYED, MUTILATED OR STOLEN (SEE INSTRUCTION 11). IF ANY ADRs HAVE BEEN LOST, DESTROYED, MUTILATED OR STOLEN, PLEASE FILL OUT THE REMAINDER OF THIS LETTER OF TRANSMITTAL AND INDICATE HERE THE NUMBER OF ADSs REPRESENTED BY THE LOST, DESTROYED, MUTILATED OR STOLEN ADRs

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

To: The Bank of New York Mellon, as U.S. Receiving Agent:

The undersigned hereby instructs the U.S. Receiving Agent to tender the above-described ADSs in the U.S. Offer, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase and this Letter of Transmittal. The undersigned hereby acknowledges that delivery of this Letter of Transmittal, the ADRs and any other required documents delivered to the U.S. Receiving Agent in connection herewith will be deemed (without any further action by the U.S. Receiving Agent) to constitute acceptance of the U.S. Offer by the undersigned with respect to the Shares represented by the above-described ADSs, subject to withdrawal rights described in “THE U.S. OFFER — Section 5. Withdrawal Rights” in the U.S. Offer to Purchase and the terms and conditions set forth in this Letter of Transmittal. See Instruction 13 of this Letter of Transmittal.

The undersigned understands that acceptance of the U.S. Offer by the undersigned pursuant to the procedures described herein and in the instructions hereto will constitute a binding agreement between the undersigned and the Bidders upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase.

The undersigned hereby delivers to the U.S. Receiving Agent the ADRs evidencing the above-described ADSs for tender of the Shares represented by such ADSs, in accordance with the terms and conditions set forth in the U.S. Offer to Purchase and this Letter of Transmittal.

Upon the terms and conditions set forth in the U.S. Offer to Purchase (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extensions or amendments) and to the extent permitted under applicable law, subject to and effective upon the acceptance for purchase of the Shares represented by ADSs validly tendered herewith in accordance with the terms and conditions set forth in the U.S. Offer to Purchase, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Bidders all right, title and interest in and to all the Shares represented by ADSs being tendered hereby. In addition, the undersigned irrevocably constitutes and appoints the U.S. Receiving Agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to the ADSs and the Shares represented by such ADSs, with full power of substitution (such power of attorney being deemed an irrevocable power coupled with an interest), to (a) cancel the ADSs representing the Shares purchased in the tender offer and deliver the Shares represented by such ADSs or transfer the ownership of such Shares with all accompanying evidences of transfer and authenticity to, or upon the order of, the Bidders, and (b) receive all benefits and otherwise exercise all rights of beneficial ownership of the Shares represented by such ADSs, all in accordance with the terms set forth in the U.S. Offer to Purchase.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares underlying the ADSs evidenced by ADRs tendered hereby and that when the Shares underlying the ADSs are purchased by the Bidders, the Bidders will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, together with all rights now or hereafter attaching to them, including voting rights and rights to all dividends, other distributions and payments hereafter declared, made or paid, and the Shares will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the U.S. Receiving Agent or the Bidders to be necessary or desirable to complete the sale, assignment and transfer of the Shares represented by ADSs tendered hereby.

The undersigned agrees to ratify each and every act or action that may be done or effected by any director of, or other person nominated by, the Bidders or their respective agents, as the case may be, in the exercise of any of his or her powers and/or authorities hereunder. The undersigned undertakes, represents and warrants that if any provision of this Letter of Transmittal shall be unenforceable or invalid or shall not operate so as to afford the Bidders or the U.S. Receiving Agent or their respective agents the benefit of the authority expressed to be given in this Letter of Transmittal, the undersigned shall, with all practicable speed, do all such acts and actions and execute all such documents as may be required to enable the Bidders or the U.S. Receiving Agent to secure the full benefits of this Letter of Transmittal.

All authority herein conferred or agreed to be conferred and all undertakings, representations and warranties given pursuant to this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender is irrevocable, subject to the withdrawal rights described in “THE U.S. OFFER — Section 5. Withdrawal Rights” in the U.S. Offer to Purchase.

Unless otherwise indicated herein in Box 2: “Special Issuance Instructions” or Box 3: “Special Delivery Instructions,” the undersigned hereby instructs the U.S. Receiving Agent to:

(i) make the transfer of the Offer Price for the Shares represented by ADSs purchased in the U.S. Offer, and/or

(ii) cause to be issued any ADRs evidencing ADSs which represent Shares not tendered or purchased in the U.S. Offer, in the name(s) of the registered holder(s) appearing herein in Box 1: “Description of ADSs Representing Shares To Be Tendered.”

In the event that Box 2: “Special Issuance Instructions” is completed, the undersigned hereby instructs the U.S. Receiving Agent to:

(i) make the transfer of the Offer Price for the Shares represented by ADSs purchased in the U.S. Offer, and/or

(ii) cause to be issued any ADRs evidencing ADSs which represent Shares not tendered or purchased in the U.S. Offer,

in each case, in the name(s) of the person or persons so indicated.

In the event that Box 3: “Special Delivery Instructions” is completed, the undersigned hereby instructs the U.S. Receiving Agent to:

(i) make the transfer of the Offer Price for the Offer Price for the Shares represented by ADSs purchased in the U.S. Offer, and/or

(ii) return, or cause to be returned, any ADRs evidencing any ADSs which represent Shares not tendered or purchased in the U.S. Offer (and accompanying documents, as appropriate),

in each case, to the address(es) of the person or persons so indicated.

In the case of a book-entry delivery of ADSs, the undersigned hereby instructs the U.S. Receiving Agent to credit the undersigned’s account maintained at DTC with (i) the Offer Price for the Shares represented by ADSs purchased in the U.S. Offer, and (ii) ADSs representing any Shares not tendered or purchased in the U.S. Offer. The undersigned recognizes that the U.S. Receiving Agent will not transfer any ADSs from the name of the registered holder thereof if the Bidders do not purchase any of the Shares represented by ADSs so tendered.

The terms and conditions contained in the U.S. Offer to Purchase, as from time to time supplemented or amended, shall be deemed to be incorporated in, and form part of, this Letter of Transmittal, which shall be read and construed accordingly. This Letter of Transmittal shall not be considered complete and valid, and delivery of the consideration pursuant to the U.S. Offer to Purchase shall not be made, until the ADSs representing the Shares being tendered and all other required documentation have been received by the U.S. Receiving Agent as provided in the U.S. Offer to Purchase and this Letter of Transmittal.

BOX 2: SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if ADRs evidencing ADSs representing Shares not tendered or not purchased in the U.S. Offer and/or the transfer of the Offer Price of the Shares represented by ADSs purchased in the U.S. Offer are to be issued in the name of and made to someone other than the undersigned or if ADSs representing Shares tendered by book-entry transfer that are not purchased in the U.S. Offer are to be returned by credit to an account maintained at DTC other than that designated above.

o Issue ADR and/or o make transfer to:


Name:	(Please Print)


Address:	(Include Zip Code)

(Tax Identification or Social Security No.)

(Please also complete IRS Form W-9, Form W-8BEN, or other applicable form, as appropriate)


o	Credit ADSs representing Shares tendered by book-entry transfer that are not purchased in the U.S. Offer to the account set forth below: (DTC Account Number)

BOX 3: SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if ADRs evidencing ADSs representing Shares not tendered or not purchased in the U.S. Offer and/or the transfer of the Offer Price of the Shares represented by ADSs purchased in the U.S. Offer are to be sent to and/or made to someone other than the undersigned or to the undersigned at an address other than that shown above.

o Issue ADR and/or o make transfer to:


Name:	(Please Print)


Address:	(Include Zip Code)

(Tax Identification or Social Security No.)

(Please also complete the attached Form W-9 or Form W-8BEN, or other applicable form, as appropriate)

BOX 4: SIGN HERE

(Please also complete Form W-9 or Form W-8BEN, or other applicable form, as appropriate)

(Signature(s) of All Holder(s))

Dated: , 2008

(Must be signed by registered holder(s) exactly as name(s) appear(s) on ADRs. If signed by person(s) to which the ADSs represented hereby have been assigned or transferred as evidenced by endorsement or stock powers transmitted herewith, the signatures must be guaranteed. If signature is by an officer on behalf of a corporation or by an executor, administrator, trustee, guardian, attorney, agent or any other person acting in a fiduciary or representative capacity, please provide the following information. See Instructions 1 and 5.)


Name(s):

(Please Print)


Name of Entity:


Capacity (full title):


Address:

(Include Zip Code)


Telephone Number (including area code):


Taxpayer Identification or Social Security No.:

GUARANTEE OF SIGNATURE(S)

(If required, see Instructions 1, 2, 5 and 13)

Authorized Signature

Name (Please Print)

Name of Financial Institution

Address

Zip Code

Telephone Number (including area code)

Dated: , 2008

INSTRUCTIONS

Forming Part of the Terms and Conditions of the U.S. Offer

1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (which include most commercial banks, savings and loan associations and brokerage houses) that is a participant in good standing in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange Medallion Signature Program (“MSP”), or the Stock Exchanges Medallion Program (“SEMP”) or any other “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each of the foregoing, an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered holder(s) of the ADSs representing Shares tendered herewith and such holder(s) have not completed either Box 2: “Special Issuance Instructions” or Box 3: “Special Delivery Instructions” herein, or (b) if the Shares underlying such ADSs are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and ADSs. This Letter of Transmittal is to be completed by ADS holders if ADRs are to be forwarded herewith. An Agent’s Message must be utilized if delivery of ADSs is to be made by book-entry transfer to an account maintained by the U.S. Receiving Agent at DTC pursuant to the procedures for book-entry transfer. ADRs evidencing ADSs or confirmation of any book-entry transfer into the U.S. Receiving Agent’s account at DTC of ADSs delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or an originally signed facsimile thereof) with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message and any other documents required by this Letter of Transmittal, must be delivered to the U.S. Receiving Agent at one of its addresses set forth herein prior to the Expiration Time on the Expiration Date, unless the U.S. Offer is extended or earlier terminated. If ADRs are forwarded to the U.S. Receiving Agent in multiple deliveries, a properly completed and duly executed Letter of Transmittal (or an originally signed facsimile thereof) must accompany each such delivery.

The term “Agent’s Message” means a message transmitted by means of DTC to, and received by, the U.S. Receiving Agent and forming a part of a book-entry confirmation which states that DTC has received an express acknowledgment from the DTC participant tendering Shares underlying ADSs that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Bidders may enforce such agreement against the participant.

The method of delivery of ADRs and all other required documents is at the sole option and risk of the tendering holders of ADSs. ADRs will be deemed delivered only when actually received by the U.S. Receiving Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted, and no number of underlying Shares that would represent a fractional ADS will be purchased. By executing this Letter of Transmittal, all tendering ADS holders waive any right to receive any notice of the purchase of Shares underlying their ADSs by the Bidders.

3. Inadequate Space. If the space provided herein is inadequate, the serial numbers of the ADRs, the total number of ADSs evidenced by such ADRs, the number of ADSs representing the Shares tendered and any other required information should be listed on a separate signed schedule attached hereto.

4. Partial Tenders. If fewer than all of the ADSs evidenced by ADRs delivered to the U.S. Receiving Agent are to be tendered, fill in the number of ADSs to be tendered in Box 1: “Number of ADSs To Be Tendered.” In such case, new ADRs evidencing the remainder of the ADSs will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in Box 3: “Special Delivery Instructions” on this Letter of Transmittal, as soon as practicable after the date on which such ADSs are purchased in the U.S. Offer. All the ADSs delivered to the U.S. Receiving Agent will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the ADSs representing Shares tendered hereby, the signature(s) must correspond to the name(s) as written on the face of the ADRs evidencing those ADSs without any alteration or change whatsoever. DO NOT SIGN THE BACK OF THE ADRs.

If any of the ADSs tendered hereby is owned of record by two or more joint holders, all such holders must sign this Letter of Transmittal. If any of the ADSs tendered in the tender offer is registered in different names on several ADRs, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of ADRs.

If this Letter of Transmittal or any ADRs or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Bidders of their authority to act must be submitted.

If this Letter of Transmittal is signed by the registered holder(s) of the ADSs listed and transmitted hereby, no endorsements of ADRs or separate stock powers are required.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the ADSs tendered hereby, the ADRs evidencing the ADSs must be endorsed or accompanied by appropriate stock powers signed exactly as the name(s) of the registered holder(s) appear(s) on such ADRs. Signatures on such ADRs or stock powers must be guaranteed by an Eligible Institution.

6. Stock Transfer Taxes. The registered holder(s) of the ADSs listed and transmitted hereby must pay any stock transfer taxes (a) with respect to the transfer of ADSs and the sale of the Shares underlying such ADSs to the Bidders or the holder’s sell order pursuant to the U.S. Offer to Purchase and (b) if ADSs not tendered or purchased in the tender offer are to be registered in the name of any person(s) other than the registered holder(s), with respect to the transfer to such person(s). Any such stock transfer taxes (whether imposed on the registered holder(s) or any other person(s)) will be deducted from the Offer Price, unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. Except as otherwise provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the ADSs listed and transmitted hereby.

7. Special Issuance and Delivery Instructions. If the payment for ADSs purchased in the tender offer and/or ADRs evidencing ADSs not tendered or purchased in the tender offer is or are to be issued in the name of a person other than the signatory of this Letter of Transmittal or if such payment is to be sent and/or such ADRs are to be returned to a person other than the signatory of this Letter of Transmittal or to an address other than that indicated in Box 1: “Description of ADSs To Be Tendered,” the appropriate Special Delivery Instructions (Box 3) and/or Special Issuance Instructions (Box 2) on this Letter of Transmittal should be completed.

8. Waiver of Conditions. The Bidders, in accordance with the terms set forth in the U.S. Offer to Purchase, have reserved the right to waive all or any of the Conditions to the tender offer described in “THE U.S. OFFER — Section 15. Certain Conditions to the U.S. Offer” in the U.S. Offer to Purchase, in whole or in part, on or before the Expiration Time on the Expiration Date or the New Expiration Date, as applicable, to the extent permitted by law.

9. Requests for Assistance or Additional Copies. Holders of ADSs may use this Letter of Transmittal to tender their ADSs. Holders of Shares may not tender their Shares using this Letter of Transmittal, except insofar as such Shares are represented by ADSs. Questions and requests for assistance or additional copies of the U.S. Offer to Purchase or this Letter of Transmittal may be directed to the U.S. Information Agent at the addresses and telephone numbers set forth on the back cover of this Letter of Transmittal.

10. Holders of Shares. This Letter of Transmittal cannot be used to tender Shares, except insofar as Shares are represented by ADSs. If you hold Shares that are not represented by ADSs and you are a U.S. Person, you can only tender such Shares in the U.S. Offer by following the instructions in “THE U.S. OFFER — Section 3. Procedure for Tendering in the U.S. Offer — Holders of Shares” in the U.S. Offer to Purchase. Please refer to the U.S. Offer to Purchase for more information and contact the U.S. Information Agent with any questions.

11. Lost, Destroyed or Stolen ADRs. If any ADRs evidencing ADSs have been lost, destroyed, mutilated or stolen, the holder should complete and sign this Letter of Transmittal and return it to the U.S. Receiving Agent indicating the number of ADRs that have been lost, destroyed, mutilated or stolen in Box 1: “Description of ADSs To Be Tendered”, or call the U.S. Information Agent in the United States at 1-877-289-0143 (Toll-Free), from outside the United States at 1-201-680-5235, and banks and brokers at 1-201-680-5235, for further instructions as to the steps that must be taken in order to replace the ADRs. This Letter of Transmittal and related documents cannot be processed, and the Shares underlying the ADSs evidenced by such ADRs cannot be tendered, until the procedures for replacing lost or destroyed ADRs have been complied with. There will be no guaranteed delivery process available to tender ADSs.

12. Backup Withholding. Under U.S. federal income tax law, a holder that tenders ADSs in the tender offer is required to provide the U.S. Receiving Agent either (a) a properly completed Internal Revenue Service (“IRS”) Form W-9, with its correct taxpayer identification number (“TIN”), if the holder is a U.S. person, or (b) if the holder is not a U.S. person, a properly completed IRS Form W-8BEN or a properly completed Form W-8IMY, or other applicable form, as appropriate, available from the IRS at http://www.irs.gov. Instructions for completing these IRS forms are available from the IRS at http://www.irs.gov.

Under U.S. federal income tax law, payment of cash by the U.S. Receiving Agent may be subject to U.S. backup withholding tax at a rate of 28% unless the holder establishes entitlement to an exemption. If backup withholding applies, the U.S. Receiving Agent is required to withhold 28% of any payments to be made to the holder. Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of such tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained by filing a tax return with the IRS. The U.S. Receiving Agent cannot refund amounts withheld by reason of backup withholding.

In order to avoid such backup withholding, each holder delivering ADSs to the U.S. Receiving Agent should (a) provide its TIN and certify, under penalties of perjury, that the TIN so provided is correct and that (i) the holder has not been notified by the IRS that the holder is subject to backup withholding as a result of failure to report all interest or dividends, or (ii) the IRS has notified the holder that the holder is no longer subject to backup withholding; or (b) provide an adequate basis for an exemption. In general, if a U.S. holder is an individual, the TIN is his or her social security number. If the U.S. Receiving Agent is not provided with the correct TIN, such holder may be subject to a $50 penalty imposed by the IRS and payments that are made to such holder with respect to ADSs representing Shares tendered and accepted for purchase in the tender offer may be subject to backup withholding. A holder that makes a false statement with no reasonable basis that results in no backup withholding is subject to a $500 penalty. Willfully falsifying certifications or affirmations may subject the holder to criminal penalties, including fines and/or imprisonment.

13. Withdrawal Rights. Tenders of ADSs made pursuant to the U.S. Offer may be withdrawn at any time on or prior to the Expiration Time on the Expiration Date or the New Expiration Date, as applicable or, thereafter, until such time as the Bidders announce that the Required Regulatory Approval has been obtained and that they will pay the Offer Price. Any tender of Securities will be irrevocable after that time. See “THE U.S. OFFER — Section 5. Withdrawal Rights” in the U.S. Offer to Purchase.

To be effective, a written or facsimile transmission notice of withdrawal must be timely received by the U.S. Receiving Agent at its address set forth on the back cover of the U.S. Offer to Purchase and must specify the name of the person who tendered ADSs to be withdrawn and the number of ADSs to be withdrawn and the name of the registered holder of ADSs, if different from that of the person who tendered such ADSs. If the ADSs to be withdrawn have been delivered to the U.S. Receiving Agent, a signed notice of withdrawal with (except in the case of ADSs tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted prior to the release of such ADSs. In addition, such notice must specify, in the case of ADSs tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering holder) and the serial numbers shown on the particular certificates evidencing the ADSs to be withdrawn or, in the case ADSs tendered by book-entry transfer, the name and number of the account at one of the Book-Entry Transfer Facilities to be credited with the withdrawn ADSs. Withdrawals may not be rescinded (without the written consent of the Bidders), and ADSs withdrawn will thereafter be deemed not validly tendered for purposes of the U.S. Offer. However, withdrawn ADSs may be re-tendered by again following one of the procedures described in Section 4 of the U.S. Offer to Purchase, at any time prior to the Expiration Time on the Expiration Date or the New Expiration Date, as applicable.

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Bidders, in their sole discretion, subject to applicable law, which determination shall be final and binding. None of the Bidders, the U.S. Receiving Agent, the U.S. Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification.

Important: This Letter of Transmittal, together with the ADRs, or an Agent’s Message (as defined in Instruction 2 herein), together with confirmation of book-entry transfer of ADSs through DTC, and all other required documents, must be received by the U.S. Receiving Agent on or prior to the Expiration Time Expiration Date, unless the tender offer is extended.

The U.S. Information Agent for the U.S. Offer is:

BNY Mellon Shareowner Services

480 Washington Blvd.,

Jersey City, NJ 07310

In the United States: Call 1-877-289-0143 (Toll-Free)

Outside the United States: Call 1-201-680-5235

Banks and Brokers: 1-201-680-5235

EX-99.A.1.E 7 y71140exv99waw1we.htm EX-99.A.1.E: FORM OF LETTER TO BROKERS EX-99.A.1.E

Exhibit (a)(1)(E)

U.S. Offer to Purchase for Cash

All Outstanding Class A Shares, Class B Shares,

Class C Shares and Class D Shares held by U.S. Persons

and All Outstanding American Depositary Shares

(each representing one Class D Share)

YPF Sociedad Anónima

Petersen Energía Inversora, S.A.,

Enrique Eskenazi, Sebastián Eskenazi,

Matías Eskenazi Storey and

Ezequiel Eskenazi Storey

Pursuant to the U.S. Offer to Purchase dated September 11, 2008

THIS U.S. OFFER CAN BE ACCEPTED BY HOLDERS OF AMERICAN DEPOSITARY SHARES, BY 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER, 2008, UNLESS THE TENDER OFFER IS EXTENDED OR EARLIER TERMINATED.

September 11, 2008

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Enclosed is an offer to purchase, dated September 11, 2008 (the “U.S. Offer to Purchase”) and the related letter of transmittal (the “Letter of Transmittal,” and together with the U.S. Offer to Purchase, as amended or supplemented from time to time, the “Offer Documents”) relating to the tender offer by Petersen Energía Inversora, S.A. (“Purchaser”), a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain and a direct wholly-owned subsidiary of Petersen Energía Inversora Holding GmbH, a limited liability company (GmbH) organized under the laws of the Republic of Austria (“Holding”), and by Enrique Eskenazi, Sebastián Eskenazi, Matías Eskenazi Storey and Ezequiel Eskenazi Storey (collectively, the “Eskenazi Family”, and together with the Purchaser, the “Bidders”) to purchase (1) Class A Shares, Class B Shares, Class C Shares and Class D Shares of YPF Sociedad Anónima (“YPF” or the “Issuer”), a corporation organized under the laws of the Republic of Argentina (“Argentina”) (all such shares having par value of 10 Pesos per share, collectively, the “Shares”) held by U.S. Persons and (2) the American Depositary Shares (each representing one Class D Share) (the “ADSs”; and together with the Shares, the “Securities”), at a price of U.S. $49.45 (forty-nine dollars and forty-five cents) per Security, in cash (the “Offer Price”), without interest thereon less any required withholding taxes and, if applicable, any Distributions, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “U.S. Offer” ). The U.S. Offer is being made in conjunction and simultaneously with an offer by Purchaser in Argentina for all outstanding Shares (but not ADSs) (whether or not held by U.S. Persons) (the “Argentine Offer,” and together with the U.S. Offer, the “Offers”). The price offered in the Argentine Offer is the same as the Offer Price in the U.S. Offer, payable in Argentine pesos in the case of the Argentine Offer. The Bidders do not intend to change the Offer Price and, while the Offers are open, will not purchase or make any arrangements to purchase Securities, other than pursuant to the Offers.

All terms not otherwise defined herein have the meaning set forth in the U.S. Offer to Purchase. Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold ADSs in your name or in the name of your nominee.

The U.S. Offer is not conditioned on any minimum number of Securities being tendered. However, the U.S. Offer is subject to other Conditions. See “THE U.S. OFFER — Section 15. Conditions of the U.S. Offer” in the U.S. Offer to Purchase.

For your information, and for forwarding to those clients for which you hold ADSs registered in your name or in the name of your nominee, we are enclosing the following documents:

1. The U.S. Offer to Purchase;

2. The Letter of Transmittal (to be used for guidance by clients for whose account you hold ADSs registered in your name or in the name of a nominee); and

3. A printed form of letter that may be sent to clients for whose account you hold ADSs registered in your name or in the name of a nominee, with an Instruction Form attached for obtaining such clients’ instructions with regard to the tender offer.

The enclosed Letter of Transmittal cannot be used to tender Shares, except insofar as Shares are represented by ADSs, on behalf of clients for whose account you hold ADSs registered in your name or in the name of a nominee. Shares not represented by ADSs held by U.S. Persons can only be tendered in the U.S. Offer by following the instructions in the Offer Documents. See Instruction 10 of the Letter of Transmittal.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

Please note the following:

1. In order to participate in the tender offer, holders of ADSs may tender the Shares underlying their ADSs through The Bank of New York Mellon, as “U.S. Receiving Agent”, in accordance with the instructions set forth in the Offer Documents. As an alternative to tendering the Shares underlying its ADSs through the U.S. Receiving Agent, an ADS holder may also surrender its ADSs to The Bank of New York Mellon, as ADS depositary, withdraw the Shares underlying the ADSs from the ADS program and participate directly in the U.S. Offer or the Argentine Offer as a holder of Shares, allowing sufficient time to complete all necessary steps and make all required arrangements. See “THE U.S. OFFER — Section 3. Procedure for Tendering in the U.S. Offer — Holders of Shares” in the U.S. Offer to Purchase.

2. After purchase by the Bidders of the Shares represented by ADSs tendered through the U.S. Receiving Agent and receipt by U.S. Receiving Agent of payment of the consideration for those Shares, the U.S. Receiving Agent will pay to the applicable holders of ADSs the Offer Price in cash, settled in U.S. dollars without interest thereon and less any required fees and expenses (See “THE U.S. OFFER — Section 17. Fees and Expenses” in the U.S. Offer to Purchase) and withholding taxes (See “THE U.S. OFFER — Section 17. Certain Tax Considerations” in the U.S. Offer to Purchase) and, if applicable, any Distributions. The ADS cancellation fee is payable to The Bank of New York Mellon, as depositary under the deposit agreement governing YPF’s ADS program. In addition, ADS holders must pay any taxes or governmental charges payable in connection with the cancellation of ADSs representing Shares purchased in the tender offer. ADS holders will receive the Offer Price for Shares represented by ADSs purchased in the U.S. Offer by means of delivery of funds to the account indicated or, in the case of ADSs held through The Depository Trust Company (“DTC”), by means of delivery of funds to the account maintained at DTC by the tendering participant.

3. U.S. federal income tax backup withholding at a rate of 28% may be required, unless the required taxpayer identification information is provided. See Instruction 12 of the Letter of Transmittal.

4. Any holder of ADSs that wishes to tender Shares underlying ADSs through the U.S. Receiving Agent must do so no later than the Expiration Time on the Expiration Date or the New Expiration Date, as applicable. See “THE U.S. OFFER — Section 3. Procedure for Tendering in the U.S. Offer — Holders of ADSs” in the U.S. Offer to Purchase.

5. In order to participate in the U.S. Offer through the U.S. Receiving Agent, the following must be delivered to the U.S. Receiving Agent prior to the Expiration Time on the Expiration Date or the New Expiration Date, as applicable: (a) American Depositary Receipts (“ADRs”) evidencing the tendered ADSs and the enclosed Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or (b) in the case of a book-entry transfer through DTC, an Agent’s Message (as defined in the Letter of Transmittal), in each case together with any other documents required by the U.S. Receiving Agent and in accordance with the instructions set forth in the Letter of Transmittal.

The Bidders will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Shares represented by ADSs pursuant to the Offer Documents. In addition, the Bidders will not pay any transfer taxes payable on the transfer of Shares represented by ADSs to it. See Instruction 6 to the Letter of Transmittal. The Bidders will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients.

Any inquiries you may have with respect to the U.S. Offer and requests for copies of the enclosed materials should be addressed to BNY Mellon Shareowner Services, the Information Agent for the U.S. Offer, at the addresses and telephone numbers set forth on the back cover page of the Letter of Transmittal.

Very truly yours,

Petersen Energía Inversora, S.A.,

Enrique Eskenazi,

Sebastián Eskenazi,

Matías Eskenazi Storey, and

Ezequiel Eskenazi Storey

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE BIDDERS, YPF, THE U.S. RECEIVING AGENT, THE U.S. INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE U.S. OFFER, OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

EX-99.A.1.F 8 y71140exv99waw1wf.htm EX-99.A.1.F: FORM OF LETTER TO CLIENTS EX-99.A.1.F

Exhibit (a)(1)(F)

U.S. Offer to Purchase for Cash

All Outstanding Class A Shares, Class B Shares,

Class C Shares and Class D Shares held by U.S. Persons

and All Outstanding American Depositary Shares

(each representing one Class D Share)

YPF Sociedad Anónima

Petersen Energía Inversora, S.A.,

Enrique Eskenazi, Sebastián Eskenazi,

Matías Eskenazi Storey and

Ezequiel Eskenazi Storey

Pursuant to the U.S. Offer to Purchase dated September 11, 2008

THIS U.S. OFFER CAN BE ACCEPTED BY HOLDERS OF AMERICAN DEPOSITARY SHARES, BY 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 20, 2008, UNLESS THE TENDER OFFER IS EXTENDED OR EARLIER TERMINATED.

September 11, 2008

To Our Clients:

Enclosed for your consideration is an offer to purchase, dated September 11, 2008 (the “U.S. Offer to Purchase”) and the related letter of transmittal (the “Letter of Transmittal,” and together with the U.S. Offer to Purchase, as amended or supplemented from time to time, the “Offer Documents”) by Petersen Energía Inversora, S.A. (“Purchaser”), a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain and a direct wholly-owned subsidiary of Petersen Energía Inversora Holding GmbH, a limited liability company (GmbH) organized under the laws of the Republic of Austria (“Holding”), and by Enrique Eskenazi, Sebastián Eskenazi, Matías Eskenazi Storey and Ezequiel Eskenazi Storey (collectively, the “Eskenazi Family”, and together with the Purchaser, the “Bidders”) to purchase (1) Class A Shares, Class B Shares, Class C Shares and Class D Shares of YPF Sociedad Anónima (“YPF” or the “Issuer”), a corporation organized under the laws of the Republic of Argentina (“Argentina”) (all such shares having par value of 10 Pesos per share, collectively, the “Shares”) held by U.S. Persons and (2) the American Depositary Shares (each representing one Class D Share) (the “ADSs”; and together with the Shares, the “Securities”), at a price of U.S. $49.45 (forty-nine dollars and forty-five cents) per Security, in cash (the “Offer Price”), without interest thereon, less any required withholding taxes and, if applicable, any Distributions, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “U.S. Offer” ). The U.S. Offer is being made in conjunction and simultaneously with an offer by Purchaser in Argentina for all outstanding Shares (but not ADSs) (whether or not held by U.S. Persons) (the “Argentine Offer,” and together with the U.S. Offer, the “Offers”). The price offered in the Argentine Offer is the same as the Offer Price in the U.S. Offer, payable in Argentine pesos in the case of the Argentine Offer. The Bidders

do not intend to amend the Offer Price and, while the Offers are open, will not purchase or make any arrangements to purchase Securities, other than pursuant to the Offers.

All terms not otherwise defined herein have the meaning set forth in the U.S. Offer to Purchase.

We are (or our nominee is) the holder of record of ADSs held by us for your account. A tender of the Shares underlying such ADSs can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares underlying ADSs held by us for your account.

Accordingly, we request instructions as to whether you wish to have us tender on your behalf any or all of the Shares underlying the ADSs held by us for your account through the U.S. Receiving Agent, pursuant to the terms and subject to the conditions set forth in the Offer Documents.

The enclosed Instruction Form cannot be used to tender Shares, except insofar as Shares are represented by ADSs. If you hold Shares that are not represented by ADSs, you can only tender such Shares into the U.S. Offer or the Argentine Offer by following the instructions in the Offer Documents. See Instruction 10 of the Letter of Transmittal.

Please note the following:

2. After purchase by the Bidders of the Shares represented by ADSs tendered through the U.S. Receiving Agent and receipt by U.S. Receiving Agent of payment of the consideration for those Shares, the U.S. Receiving Agent will pay to the applicable holders of ADSs the Offer Price, settled in U.S. dollars, in cash, without interest thereon and less any required fees and expenses (See “THE U.S. OFFER — Section 17. Fees and Expenses” in the U.S. Offer to Purchase) and withholding taxes (See “THE U.S. OFFER — Section 17. Certain Tax Considerations” in the U.S. Offer to Purchase) and, if applicable, any Distributions. The ADS cancellation fee is payable to The Bank of New York Mellon, as depositary under the deposit agreement governing YPF’s ADS program. In addition, ADS holders must pay any taxes or governmental charges payable in connection with the cancellation of ADSs representing Shares purchased in the tender offer. ADS holders will receive the Offer Price for Shares represented by ADSs purchased in the U.S. Offer by means of delivery of funds to the account indicated or, in the case of ADSs held through The Depository Trust Company (“DTC”), by means of delivery of funds to the account maintained at DTC by the tendering participant.

3. U.S. federal income tax backup withholding at a rate of 28% may be required, unless the required taxpayer identification information is provided. See Instruction 12 of the Letter of Transmittal.

5. In order to participate in the U.S. Offer through the U.S. Receiving Agent, the following must be delivered to the U.S. Receiving Agent prior to the ADS Expiration Time on the Expiration Date: (a) American Depositary Receipts (“ADRs”) evidencing the tendered ADSs and the enclosed Letter of Transmittal, properly

completed and duly executed, with any required signature guarantees or (b) in the case of a book-entry transfer through DTC, an Agent’s Message (as defined in the Letter of Transmittal), in each case together with any other documents required by the U.S. Receiving Agent and in accordance with the instructions set forth in the Letter of Transmittal.

If you wish to have us tender any or all of the Shares underlying ADSs held by us for your account through the U.S. Receiving Agent, please so instruct us by completing, executing, detaching and returning to us the Instruction Form enclosed herein. If you authorize the tender of the Shares underlying your ADSs, the Shares underlying all such ADSs will be tendered unless otherwise specified below. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER THROUGH THE U.S. RECEIVING AGENT ON YOUR BEHALF PRIOR THE EXPIRATION TIME ON THE EXPIRATION DATE OR THE NEW EXPIRATION DATE, AS APPLICABLE.

The U.S. Offer is made solely by the U.S. Offer to Purchase and the related Letter of Transmittal. The Bidders are not aware of any jurisdiction where the making of the U.S. Offer would not be in compliance with the laws of that jurisdiction. If the Bidders become aware of any jurisdiction in which the making of the U.S. Offer would not be in compliance with applicable law, the Bidders will make a good faith effort to comply with any such law. If, after such good faith effort, the Bidders cannot comply with any such law, the U.S. Offer will not be made to (nor will elections to tender Shares be accepted from or on behalf of) the holders of Shares, and holders of ADSs representing Shares, in that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the U.S. Offer to be made by a licensed broker or dealer, the U.S. Offer will be deemed to be made on behalf of the Bidders by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Instruction Form

The undersigned acknowledge(s) receipt of your letter and the U.S. Offer to Purchase dated September 11, 2008, and the related Letter of Transmittal in connection with the U.S. Offer.

This will instruct you to tender through The Bank of New York Mellon, as U.S. Receiving Agent, the number of Shares underlying the ADSs indicated below (or if no number is indicated below, all the Shares underlying the ADSs) held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase and the related Letter of Transmittal.


Dated: , 2008		Number of ADSs representing Shares to be tendered*





		Signature(s)



		Please Print Name(s)



		Address(es)



		Area Code and Tel. No.



		Social Security No.


*		Unless otherwise indicated, it will be assumed that the Shares underlying all your ADSs are to be tendered.

EX-99.A.1.G 9 y71140exv99waw1wg.htm EX-99.A.1.G: FORM OF LETTER TO BROKERS EX-99.A.1.G

Exhibit (a)(1)(G)

U.S. Offer to Purchase for Cash

All Outstanding Class A Shares, Class B Shares,

Class C Shares and Class D Shares held by U.S. Persons

and all Outstanding American Depositary Shares

(each representing one Class D Share)

YPF Sociedad Anónima

Petersen Energía Inversora, S.A.,

Enrique Eskenazi, Sebastián Eskenazi,

Matías Eskenazi Storey and

Ezequiel Eskenazi Storey

Pursuant to the U.S. Offer to Purchase dated September 11, 2008

THIS U.S. OFFER CAN BE ACCEPTED BY U.S. HOLDERS OF SHARES BY 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 20, 2008, UNLESS THE TENDER OFFER IS EXTENDED OR EARLIER TERMINATED.

September 11, 2008

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Enclosed is an offer to purchase, dated September 11, 2008 (the “U.S. Offer to Purchase”) and the Form of Acceptance, Form of Withdrawal and other related documents in connection with the tender offer by Petersen Energía Inversora, S.A. (“Purchaser”), a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain and a direct wholly-owned subsidiary of Petersen Energía Inversora Holding GmbH, a limited liability company (GmbH) organized under the laws of the Republic of Austria (“Holding”), and by Enrique Eskenazi, Sebastián Eskenazi, Matías Eskenazi Storey and Ezequiel Eskenazi Storey (collectively, the “Eskenazi Family”, and together with the Purchaser, the “Bidders”), to purchase (1) Class A Shares, Class B Shares, Class C Shares and Class D Shares of YPF Sociedad Anónima (“YPF” or the “Issuer”), a corporation organized under the laws of the Republic of Argentina (“Argentina”) (all such shares having par value of 10 Pesos per share, collectively, the “Shares”) held by U.S. Persons and (2) the American Depositary Shares (each representing one Class D Share) (the “ADSs”; and together with the Shares, the “Securities”), at a price of U.S. $49.45 (forty-nine dollars and forty-five cents) per Security, in cash (the “Offer Price”), without interest thereon, less any required withholding taxes and, if applicable, any Distributions, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase and in the related Form of Acceptance (which, together with any amendments or supplements thereto, collectively constitute the “U.S. Offer”). The U.S. Offer is being made in conjunction and simultaneously with an offer by Purchaser in Argentina for all outstanding Shares (but not ADSs) (the “Argentine Offer,” and together with the U.S. Offer, the “Offers”). The price offered in the Argentine Offer is the same as the Offer Price in the U.S. Offer, payable in Argentine pesos in the case of the Argentine Offer. The Bidders do not intend to change the Offer Price and, while the Offers are open, will not purchase or make any arrangements to purchase Securities, other than pursuant to the Offers.

All terms not otherwise defined herein have the meaning set forth in the U.S. Offer to Purchase.

For your information, and for forwarding to those clients for which you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. The U.S. Offer to Purchase;

2. A printed form of letter that may be sent to clients for whose account you hold Shares registered in your name or in the name of a nominee, with space provided for obtaining such client’s instructions with regard to the U.S. Offer;

3. The Form of Acceptance to be used by holders of Shares in accepting the U.S. Offer; and

4. The Form of Withdrawal.

ADSs cannot be tendered by means of the enclosed U.S. Form of Acceptance (which is exclusively for use in respect of Shares). If you hold ADSs, an Letter of Transmittal for tendering such ADSs into the U.S. Offer can be obtained from the U.S. Information Agent in the United States at 1-877-289-0143 (Toll-Free), from outside the United States at 1-201-680-5235, and banks and brokers at 1-201-680-5235.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

Please note the following:

1. Any U.S. Person desiring to accept the U.S. Offer in respect of all or any portion of the held Shares, should complete Boxes 1 and 3 and, if appropriate, Box 4 and sign Box 2 of the U.S. Form of Acceptance in accordance with the instructions printed thereon. An accepting holder of Shares should then submit the U.S. Form of Acceptance, together with a certificate issued by the Caja de Valores evidencing the transfer of the tendered Shares to the Tender Account, to the U.S. Receiving Agent by hand delivery at the address shown on the back cover of the U.S. Offer to Purchase during normal business hours no later than the Expiration Time on the Expiration Date or the New Expiration Date, as applicable. See “THE U.S. OFFER — Section 3. Procedure for Tendering in the U.S. Offer — Holders of Shares” in the U.S. Offer to Purchase.

2. After purchase by the Bidders of the Shares tendered through the Argentine Custodian and receipt by the U.S. Receiving Agent of payment of the consideration for those Shares, the U.S. Receiving Agent will pay to the applicable holders of Shares the Offer Price, settled in U.S. dollars, in cash, without interest thereon and less any required fees and expenses (See “THE U.S. OFFER — Section 17. Fees and Expenses” in the U.S. Offer to Purchase), and any withholding taxes (See “THE U.S. OFFER — Section 17. Certain Tax Considerations” in the U.S. Offer to Purchase) and, if applicable, any Distributions. Payment for Shares will be made by deposit of the Offer Price therefore in U.S. dollars with the U.S. Receiving Agent and subsequent payment to tendering holders through the U.S. Receiving Agent by a check to be mailed to the address indicated.

3. U.S. federal income tax backup withholding at a rate of 28% may be required, unless the required taxpayer identification information is provided.

The Bidders will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Shares pursuant to the U.S. Offer other than those fees and commissions described in “THE U.S. OFFER — Section 17. Fees and Expenses” in the U.S. Offer to Purchase. In addition, the Bidders will not pay any transfer taxes payable on the transfer of Shares to them. The Bidders will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients.

Any inquiries you may have with respect to the U.S. Offer and requests for copies of the enclosed materials should be addressed to BNY Mellon Shareowner Services, the U.S. Information Agent for the U.S. Offer, at the addresses and telephone numbers set forth on the back cover page of the U.S. Offer to Purchase.

Very truly yours,

Petersen Energía Inversora, S.A.,

Enrique Eskenazi,

Sebastián Eskenazi,

Matías Eskenazi Storey, and

Ezequiel Eskenazi Storey

EX-99.A.1.H 10 y71140exv99waw1wh.htm EX-99.A.1.H: FORM OF LETTER TO CLIENTS EX-99.A.1.H

Exhibit (a)(1)(H)

U.S. Offer to Purchase for Cash

All Outstanding Class A Shares, Class B Shares,

Class C Shares and Class D Shares held by U.S. Persons

And All Outstanding American Depositary Shares

(each representing one Class D Share)

YPF Sociedad Anónima

Petersen Energía Inversora, S.A.,

Enrique Eskenazi, Sebastián Eskenazi,

Matías Eskenazi Storey and

Ezequiel Eskenazi Storey

Pursuant to the U.S. Offer to Purchase dated September 11, 2008

THIS U.S. OFFER CAN BE ACCEPTED BY U.S. HOLDERS OF SHARES BY 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 20, 2008, UNLESS THE TENDER OFFER IS EXTENDED OR EARLIER TERMINATED.

September 11, 2008

To Our Clients:

Enclosed for your consideration is an offer to purchase, dated September 11, 2008 (the “U.S. Offer to Purchase”) and the Form of Acceptance, Form of Withdrawal and other related documents in connection with the tender offer by Petersen Energía Inversora, S.A. (“Purchaser”), a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain and a direct wholly-owned subsidiary of Petersen Energía Inversora Holding GmbH, a limited liability company (GmbH) organized under the laws of the Republic of Austria (“Holding”), and by Enrique Eskenazi, Sebastián Eskenazi, Matías Eskenazi Storey and Ezequiel Eskenazi Storey (collectively, the “Eskenazi Family”, and together with the Purchaser, the “Bidders”), to purchase (1) Class A Shares, Class B Shares, Class C Shares and Class D Shares of YPF Sociedad Anónima (“YPF” or the “Issuer”), a corporation organized under the laws of the Republic of Argentina (“Argentina”) (all such shares having par value of 10 Pesos per share, collectively, the “Shares”) held by U.S. Persons and (2) the American Depositary Shares (each representing one Class D Share) (the “ADSs”; and together with the Shares, the “Securities”), at a price of U.S. $49.45 (forty-nine dollars and forty-five cents) per Security, in cash (the “Offer Price”), without interest thereon, less any required withholding taxes and, if applicable, any Distributions, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase and in the related Form of Acceptance (which, together with any amendments or supplements thereto, collectively constitute the “U.S. Offer” ). The U.S. Offer is being made in conjunction and simultaneously with an offer by Purchaser in Argentina for all outstanding Shares (but not ADSs) (the “Argentine Offer,” and together with the U.S. Offer, the “Offers”). The price offered in the Argentine Offer is the same as the Offer Price in the U.S. Offer, payable in Argentine pesos in the case of the Argentine Offer. The Bidders do not intend to change the Offer Price and, while the Offers are open, will not purchase or make any arrangements to purchase Securities, other than pursuant to the Offers.

All terms not otherwise defined herein have the meaning set forth in the U.S. Offer to Purchase.

We are (or our nominee is) the holder of record of Shares held by us for your account. A tender of the Shares can be made only by us as the holder of record and pursuant to your instructions. The Form of Acceptance is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

Accordingly, we request instructions as to whether you wish to have us tender on your behalf any or all of the Shares held by us for your account pursuant to the terms and subject to the conditions set forth in the U.S. Offer.

ADSs cannot be tendered by means of the enclosed Form of Acceptance (which is exclusively for use in respect of Shares). If you hold ADSs, a Letter of Transmittal for tendering such ADSs into the U.S. Offer can be obtained from the U.S. Information Agent in the United States at 1-877-289-0143 (Toll-Free), from outside the United States at 1-201-680-5235, and banks and brokers at 1-201-680-5235.

Please note the following:

1. Any U.S. Person desiring to accept the U.S. Offer in respect of all or any portion of the held Shares, should complete Boxes 1 and 3 and, if appropriate, Box 4 and sign Box 2 of the Form of Acceptance in accordance with the instructions printed thereon. An accepting holder of Shares should then submit the Form of Acceptance, together with a certificate issued by the Caja de Valores evidencing the transfer of the tendered Shares to the Tender Account, to the U.S. Receiving Agent by hand delivery at the address shown on the back cover of the U.S. Offer to Purchase during normal business hours no later than the Expiration Time on the Expiration Date or the New Expiration Date, as applicable. See “THE U.S. OFFER — Section 3. Procedure for Tendering in the U.S. Offer — Holders of Shares” in the U.S. Offer to Purchase.

2. After purchase by the Bidders of the Shares tendered through the Argentine Custodian and receipt by U.S. Receiving Agent of payment of the consideration for those Shares, the U.S. Receiving Agent will pay to the applicable holders of Shares the Offer Price, settled in U.S. dollars, in cash, without interest thereon and less any required fees and expenses (See “THE U.S. OFFER — Section 17. Fees and Expenses” in the U.S. Offer to Purchase) and any withholding taxes (See “THE U.S. OFFER — Section 17. Certain Tax Considerations” in the U.S. Offer to Purchase) and, if applicable, any Distributions. Payment for Shares will be made by deposit of the Offer Price therefore in U.S. dollars with the U.S. Receiving Agent and subsequent payment to tendering holders through the U.S. Receiving Agent by a check to be mailed to the address indicated.

3. U.S. federal income tax backup withholding at a rate of 28% may be required, unless the required taxpayer identification information is provided.

Any inquiries you may have with respect to the U.S. Offer and requests for copies of the enclosed materials should be addressed to BNY Mellon Shareowner Services, the U.S. Information agent for the U.S. Offer, at the addresses and telephone numbers set forth on the back cover page of the U.S. Offer to Purchase.

If you wish to have us tender any or all of the Shares held by us for your account, please so instruct us by completing, executing, detaching and returning to us the Instruction Form enclosed herein. If you authorize the tender of the Shares, all such Shares will be tendered unless otherwise specified below. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR THE EXPIRATION TIME ON THE EXPIRATION DATE.

Instruction Form

The undersigned acknowledge(s) receipt of your letter and the U.S. Offer to Purchase dated September 11, 2008, and the related Form of Acceptance in connection with the U.S. Offer.

This will instruct you to tender the number of Shares indicated below (or if no number is indicated below, all Shares) held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase and the related Form of Acceptance.


Dated: , 2008		Number of Shares to be tendered*





		Signature(s)



		Please Print Name(s)



		Address(es)



		Area Code and Tel. No.



		Social Security No.


*		Unless otherwise indicated, it will be assumed that all the Shares are to be tendered.

EX-99.A.1.I 11 y71140exv99waw1wi.htm EX-99.A.1.I: FORM OF SUMMARY ADVERTISEMENT EX-99.A.1.I

Exhibit (a)(1)(I)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares or ADSs (as defined below). The U.S. Offer (as defined below) is made solely by the U.S. Offer to Purchase, dated September 11, 2008, and the related documents and any amendments or supplements thereto. The Bidders (as defined below) are not aware of any state where the making of the U.S. Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If the Bidders become aware of any valid state statute prohibiting the making of the U.S. Offer or the acceptance of the Shares and/or ADSs pursuant thereto, the Bidders will make a good faith effort to comply with that state statute or seek to have such statute declared inapplicable to the U.S. Offer. If, after a good faith effort, the Bidders cannot comply with the state statute, the Bidders will not make the U.S. Offer to, nor will tenders be accepted from or on behalf of, the holders of Shares and/or ADSs in that state. Except as set forth above, the U.S. Offer is being made to all U.S. holders of Shares and all holders of ADSs. In any jurisdiction where the securities, “blue sky” or other laws require the U.S. Offer to be made by a licensed broker or dealer, the U.S. Offer will be deemed to be made on behalf of the Bidders by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Notice of U.S. Offer to Purchase for Cash
All Outstanding Class A Shares, Class B Shares,
Class C Shares and Class D Shares held by U.S. Persons
and All Outstanding American Depositary Shares
(each American Depositary Share representing one Class D Share)
of
YPF Sociedad Anónima
at
U.S. $49.45 (forty-nine dollars and forty-five cents) per share for each
Class A Share, Class B Share, Class C Share and Class D Share
and U.S. $49.45 (forty-nine dollars and forty-five cents) per each American
Depositary Share
by
Petersen Energía Inversora, S.A.,
Enrique Eskenazi, Sebastián Eskenazi,
Matías Eskenazi Storey and
Ezequiel Eskenazi Storey

Petersen Energía Inversora, S.A. (“Purchaser”), a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain, together with Enrique Eskenazi, Sebastián Eskenazi, Matías Eskenazi Storey and Ezequiel Eskenazi Storey (collectively, the “Eskenazi Family”, and together with the Purchaser, the “Bidders”) are offering to purchase (1) Class A Shares, Class B Shares, Class C Shares and Class D Shares of YPF Sociedad Anónima (“YPF” or the “Issuer”), a corporation (sociedad anónima) organized under the laws of the Republic of Argentina (“Argentina”) (all such shares having par value of 10 Pesos per share, collectively, the “Shares”) held by U.S. Persons (as defined in the U.S. Offer to Purchase) and (2) all outstanding American Depositary Shares (each representing one Class D Share of YPF) (the “ADSs”; and together with the Shares, the “Securities”), at a price of U.S. $49.45 (forty-nine dollars and forty-five cents) per Security, in cash (the “Offer Price”), without interest thereon, less any required withholding taxes and, if applicable, any Distributions (as defined below), upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase and in the related documents (which, together with any amendments or supplements thereto, collectively constitute the “U.S. Offer”). The U.S. Offer is being

made in conjunction with an offer by Purchaser in Argentina for all outstanding Shares (but not ADSs) (the “Argentine Offer,” and together with the U.S. Offer, the “Offers”). Non-U.S. Persons will not be permitted to tender their Shares in the U.S. Offer. ADSs (whether or not held by U.S. Persons) may only be tendered in the U.S. Offer. The price offered in the Argentine Offer is the same as the Offer Price in the U.S. Offer, payable in Argentine pesos in the case of the Argentine Offer. The Bidders do not intend to change the Offer Price and, while the Offers are open, will not purchase or make any arrangements to purchase Securities, other than pursuant to the Offers.

Upon consummation of the U.S. Offer, the Purchaser will acquire the Securities together with all economic and voting rights, including rights to Distributions declared on or after the Commencement Date (as defined below). If on or after the date hereof YPF should declare or pay any Distributions on the Securities that are payable or distributable to stockholders of record on a date prior to the transfer to the name of the Purchaser on YPF’s stock transfer records of Shares (in the case of Shares) and on the transfer records of the Depositary of ADSs (in the case of ADSs), in each case that are purchased pursuant to the U.S. Offer, then (i) the Offer Price payable by the Bidders per Security in the U.S. Offer will be reduced to the extent such Distributions are payable in cash and (ii) any non-cash Distributions received and held by a tendering holder shall be required to be promptly remitted and transferred to the U.S. Receiving Agent (as defined below) for the account of the Purchaser accompanied by appropriate documents of transfer. Pending such remittance, Purchaser will be entitled to all rights and privileges, as owner of any such non-cash Distributions and may withhold the entire Offer Price or deduct from the Offer Price the amount or value thereof, as determined by Purchaser in its sole discretion. “Distributions” mean any distributions declared or paid by YPF in respect of any tendered Securities on or after the Commencement Date including, but not limited to, any payments of dividends in cash or in kind (in Shares or securities of any type), distributions of reserves, reimbursements of capital, full or partial redemptions, distributions for capital reductions, or rights to purchase any Securities. For more information see “THE U.S. OFFER — Section 2. Acceptance for Payment and Payment.”

The Offers are being made to comply with the by-laws of YPF (the “By-laws”) in connection with the simultaneous acquisition by Purchaser from Repsol YPF, S.A. (“Repsol”) and certain of its affiliates, of 0.1% of the outstanding capital stock of YPF.

The Options were granted by Repsol in conjunction with the acquisition on February 21, 2008, by Petersen Energía, S.A. (“Petersen SA”), an affiliate of Purchaser, of 58,603,606 ADSs of YPF (the “Acquisition”) representing 14.9% of the total outstanding capital stock of YPF at a price per share of U.S. $38.13758 pursuant to the terms and subject to the conditions set forth in the Stock Purchase Agreement, dated February 21, 2008, between Repsol, certain of Repsol’s affiliates and Petersen SA (the “SPA”).

On May 7, 2008, the Eskenazi Family assigned all of its rights and obligations under the First Option to Purchaser. On May 20, 2008, Purchaser exercised the First Option. Upon consummation of the First Option, the Eskenazi Family will indirectly hold 15% of the total outstanding Securities. Under the By-laws, the Eskenazi Family, acting directly or through an affiliate, must make an offer to purchase all remaining outstanding Securities. Repsol agreed under the terms of the First Option and of a Shareholders’ Agreement among Repsol, certain Repsol’s affiliates, and Petersen SA, dated February 21, 2008 (the “SHA”), not to tender Securities held by it and its subsidiaries into the Offers.

THE OFFER PERIOD WILL COMMENCE AT 9 A.M., NEW YORK CITY TIME, ON THURSDAY, SEPTEMBER 11, 2008 (THE “COMMENCEMENT DATE”) AND WILL EXPIRE AT 5 P.M., NEW YORK CITY TIME, ON MONDAY, OCTOBER 20, 2008 (THE “EXPIRATION TIME”, “EXPIRATION DATE”, AND “OFFER PERIOD”, RESPECTIVELY), UNLESS THE OFFER IS EXTENDED. The Bidders will announce any decision to extend the U.S. Offer by a press release and an amendment to Schedule TO filed

with the Securities and Exchange Commission stating the new expiration date (the “New Expiration Date”) no later than 9:00 a.m., New York City time, on the first business day after the Expiration Date. No subsequent offering period will be available.

The SPA provides that the Acquisition is subject to approval by the Comisión Nacional de Defensa de la Competencia (the “Argentine Antitrust Authority” or “CNDC”). Similarly, the consummation of Purchaser’s acquisition of Securities pursuant to the First Option and pursuant to the Offers is conditioned upon obtaining CNDC approval of each such acquisition of Securities (such approvals, together with approval of the acquisition of Securities under the SPA, the “Required Regulatory Approval”).

The U.S. Offer is not conditioned on any minimum number of Securities being tendered nor it is subject to a financing condition. However, the U.S. Offer is subject to the satisfaction of the following conditions (the “Conditions”) whether during the Offer Period or until January 15, 2009: (a) the Required Regulatory Approval shall have been obtained; (b) the Bidders shall have not received a notice that the Required Regulatory Approval will be denied (the “Denial Notice”) nor a Required Regulatory Approval subject to conditions that are materially adverse to YPF (the “Conditioned Approval”) (See “THE U.S. OFFER — Section 16. Certain Legal Matters; Regulatory Approvals”); (c) there shall have not been threatened or instituted and pending any action or proceeding or any demand by any government or governmental, regulatory or administrative agency or authority or tribunal or any other person, domestic or foreign, or before any court, authority, agency or tribunal which prevents the making of either Offer, the acquisition of some or all of the Securities pursuant to either Offer or materially alters the terms or conditions of either Offer; and (d) there shall have not been any action taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction promulgated, enacted, entered, amended, enforced or applicable to either Offer by any court or any authority, agency or tribunal which would directly or indirectly (i) make the acceptance for payment of, or payment for, some or all of the Securities illegal or otherwise restrict or prohibit consummation of either Offer or (ii) delay or restrict the ability of the Bidders, or render the Bidders unable, to accept for payment or pay for some or all of the Securities. Notwithstanding the foregoing, the Conditions may be waived by the Bidders, in whole or in part, at any time and from time to time in their sole discretion, subject to applicable law.

A U.S. holder whose Shares are registered under its name in the share registry of YPF kept by Caja de Valores S.A. (“Caja de Valores”) and who intends to tender its Shares in the U.S. Offer must first transfer the Shares to the collective deposit system of Caja de Valores and follow the procedure described herein. A holder of Shares that does not have a cuenta comitente in the collective deposit system of Caja de Valores through a financial intermediary (“Custodian”), may open a cuenta comitente in its name through any Custodian. The Custodian will open a cuenta comitente at Caja de Valores in which it will deposit the stock certificate issued by Caja de Valores (“Certificate”) and a cash account, in the name of the holder of Shares. For purposes of the U.S. Offer to Purchase, a “cuenta comitente” shall mean an account opened by a Custodian at Caja de Valores in the name of a holder of Shares. Once the applicable requirements are met, the cuenta comitente has been opened, and the Shares have been credited to such cuenta comitente, the U.S. holder may tender its Shares in the U.S. Offer, following the following steps: (i) the U.S. holder of Shares shall request its Custodian to instruct Caja de Valores to transfer its Shares to the custodian retained by the U.S. Receiving Agent in Argentina (the “Argentine Custodian”) to the account opened by the Argentine Custodian in the name of the U.S. Receiving Agent for purposes of the U.S. Offer (Depositante No. 583, Comitente No. 1,354,127) with Caja de Valores (the “U.S. Tendered Shares Account”); (ii) the Custodian will obtain from Caja de Valores a certificate evidencing the tendering of the Shares in the U.S. Offer and the transfer and registration of the Shares in favor of the Argentine Custodian in the U.S. Tendered Shares Account (the “Tender Certificate”); and (iii) once the corresponding transfer is completed, a U.S. holder of Shares who wishes to tender its Shares in the U.S. Offer shall file a completed and signed Form of Acceptance, the Tender Certificate, and all other documentation that the U.S. Receiving Agent may request, with the U.S. Receiving Agent at the address indicated in the U.S. Offer to Purchase during normal business hours, no later than the Expiration Time on the Expiration Date. U.S. holders whose Shares are already deposited in the collective deposit system of Caja de Valores that wish to tender their Shares in the U.S. Offer shall follow the steps set forth in (ii) and (iii) above. For more information see “THE U.S. OFFER — Section 3. Procedure for Tendering in the U.S. Offer — Holders of Shares.”

Holders of ADSs who desire to tender all or any portion of their ADSs in the U.S. Offer, should either (i) complete and sign the Letter of Transmittal or a copy thereof in accordance with the instructions contained in the Letter of Transmittal and mail or deliver the Letter of Transmittal, with original signatures, together with the ADRs evidencing tendered ADSs and all other required documents to The Bank of New York Mellon, the receiving agent in the United States for purposes of the U.S. Offer (the “U.S. Receiving Agent”) or tender such ADSs pursuant to the procedure for book-entry transfer set forth under the caption “THE U.S. OFFER — Section 4. Procedure for Tendering in the U.S. Offer -— Holders of ADSs,” or (ii) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. See “THE U.S. OFFER — Section 4. Procedure for Tendering in the U.S. Offer — Holders of ADSs.” ADSs cannot be tendered in the Argentine Offer.

Tendering holders will have withdrawal rights until the Expiration Date or the New Expiration Date, as applicable or, thereafter, until such time as the Bidders announce that the Required Regulatory Approval has been obtained and that they will pay the Offer Price. See “THE U.S. OFFER — Section 5. Withdrawal Rights” and “THE U.S. OFFER — Section 15. Conditions of the U.S. Offer.” The Bidders will announce that the Required Regulatory Approval has been obtained within 1 (one) business day after Petersen SA has been served with notice of such Required Regulatory Approval, by issuing a press release and amending the Tender Offer Statement that the Bidders filed with the SEC on Schedule TO on the date hereof. The withdrawal of any Shares tendered in the U.S. Offer can only be made by presenting a signed form of withdrawal (the “Form of Withdrawal”) to the U.S. Receiving Agent. Such withdrawal will be effective only if the U.S. Receiving Agent timely receives the Form of Withdrawal at its address set forth on the back cover of the U.S. Offer to Purchase. For ADSs’ withdrawals to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the U.S. Receiving Agent at its address set forth on the back cover of the U.S. Offer to Purchase. If the ADSs to be withdrawn have been delivered to the U.S. Receiving Agent, a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (as defined in the U.S. Offer to Purchase) (except in the case of ADSs tendered by an Eligible Institution) must be submitted prior to the release of such ADSs. In addition, such notice must specify, in the case ADSs tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering holder) and the serial numbers shown on the particular certificates evidencing ADSs to be withdrawn or, in the case of ADSs tendered by book-entry transfer, the name and number of the account at one of the Book-Entry Transfer Facilities (as defined in the U.S. Offer to Purchase) to be credited with the withdrawn ADSs.

Acceptance and payment of the Offer Price will be made only after the Required Regulatory Approval has been obtained. If the Required Regulatory Approval has not been obtained by January 15, 2009, the Bidders will return any tendered Securities promptly thereafter. Furthermore, if following the Expiration Time on the Expiration Date but prior to January 15, 2009, the CNDC issues a Conditioned Approval or a Denial Notice, the Bidders will return all tendered Securities promptly after notice of such Conditioned Approval or Denial Notice has been served to Petersen SA.

Payment for Shares and ADSs accepted pursuant to the U.S. Offer will be made by deposit of the Offer Price therefore in U.S. dollars with the U.S. Receiving Agent and subsequent payment to tendering holders through the U.S. Receiving Agent. The U.S. Receiving Agent will act as an agent for tendering holders of Shares and/or ADSs, respectively, for the purpose of receiving payments from the Bidders and disbursing payments to such tendering holders of Shares and/or ADSs whose Shares and/or ADSs have been accepted for payment.

On May 23, 2008, the Board of Directors of YPF issued a favorable opinion on the reasonableness of the Offer Price under the Offers and recommended the acceptance of the Offers to the holders of Shares and/or ADS of YPF, issuing the corresponding report on the Offer Price. The Board of Director of YPF based its recommendation on the fact that (i) the Offer Price complies with the provisions of the By-laws, and (ii) the Offers provide for payment in cash. The Board of Directors of YPF was required to make a recommendation as to acceptance or rejection of the Offers pursuant to the By-laws and CNV regulations. Within 10 (ten) business days after the Commencement Date, YPF also is required to state its recommendation on a Schedule 14D-9 to be filed with the SEC.

The receipt of cash in exchange for Shares and/or ADSs pursuant to the U.S. Offer will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign tax laws. “THE U.S. OFFER — Section 6. Certain Tax Considerations.” Holders of Shares and/or ADSs should consult their own tax advisors as to the particular tax consequences of the U.S. Offer to them.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 under the Securities Exchange Act of 1934 is contained in the U.S. Offer to Purchase and is incorporated herein by reference.

Questions and requests for assistance may be directed to the U.S. Information Agent. Copies of the U.S. Offer to Purchase and the related materials will only be obtained if requested to the U.S. Information Agent or to brokers, dealers, commercial banks or trust companies. Such copies will be furnished promptly at the Bidders’ expense. The Bidders will not pay any fees or commissions to any broker or dealer or any other person (other than the U.S. Receiving Agent, the Argentine Custodian (as defined in the U.S. Offer to Purchase) and the U.S. Information Agent) for soliciting tenders of Shares and/or ADSs pursuant to the U.S. Offer.

The U.S. Information Agent for the U.S. Offer is:

BNY Mellon Shareowner Services

480 Washington Blvd.,

Jersey City, NJ 07310

In the United States: Call 1-877-289-0143 (Toll-Free)

Outside the United States: Call 1-201-680-5235

Banks and Brokers: 1-201-680-5235

September 11, 2008

EX-99.B 12 y71140exv99wb.htm EX-99.B: LOAN AGREEMENT EX-99.B

Exhibit (b)

CREDIT FACILITY AGREEMENT

between

PETERSEN ENERGÍA INVERSORA, S.A.

as borrower

and

BANCO SANTANDER, S.A.

financing entity

June 6, 2008

APPEARING

Of the one part,

(i) PETERSEN ENERGÍA INVERSORA, S.A.U. (hereinafter “PEISA”), a Spanish company, with registered office in Madrid, at calle Velázquez, 9, and holder of Tax Identification Number A-85392751, represented for this purpose by Mr. Ignacio Cruz Morán, of legal age and holder of current Argentinean passport number 21763012-N, and by Mr. Mauro Renato José Dacomo, of legal age and holder of current Argentinean passport number 16764606-N, in their capacity as directors, with sufficient powers to execute this Agreement as proven by deed of power of attorney, executed in the presence of Mr. Martín María Recarte Casanova, Notary of Madrid, on April 24, 2008, under number 953 of his protocol.

(ii) BANCO SANTANDER, S.A. (hereinafter the “Financing Entity”), a Spanish company, with registered office at Paseo Pereda, 9-12, 39004 Santander, Cantabria, holder of Tax Identification Number A-39000013, represented for this purpose by Mr. Juan de Porras Aguirre, of legal age, and holder of Identity Card number 24194191-P, and by Mr. Javier Martín Robles, of legal age and holder of Identity Card number 7871290-T, with sufficient powers to execute this Agreement pursuant to deeds of power of attorney executed in the presence of Mr. José María de Prada Díez, Notary of Burgos, on March 9, 2007, under number 685 of his protocol, and on March 1, 2002, under number 574 of his protocol, respectively.

WHEREAS

I. PEISA is going to acquire from certain companies belonging to the group headed by the Spanish company Repsol YPF, S.A. (hereinafter “Repsol” or the “Guarantor” and the group of companies headed by Repsol, the “Repsol Group”), 0.1% of the capital stock of the Argentinean company YPF, S.A. (hereinafter “YPF”) in accordance with the terms established in the agreement granting a call option on the shares of YPF representing 0.1% of its capital stock signed on February 21, 2008 (hereinafter the “Call Option Agreement”), for which it has sought finance from the Financing Entity.

In this respect, on May 20, 2008, PEISA notified to the Guarantor and to YPF its intention to exercise the aforementioned call option as well as, in compliance with the provisions of the bylaws of YPF, the consequent making of a tender offer (hereinafter the “Offer”) for all of the capital stock of YPF. The price offered in the Offer is up to USD 49.45 per share (hereinafter the “Price Offered”).

II. The terms and conditions of the Offer are those contained in the explanatory prospectus and in the schedules thereto (hereinafter the “Prospectus”) which, in compliance with the applicable legislation, is going to be presented to the Argentinean National Securities Commission for the authorization of the Offer. The Guarantor has undertaken to refrain from taking up the Offer.

III. In order to finance PEISA for: (i) the acquisition of 0.1% of the capital of YPF (hereinafter the “Acquisition due to the Option”), (ii) the acquisition of the shares of YPF resulting from the Offer (hereinafter the “Acquisition due to the Tender Offer” and, together with the Acquisition due to the Option, the “Acquisition”) and (iii) the costs, expenses and taxes associated with the purposes described in points (i) and (ii) above, PEISA has requested from the Financing Entity the opening of a commercial credit facility for the maximum sum of USD 198,500,000 (ONE HUNDRED AND NINETY-EIGHT MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS).

IV. On June 2, 2008, the Special Assembly of Class A Shareholders of YPF authorized the Acquisition.

V. The Guarantor has undertaken to guarantee, on a joint and several basis and on demand, the payment obligations of PEISA under the credit facility referred to in the previous recital. For these purposes, it is necessary for the entry into force of the Agreement that the Guarantor execute, together with PEISA and the Financing Entity, a security agreement (hereinafter the “Security Agreement”) in terms substantially identical to those attached as Schedule 3.

VI. In the light of the foregoing, the Parties have agreed to enter into this finance agreement (hereinafter the “Agreement”), all in accordance with the following,

CLAUSES

INTRODUCTORY

This Agreement shall come into force and shall therefore be enforceable provided that the Security Agreement is entered into before June 13, 2008 (the “Deadline”).

PEISA and the Financing Entity undertake to enter into the Security Agreement, provided that the Guarantor does so.

For these purposes, if by the Deadline, the Security Agreement has not been entered into, this Agreement shall be terminated and discharged, the commitments and obligations assumed by the parties therein being annulled.


1.	AMOUNT AND PURPOSE OF THE CREDIT FACILITY

1.1. Amount

Subject to the terms and conditions established in this Agreement, the Financing Entity grants to PEISA, which accepts, a commercial credit facility (the “Credit Facility”) for the maximum sum of USD 198,500,000 (ONE HUNDRED AND NINETY-EIGHT MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS) (the “Amount of the Credit Facility”).

PEISA undertakes to draw down the Credit Facility under the terms and conditions established in this Agreement, to repay the principal drawn down and pay the interest thereon; it also undertakes to pay the commissions, costs, taxes and expenses assumed under the Credit Facility and to fulfill its other obligations in accordance with the provisions of this Agreement.

1.2. Purpose

The Credit Facility shall be used exclusively to finance (i) the purchase by PEISA of a number of American Depositary Shares (ADS) of YPF, owned by the Repsol Group which represent 0.1% of the capital stock of YPF, under the terms of the Call Option Agreement, (ii) the purchase of the shares of YPF which may be acquired by PEISA in the framework of the Acquisition due to the Tender Offer and (iii) the costs, expenses and taxes associated with the purposes described in points (i) and (ii) above (including, among other costs, the difference in the exchange rate which arises from paying foreign currency in the Republic of Argentina for the purpose of applying part of the amount of the Credit Facility to the payment of the shares of YPF corresponding to the Acquisition due to the Tender Offer).


2.	DRAWDOWN OF THE CREDIT FACILITY

2.1 Drawdown Conditions

PEISA may draw down the Credit Facility in one or more drawdowns (each of them a “Drawdown”) during the Drawdown Period, provided that, both on the date of the request for the relevant Drawdown and on the expected date of disbursement thereof, the following conditions are fulfilled:

a) That there are no grounds for early termination of this Agreement in accordance with Clause 15 nor are any of such grounds going to arise as a result of the making of the Drawdown.

b) That the Offer has been authorized by the Argentinean National Securities Commission and not rejected by the SEC in the United States, which shall be proven in the latter case by a certificate issued for such purpose by the directors of PEISA.

Without prejudice to the aforementioned, PEISA may draw down a sum of up to USD 5,000,000 (FIVE MILLION U.S. DOLLARS) to finance the purpose described in Clause 1.2 (iii), if merely the conditions provided in point a) above are fulfilled.

2.2 Drawdown of the Credit Facility

The Credit Facility may be drawn down once the conditions established in section 2.1 above have been fulfilled (or exonerated, where relevant, by the Financing Entity), from the date of no rejection of the Offer by the SEC in the United States and of the authorization of the Argentinean National Securities Commission up to the date on which six (6) months and one day elapse from the commencement of the period of acceptance of the Offer (the “Drawdown Period”), after which any portion not drawn down of the Credit Facility may no longer be used.

In any event the Drawdown Period shall end on January 15, 2009.

The date of supply of the funds requested shall be that notified in the relevant Drawdown request (each date of supply of funds shall be considered the “Drawdown Date”).

Each Drawdown request which must be received by the Financing Entity, at least on the second Business Day prior to each Drawdown Date, shall comply with the standard form attached as Schedule 1, shall be irrevocable, PEISA being obliged to draw down the amount requested on the date and of the amounts indicated, and must be signed by a person or persons with sufficient powers to represent PEISA.

The Drawdowns made against the Credit Facility whose purpose is the Acquisition due to the Tender Offer must also be accompanied by a certificate issued by the agent bank or banks, (hereinafter all such banks are jointly referred to as the “Agent Bank of the Tender Offer”) selected by PEISA in the framework of the Offer (or in the absence thereof, by the documentation which is received for such purposes by PEISA in the framework of the Offer in which the amounts which must be paid in the framework of the Acquisition due to the Tender Offer are set forth), before or during the settlement period of the Offer in which the amount which PEISA must pay to the offerors of shares of YPF shall be indicated. However, the amount of such Drawdown, subject to the limit of the Amount of the Credit Facility, may exceed the amount established in that certificate, provided that it is used for the purposes provided in Clause 1.2 and is proven by documentary means.

Under no circumstances may the amount of any Drawdown or the sum of the amount of a Drawdown together with that of the previous Drawdowns exceed the Amount of the Credit Facility.

2.3 Supply of funds of each Drawdown

The funds drawn down by PEISA must be disbursed by the Financing Entity on the relevant Drawdown Date in the accounts designated for such purposes by PEISA in the Drawdown request (which in the case of the consideration for the shares of YPF the subject-matter of the Acquisition, must be the account of the Agent Bank of the Tender Offer (or that opened by PEISA in the Agent Bank of the Tender Offer) or that of Repsol depending on whether they relate to the Acquisition due to the Tender Offer or to the Acquisition due to the Option).

PEISA recognizes and accepts that the payment made in accordance with the provisions of this Clause will have all the legal effects of the supply and will constitute a valid receipt of payment and recognition of the supply of the funds from the Drawdown by PEISA.


3.	SPECIAL CREDIT ACCOUNT

The Financing Entity shall open a special account in which it shall record the Drawdowns, accruals and the payments which are made in relation to the Credit Facility.

The following entries shall be made in this account, where relevant:

TO DEBIT:


	•	The amounts drawn down by PEISA as the principal of the Credit Facility; and

	•	The interest, commissions and any other items accrued against the Credit Facility; the appropriate entries may be made for amounts accrued pending maturity each day or grouped together for any periods of time;

TO CREDIT:


	•	The payments received by the Financing Entity for settlement or repayment of obligations arising from the Credit Facility.

So that the balance of the account establishes at all times the net balance owed by PEISA to the Financing Entity as a result of the Credit Facility.


4.	INTEREST APPLICABLE TO THE CREDIT FACILITY

4.1. Accrual and payment of interest

Interest shall accrue daily on the amount of the Credit Facility drawn down and pending repayment, on the basis of a three hundred and sixty (360) day year.

The interest rate for the Credit Facility shall be fixed for all the interest periods, the rate being applied to the principal of the Credit Facility drawn down and not repaid during that period.

The interest rate shall be equal to the sum of (a) the “Reference Interest Rate” plus (b) the “Margin”.

The Reference Interest Rate applicable for each Drawdown of the Credit Facility shall be determined on the market offer curve of ICAP published by the broker ICAP on the Reuters Page ICAP1 (or in the absence thereof, by the broker Tullet/Cantor Reuters SMKR100 screen) for fixed-rate swaps against USD-LIBOR-BBA, on the same day as the Drawdown of the Credit Facility in question, for the period between the relevant Drawdown Date of the Credit Facility and the Final Maturity Date, subject to the reasonable commercial adjustments in accordance with the schedule of repayments, increased by a margin of 5 basic points (0.05%).

If, due to extraordinary circumstances or for any other reason, a quotation of the above-mentioned Reference Interest Rate is not provided, PEISA and the Financing Entity shall negotiate in good faith for a period of five (5) Business Days an alternative rate to replace the above-mentioned rate, including the other necessary modifications to the content of this Agreement (e.g. Clause 6.2 below). When such period has elapsed, such Drawdown request shall be annulled.

The Margin applicable shall be 1.25%.

The interest rate determined by the Financing Entity and notified to PEISA at the time it is determined, shall be binding on PEISA, unless there is a manifest error, in which case the appropriate rectification shall be made.

The interest accrued during each of its Interest Periods shall be due and payable and must be paid by PEISA on the last day of the Interest Period in question, without a prior request being necessary, in the manner established in Clause 7 of this Agreement.

4.2. Interest Periods of the Credit Facility

For each Drawdown made against the Credit Facility, the time between the relevant date of Drawdown of the Credit Facility and the Final Maturity Date shall be deemed to be divided into successive periods known as “Interest Periods”.

For each Drawdown, the duration of the Interest Periods (excluding the first) shall be six months and shall comply with the following rules:

(a) The first Interest Period shall commence on the date of the relevant Drawdown of the Credit Facility and shall end on the first of the following dates (i) the following May 15 or (ii) the following November 15. Each of the following Interest Periods of such Drawdown shall commence on the last day of the immediately previous Interest Period. At the end of each Interest Period a new Interest Period shall commence. For the accrual, calculation and settlement of interest of the different Interest Periods the first day of the period shall be deemed to be included and the last day to be excluded.

(b) The dates established in this Agreement for the making of any payment which are not a business day shall be deemed to be transferred to the next Business Day, unless the latter falls within the next month of the

calendar, in which case they shall be deemed to be transferred to the Business Day immediately prior to that date.

The next Interest Period shall end on the same date as that which would have been applicable if the adjustment to the immediately previous Interest Period in accordance with the above-mentioned rules had not occurred.

(c) The duration of the last Interest Period shall be necessarily adjusted, where relevant, as regards to the conclusion thereof so as to coincide with the Final Maturity Date.

4.3. Effective Annual Interest Rate

For information purposes, in accordance with the requirements of Circular 8/1990 of the Bank of Spain, published in the Official State Gazette number 226, of September 20, 1990, as amended by Circular 4/1998, of January 27, it is placed on record that the effective annual interest rate for the nominal interest rate applicable to the Credit Facility will be determined in accordance with the formula which appears in Annex V of the Circular, in accordance with the new denominations of the mathematical symbols contained in Circular 13/1993 of the Bank of Spain of December 21, 1993, which is expressly deemed to be reproduced. Taxes and expenses shall be excluded from the calculation.

4.4. Calculation

The absolute amount of the interest which will accrue daily in favor of the Financing Entity due to the principal pending repayment shall be calculated in accordance with the following formula:


Interest =	P x FIR x d

		36,000

Where

“P” is the amount of the principal drawn down pending repayment on the last day of the relevant Interest Period before the appropriate repayment is made.

“FIR” is the fixed annual nominal Interest Rate

“d” is the number of days of the Interest Period settled


5.	COMMISSIONS

The Financing Entity shall receive certain commissions in accordance with the terms agreed in a separate letter.


6.	REPAYMENT

6.1 Ordinary repayment of the Credit Facility

The total of the amount of the Credit Facility drawn down shall be reimbursed in an ordinary manner on the dates and for the amounts resulting from applying the percentages contained in the following table:


	Repayment Percentage of the
	Amount of the Credit
	Facility Drawn Down on the
Date	Date of Each Payment

November 15, 2008		1.50	%
May 15, 2009		1.50	%
November 15, 2009		1.75	%
May 15, 2010		1.75	%
November 15, 2010		1.75	%
May 15, 2011		1.75	%
November 15, 2011		1.75	%
May 15, 2012		2.00	%
November 15, 2012		2.00	%
May 15, 2013		2.00	%
November 15, 2013		82.25	%
TOTAL		100	%

In any event, if on November 15, 2013 amounts remain to be repaid exceeding 82.25% of the amount drawn down of the Credit Facility, PEISA must repay the total outstanding of the Credit Facility on that date.

On November 15, 2013 (hereinafter the “Final Maturity Date”), PEISA must have repaid the total of the amounts owed from the Credit Facility under the Agreement, including, in addition to the payment of the principal, the interest, late-payment interest, commissions, fees, taxes, expenses and any other item for which PEISA is liable in accordance with this Agreement. When this has been done, the credit facility shall be deemed to be cancelled in full.


6.2	Voluntary early repayment or on grounds of early maturity of the Credit Facility. Obligatory early repayment of the Credit Facility. Rules applicable.

The amount by which a voluntary early repayment as an early partial repayment of the Credit Facility may be requested may not be less than USD 5,000,000.

The grant of the Credit Facility, which is of a fixed interest rate, is based on the hedging of the interest rate risk for a period equal to the duration of each Drawdown of the Credit Facility which the Financing Entity may arrange at its expense. Consequently, it is essential for the economic and financial equilibrium on which this transaction is based, to maintain it for the agreed term, since the hedging of the Financing Entity will be thus agreed on the market for these purposes. On this basis and as an essential term of this agreement, the parties agree that if PEISA either decides to fully or partially repay the Credit Facility in advance or any of the grounds envisaged in this agreement for the early repayment thereof arises (even for obligatory early repayment), PEISA shall be liable for the cost involved for the Financing Entity of the cancellation of the hedging of the amount the early maturity of which occurs, and the reestablishment of its position on the market, at the time the early cancellation takes effect (hereinafter the “Breakup Cost”).

For the purposes of establishing the amount subject to hedging for each Measurement Period (as defined in the next Clause), PEISA, together with each Drawdown request, must inform the Financing Entity of the estimated amount of obligatory early cancellation which will occur on each repayment date agreed by application of Clause 6.3 (1) below (the “Estimated Amount of Obligatory Repayment”).

The Estimated Amount of Obligatory Repayment determined according to the estimation mentioned in the previous paragraph shall not involve, in the event of early repayment, any penalty or commission, or Breakup Cost.

Any amount of obligatory early repayment which differs from the Estimated Amount of Obligatory Repayment or which is made on a date other than that envisaged in the Drawdown request shall be subject to the relevant Breakup Cost.

Such Breakup Cost shall be equal to that which the Financing Entity would incur by arranging on the market a transaction for an amount, residual period (meaning the period from the actual date of cancellation (inclusive) up to the original maturity date of the relevant Drawdown made under the Credit Facility (exclusive)) and fixed interest rate, equal to those of the relevant Drawdown made under the Credit Facility which is cancelled, which has the effect of neutralizing, for the Financing Entity the possible negative effect caused by the breakup of the hedging in relation to such Drawdown (excluding, whenever applicable, the Estimated Amount of Obligatory Repayment). If the effect caused by the breakup of the hedging is positive, such difference shall benefit PEISA.

The Financing Entity shall endeavor to the best of its ability to mitigate the Breakup Cost which may arise for PEISA from any early repayment.

The voluntary early repayment shall not involve any penalty or commission other than the Breakup Cost.

Cancellation procedure. At any time from any date of Drawdown of the Credit, and for the repayment of amounts disbursed under the Credit Facility, PEISA may request from the Bank a quotation of the Breakup Cost at which the full or partial early cancellation of the relevant Drawdown made under the Credit Facility can be made. Such notification shall be made before 12:00 hours of the day in question 2 business days prior to the date on which PEISA wishes to make the early repayment.

When such petition has been received, or in cases of obligatory early repayment, even in the event of early maturity, the Financing Entity shall provide PEISA with a quotation of the Breakup Cost of cancellation for the full or partial amount of the relevant Drawdown made under the Credit Facility the early cancellation of which occurs, which shall be calculated by the Financing Entity as follows, with the qualifications and under the conditions established in the third and fourth paragraphs of this Clause in relation to the scenario envisaged in Clause 6.3 (1) below, i.e. excluding, whenever applicable, the Estimated Amount of Obligatory Repayment:

a) The Financing Entity shall calculate the fixed market interest rate, for a loan of an amount and term equal to the amount and residual term of the relevant Drawdown made under the Credit Facility or amount of the relevant Drawdown made under the Credit Facility which is cancelled, as the case may be. If the fixed market interest rate calculated is greater or less than the fixed interest rate agreed for the Drawdown granted under the Credit Facility, the Financing Entity shall calculate the differential and shall determine the amount of the interest which could accrue on the Drawdown granted under the Credit Facility or amount of the relevant Drawdown made under the Credit Facility which is cancelled in advance, for a period equal to that remaining until the maturity date originally agreed for the Drawdown granted under the Credit Facility, by applying to such amount the differential previously calculated.

b) The amount of the interest determined by the Financing Entity, in accordance with the provisions of paragraph a) above, shall be reduced by revising it to the present value, on the date on which the early cancellation takes effect, by applying the following formula:

where,

Vp: is the present value of the flows of the interest pending until the original maturity of the relevant Drawdown made under the Credit Facility, resulting from the application of the differential calculated on the amount which is cancelled.

Vfi: is each of the flows of the interest pending until the original maturity date of the relevant Drawdown made under the Credit Facility, resulting from the application of the differential calculated on the amount which is cancelled.

TS: is the interest rate, converted to the Calculation Base of the relevant Drawdown made under the Credit Facility, for an interest rate swap transaction, based on the bid quotation, published on the ICAPEURO screen on the second business day prior to the date on which the early cancellation takes effect, such transaction having settlements as close as possible, considered as rounded downwards, to each of the flows of interest pending until the original maturity of the relevant Drawdown made under the Credit Facility.

ni: is the number of days from the date of payment of each flow of interest pending (inclusive) up to the value date or which the settlement is made (exclusive), divided by the Calculation Base used to calculate the interest of the relevant Drawdown made under the Credit Facility.

t: is the number of flows of interest pending until the original maturity date of the relevant Drawdown made under the Credit Facility, resulting from the application of the differential calculated on the amount which is cancelled (Vfi), calculated from the date of full/partial cancellation of the relevant Drawdown made under the Credit Facility, up to the original maturity date of the relevant Drawdown made under the Credit Facility.

Calculation Base: present/360.

c) If the fixed interest rate calculated by the Financing Entity, in accordance with the provisions of section a) above, is less than the fixed interest rate agreed for the Drawdown granted under the Credit Facility, the sum Vp, calculated in accordance with the provisions of the previous sections, shall constitute the sum which must be paid to the Bank by PEISA.

d) If, on the other hand, the fixed interest rate calculated by the Financing Entity, in accordance with the provisions of section a) above, is greater than the fixed interest rate agreed for the Drawdown granted under the Credit Facility, the sum Vp, calculated in accordance with the provisions of the previous sections, shall constitute the sum which must be paid to PEISA by the Financing Entity.

If PEISA decides to voluntarily cancel, in whole or in part, the Drawdown granted under the Credit Facility, it shall notify the acceptance of the rate to the Bank before 13:00 hours on the date on which it received the quotation. Once such quotation has been accepted, the decision to cancel shall be considered irrevocable and the Drawdown granted under the Credit Facility shall be cancelled in whole or in part, as the case may be. When the Drawdown granted under the Credit Facility has been cancelled, PEISA shall pay the relevant amount with value on the actual date of cancellation. In the case of obligatory early cancellation PEISA is deemed to accept the above-mentioned quotation from this time.

If PEISA (only in the case of voluntary early cancellation) does not accept the quotation provided by the Financing Entity, it shall so inform this entity before 13:00 hours on the date on which it received the quotation and the parties, in good faith, shall endeavor to reach an agreement on the market fixed rate used to calculate the Breakup Cost arising from the cancellation. If the parties have not reached an agreement before 13:00 hours Madrid time on the Business Day following the date on which PEISA received the relevant quotation, the Financing Entity shall request from four reference financial institutions (the Reference Entities), their quotations of fixed interest rates for the amount and term at 13:00 hours Madrid time, on that date. When more than three quotations have been received, the arithmetical average of the quotations provided, discarding the highest and the lowest received, shall be considered the cancellation price. If only three quotations are received, their arithmetic average shall be calculated, and the same shall apply if two quotations are received. If a single quotation is obtained, it shall be considered that it is not possible to determine by this system the fixed calculation rate, in which case the bid interest rate of Swaps on the ICAPEURO screen, for the Business Day prior to the date on which the early cancellation sought to be made takes effect, for a term equal to that remaining for the maturity originally agreed for the Drawdown granted under the Credit Facility, or where relevant, the closest rounded downwards, shall be adopted as a fixed reference rate for determining the amount to be paid by PEISA to the Bank, or vice versa, as the case may be.

For the purposes of this Clause, the following shall be considered Reference Entities:


	•	Banco Bilbao Vizcaya Argentaria, S.A.

	•	Caja de Ahorros y Monte de Piedad de Madrid

	•	Barclays Bank plc.

If any two of the Reference Entities have merged, or any of them has merged with a third entity and has ceased to exist as such, the Financing Entity may select new Reference Entities, which must be prominent credit institutions due to their activity on the credit market, in the currency of the relevant Drawdown made under the Credit Facility.

6.3 Cases of obligatory early repayment of the Credit Facility

In addition to the ordinary repayment of the credit granted, under the Credit Facility, on its maturity dates, PEISA will be obliged to repay on an obligatory basis the following items:

1) On the last day of the Measurement Period, (as defined below), PEISA shall repay in advance the credit granted under the Credit Facility, of an amount equal to the amount of the Excess Cash Sweep for such Measurement Period.

Amount of Sweep means, for each Measurement Period, 75% in relation to any amount representing Excess Cash.

Excess Cash means, in relation to each Measurement Period, the total amount of the dividends and other distributions in cash received by PEISA during the Measurement Period in question in relation to the shares of YPF the acquisition of which by PEISA has been financed, from the credit granted under the Credit Facility, less the sum of (i) the amounts of interest of the relevant Drawdown made under the Credit Facility payable during each Measurement Period, (ii) the amounts of principal of the credit in accordance with the repayment table included in point 6.2, (iii) the amounts of taxes whose taxable event is the possession of shares of YPF acquired (including payments made to its direct or indirect shareholders), (iv) the commissions and expenses under this agreement, payable by PEISA, during the respective Measurement Period.

Measurement Period means, initially, the Period commencing on the date of signature of this agreement and ending on the first date of ordinary repayment of the principal of the credit, granted under the Credit Facility (inclusive), and from that date onwards, the Period commencing on the next day inclusive and ending on the next repayment date of the relevant Drawdown made under the Credit Facility and so forth.

2) The net amount obtained by PEISA in the event of disposal of the shares of YPF the acquisition of which by PEISA has been financed from the credit granted under the Credit Facility. The net amount shall be applied to the early repayment of the relevant Drawdown made under the Credit Facility on the date of expiration of the Measurement Period immediately after the date of the disposal of such shares. In any event, the amount obtained by PEISA as a result of the sale of the shares in question shall remain unwithdrawable in account number 0049 1500 09 2210417119 (IBAN ES69 0049 1500 0922 1041 7119) opened by PEISA in the Financing Entity.

3) If, for any reason, the Acquisition is terminated, and provided that, as a result of such termination, the parties thereto return their benefits to each other. In this case the obligatory early repayment shall affect all amounts, for any reason, pending payment.


7.	PAYMENTS

On each date on which PEISA must pay any sum owed in accordance with this Agreement it shall do so, without a prior request being necessary, before 10:00 a.m., with value on that same day.

In order to make any payment which is owed in accordance with this Agreement, PEISA must allocate sufficient funds in account number 0049 1500 09 2210417119 (IBAN ES69 0049 1500 0922 1041 7119) opened for this purpose in the Financing Entity, which is irrevocably authorized to debit to this account any amount which is owed.

The payments thus made by PEISA to the Financing Entity shall constitute a valid receipt in favor of PEISA.

The sums owed under this Agreement shall be paid by PEISA in U.S. Dollars.


8.	ATTRIBUTION OF PAYMENTS

Any payment made by PEISA to the Financing Entity in accordance with this Agreement shall be applied to the following items in the same order as is established below:

(a) Late-payment interest.

(b) Ordinary interest accrued and due.

(d) Commissions.

(e) Taxes.

(f) Additional expenses provided for in Clause 12.

(g) Judicial costs.

(h) Capital.

Within each item above the attribution of payments shall commence with the oldest debts. However, the attribution to certain debts does not in any event mean the waiver of others, although older, whether they arise from the same or another item.

In particular, the receipt by the Financing Entity of a payment of the principal of the Credit Facility, although the right to the agreed interest is not expressly reserved, shall not extinguish the obligation to pay the interest for which PEISA is liable, which shall continue to be claimable.

In the event of partial voluntary or obligatory early repayment, the amounts shall be applied to cancel the repayments furthest in time.


9.	DELAY IN THE FULFILLMENT OF THE OBLIGATIONS

9.1 Default interest

Default interest shall automatically accrue on any sum of money which is not paid upon maturity, in accordance with the provisions of Article 316 of the Commercial Code, at the rate established below.

No prior demand of the Financing Entity will be necessary in order for the default to exist.

9.2 Default interest rate

The default interest rate applicable to any sum due and unpaid shall be the result of adding two percentage points (2%) to the interest rate applicable at any given time to the sums owed, from the date on which the default has occurred until the full payment thereof.

Where the default refers to any item other than the principal of the Credit Facility, the default interest rate applicable to such items shall be that resulting from the addition of two percentage points to the interest rate of the Drawdown.

9.3 Accrual, capitalization and payment

Default interest shall accrue from day to day on the sums the payment of which has been delayed, on the basis of a 360-day year according to the number of days which have actually elapsed and shall be calculated and paid monthly in arrears from the occurrence of the default until the date on which it ends.

Default interest due and unpaid shall be capitalized monthly (as well as on the date on which the default ceases and on the date on which a payment on account is made) for the purposes of the provisions of Article 317 of the Commercial Code.

9.4 Other rights arising from the default or breach

The provisions of this Clause may not be interpreted as a waiver or loss of the rights of the Financing Entity as a result of the failure to pay, in accordance with the provisions of other Clauses of this Agreement.


10.	INDEMNITY

PEISA undertakes to hold the Financing Entity harmless in relation to any cost which it incurs as a result of obtaining the necessary funds to comply with a Drawdown request which had not been delivered to PEISA for a reason attributable to the latter.


11.	TAXES AND EXPENSES

11.1 Taxes

All taxes, contributions, levies and fiscal charges of any kind, present or future, which are levied on the formalization, application, execution and termination of this Agreement or the performance thereof, are borne exclusively by PEISA.

11.2 Payments net of taxes and grossing up

All payments which PEISA makes to the Financing Entity under this Agreement as repayment, interest, commissions, expenses or any other kind, shall be free of any kind of tax, charge or encumbrance and must be made without any deduction, all of it being borne by PEISA.

If due to any legal imperative PEISA is obliged to make some withholding or payment on account for any reason on the interest payments which it must make in accordance with this Agreement to the Financing Entity, PEISA shall increase such payments by the amount necessary so that the Financing Entity, after having made the withholding or payment on account, receives the same amount as is owned, as if such withholding or payment on account had not existed. In this case PEISA shall send to the Financing Entity, as soon as possible, proof of the payments made to the competent authority.

If after an additional payment made by PEISA under the provisions of this Clause the Financing Entity effectively and definitively recovers all or part of the amount withheld or deducted on account which has given rise to such additional payment (whether in cash or by setoff or deduction), the net amount recovered shall be transferred to PEISA. The foregoing shall not confer on the latter any right of access to the books or records of the Financing Entity except in the context of a judicial dispute.

11.3 Other costs and expenses

Apart from the payment obligations incurred under this agreement as principal, interest, commissions and indemnity and subject to the provisions of Clause 20 below, PEISA assumes at its expense the obligation to pay any other expenses, brokerages, taxes, levies, duties, official stamps, charges, fees and all other existing or future items which may arise or accrue as a result of the conclusion, modification (except assignment), execution or discharge of this Agreement, including, in particular:

(a) The fees, brokerages and out-of-pocket expenses of public authenticating officials who participate in this Agreement, the modifications thereof or the notices, notarial requests or procedures necessary for the performance thereof. It is expressly clarified that PEISA will choose the public authenticating officials that participate in the conclusion, any modification or discharge of this Agreement.

(b) PEISA shall be liable, in any event, for the expenses of the documentation of the Agreement in a public deed, the obtainment of certified or original copies attested by the Notary for the Financing Entity. PEISA hereby authorizes the Financing Entity to obtain at the expense of PEISA a certified copy, meeting the requirements imposed by the Civil Procedure Law so that execution may be dispatched, of any documents attested by a public authenticating official relating to this Agreement, and may request them as well as on its own behalf, on behalf of and by express mandate of PEISA, which the latter confers for such purpose and for which it grants its express and irrevocable consent.

(c) The taxes, levies, surcharges and charges, whether national, provincial or local and regional, which are levied, now or in the future, on the Agreement, the creation, modification, execution or discharge thereof except for the Corporate Income Tax applicable to the Financing Entity.

(d) The expenses, costs and judicial and extrajudicial charges, including the fees of Counsel and Court Procedural Representatives which accrue as a direct result of this Agreement, incurred by the Financing Entity when defending, maintaining or demanding, due to a breach of PEISA, any of the rights of the Financing Entity arising from this Agreement.


12.	ADDITIONAL COST AND SUBSEQUENT ILLEGALITY

12.1 Additional Cost

(a) General Principle.

If as a result of a Legislative Change (meaning (a) the adoption, after the date of this Agreement, of any law, decree or regulation, (b) any change, after the date of this Agreement, in any existing law, decree or regulation or in the interpretation of them which may be made by the governmental authorities or (c) the compliance with any instructions or demand made by any governmental authority after the date of this Agreement),

1. the obligation is imposed on the Financing Entity to create, modify or apply any reserve, coefficient, provision charged to its assets; or

2. any other demand is imposed on the Financing Entity or on the London interbank market which directly affects this Agreement or the Credit Facility;

and as a result of the foregoing, the cost of the Financing Entity to make or maintain the Credit Facility is increased or the amount of the sums received or to be received under the Credit Facility by the Financing Entity is reduced (whether as principal, interest or other item), PEISA will be obliged to pay to the Financing Entity the sums necessary to compensate the Financing Entity for such additional costs incurred or for the reduction suffered, provided that such compensation is not provided for in any other provision of this Agreement.

(b) Capital requirements.

If any Legislative Change relating to the requirements of capital adequacy has the effect of reducing the return from the capital of the Financing Entity, as a result of the grant of the Credit Facility to a level below that which it would have obtained had such Legislative Change not occurred (taking into consideration the existing policies relating to the capital adequacy of the Financing Entity), PEISA must pay to the Financing Entity the amounts which are necessary to compensate such reduction of the return suffered by the Financing Entity, provided that such compensation is not provided for in any other provision of this Agreement.

(c) Exceptions.

The provisions of paragraphs (a) and (b) of this section 12.1 shall not be applicable and PEISA will, therefore, not be obliged to compensate such items to the Financing Entity if such additional costs or reductions in the return from the capital are attributable to the observance, application or implementation of (i) the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 (hereinafter “Basel II”) or (ii) any other statutory rule or regulation implementing Basel II (whether such implementation, application or observance is required by the administrative, governmental or regulatory authorities or by the Financing Entity itself).

(d) Certification of the Financing Entity.

The Financing Entity must prove in documentary form, by certification, that it has incurred the aforementioned increase of cost or reduction of the return and determine in a detailed calculation giving reasons the higher costs or lower revenue. Such proof must be sent to PEISA fifteen (15) Business Days before it may be demanded. In addition, PEISA will not be obliged to pay any amount to the Financing Entity for the items described in paragraphs (a) and (b) above if such events have occurred at least nine (9) months prior to the date of the aforementioned certification, unless the Legislative Change has retroactive effects.

(e) Mitigation of effects.

The Financing Entity shall adopt all the measures which are reasonable in order to avoid or mitigate the effects of the circumstances envisaged in this Clause and shall consult PEISA in good faith in order to find the means for the purpose expressed above, including that of transferring its share in this Agreement, with the consent of PEISA, to another or other credit institutions not affected by the circumstances in question.

(f) Reciprocity.

Reciprocally, if as a Consequence of a Legislative Change obligations of the Financing Entity disappear which involve an increase or positive variation in the return from the transaction for the Financing Entity, or limitations are removed, whether in the interest rate or in the commissions, or of any other nature, which involve an increase in the revenue to which the Financing Entity is entitled under this Agreement, and provided that these circumstances involve an additional benefit for the Financing Entity, the latter will be obliged to compensate PEISA by returning to the latter the real advantage verified and experienced by the Financing Entity.

12.2 Subsequent illegality

Where the fulfillment of any of the obligations arising from this Agreement involves for the Financing Entity the infringement of any statutory provision or regulation or regulatory measure ordered or binding criterion for interpretation which is issued by a competent authority or official body, the Financing Entity, after informing PEISA of the circumstances which cause the infringement or illegality, may declare all its obligations to be cancelled within a maximum period of thirty (30) Business Days from the date of notification to PEISA or within the maximum period allowed by the law in relation to innovation or change if the latter period is shorter.

If it is not possible to find an alternative measure satisfactory to the Financing Entity, PEISA will be obliged to reimburse to the Financing Entity the Credit Facility and at the same time to pay the appropriate interest calculated up to the date on which the payment actually occurs, as well as the expenses and all other sums which, in accordance with this Agreement, it must pay to the Financing Entity.


13.	DECLARATIONS OF PEISA

13.1 Representations

PEISA makes the representations listed below to the Financing Entity which are considered essential for the grant of the Credit Facility.

(a) That PEISA is a company validly incorporated and registered in the Commercial Registry, with legal personality of its own and sufficient legal capacity to execute the Agreement and to assume all the obligations imposed on it under the Agreement.

(b) That PEISA has all the permits, licenses, authorizations and other approvals necessary to carry on its commercial activities in the manner and with the scope which it currently does, there being, to its knowledge and understanding, no reason or cause which may involve the revocation of any of them.

(c) That the execution and performance of the Agreement: (i) does not infringe any existing statutory provision to which PEISA is subject, Bylaws, nor any other contract or commitment acquired by PEISA; (ii) does not require any authorization, approval or registration by any person, body or entity to which PEISA is subject which has not been obtained, except those which must be given by the National Securities Commission and the National Competition Commission.

(d) That the signatory(ies) on behalf of PEISA is/are legally authorized to bind the entity which he/they represent(s) for the purposes of the Agreement.

(e) That all the information supplied by PEISA to the Financing Entity, including that of a financial nature is correct and truly reflects its situation, there being no acts or omissions which detract from the truthfulness and accuracy of such information in any substantial aspect.

(f) That PEISA has sufficient legal title to use the necessary assets to carry on its respective commercial activity in the manner in which it has been doing so up to now.

(g) That, except for the obligations arising from the Acquisition, PEISA has not assumed any kind of indebtedness other than the Credit Facility nor is it guarantor of any obligation of third parties. The shares of YPF acquired charged to the Credit Facility are free of charges and encumbrances other than those envisaged as a result of the Acquisition, in particular the pledge (or similar security in relation to the ADS of YPF which are listed on the New York Stock Exchange) to be created upon them in favor of the Guarantor.

(h) To the best of its knowledge and understanding, there is no event or circumstance which may have a Significant Prejudicial Effect on PEISA. For the purposes of this Agreement, “Significant Prejudicial Effect” means any event or circumstance which (i) significantly affects the financial or commercial status of PEISA or of the Guarantor and the capacity of PEISA or of the Guarantor to fulfill its payment obligations under the Credit Facility or the Security, or which (ii) renders the Agreement invalid or unenforceable.

(i) That PEISA has fulfilled all commercial and civil (of a contractual or extra-contractual nature), social, labor, environmental and tax obligations the breach of which may have a Significant Prejudicial Effect.

(j) That PEISA has not taken any step aimed at declaring or seeking the declaration of insolvency, cessation of business, dissolution, supervision or reorganization, nor for the appointment of a bankruptcy trustee, supervisor, depository or similar officer, for all or part of its assets or business.

(k) That PEISA is not aware of the commencement against it of any litigation, proceedings or measure of an administrative, judicial or arbitral nature, the result of which may reasonably have a Significant Prejudicial Effect.

(l) There is no event which constitutes a Case of Early Maturity or which, with the passage of time or subject to notification, may constitute a Case of Early Maturity.

For the purposes of this Agreement, “to the best of its knowledge and understanding” means what an organized and diligent entrepreneur should or should have known following a prudent investigation.

13.2 Validity of the representations

The representations provided in Clause 13.1 shall be deemed to be repeated by PEISA on each Drawdown Date by reference to the facts and circumstances existing on that date.


14.	OBLIGATIONS OF PEISA IN ADDITION TO THE PAYMENT OBLIGATIONS

14.1 Information obligations

Without prejudice to all other commitments assumed under this Agreement, PEISA undertakes to fulfill the information obligations provided in this Clause.

(a) Whenever the Financing Entity reasonably so requests, and as soon as is reasonably possible, any information concerning PEISA which is reasonably relevant to verify the truthfulness of the representations and the fulfillment of the obligations contained in this Agreement.

(b) As soon as PEISA becomes aware of it, to notify to the Financing Entity the existence of any Case of Early Maturity.

14.2 Positive and negative obligations of PEISA

Without prejudice to all other obligations assumed under this Agreement, PEISA undertakes to fulfill the positive and negative obligations provided in this Clause.

(a) To use the amount of the Credit Facility for the purposes established in Clause 1.2.

(b) To refrain from commencing any procedure for the merger, spin-off, liquidation or dissolution of PEISA, except in the case of corporate reorganizations in which only companies of the same group as PEISA are involved.

(c) To refrain from allowing or authorizing the change of corporate form or the reduction of capital stock, unless required by law.

(d) To refrain from carrying out or allowing any substantial modification of the activity which constitutes the corporate purpose of PEISA.

(e) To maintain and ensure the maintenance in force of any authorization, permit, license or approval which may be imposed by any rule or required by any authority and which, at the same time, is necessary for the conduct of the activities of PEISA, unless the failure to obtain it does not involve a Significant Prejudicial Effect.

(f) To refrain from granting loans to or providing security for third parties in any legally or economically equivalent form, other than those provided for in the framework of the Acquisition and the financing thereof.

(g) To refrain from assuming or incurring any kind of financial indebtedness other than that arising from this Agreement or from the Acquisition.

(h) To refrain from granting guarantees or sureties or securing obligations of third parties in a manner other than that provided in the framework of the Acquisition and of the financing thereof.

(i) To refrain from offering, granting or establishing any kind of security, pledge, mortgage or any other type of charge or encumbrance on its property and rights in favor of third-party creditors other than those envisaged in the framework of the Acquisition (including those provided for in the documents arising from the Acquisition due to the Option and from the Acquisition due to the Tender Offer) and the financing thereof.

(j) To refrain from carrying out reductions of capital, unless required by law, or from acquiring its own shares.

(k) To comply in all substantial aspects with civil, commercial, administrative, environmental, tax, labor or any other kind of legislation applicable to it, and with the permits and authorizations which are necessary to carry on its activity, maintaining them in force, unless the failure to maintain them does not involve a Significant Prejudicial Effect.

(l) To refrain from distributing dividends, or paying interest or principal of any loan or debt, subordinate or otherwise, without complying in advance with the provisions of Clause 6.3 above.

(m) To refrain from disposing of the shares of YPF which it acquires charged to the Credit Facility unless, on the date of maturity of the Interest Period immediately after the date of disposal of such shares, PEISA allocates the full amount obtained (net of expenses and taxes) to the voluntary early repayment of the Credit Facility in the terms indicated in this Agreement, once any other amounts which must be paid under the provisions of this Agreement on that same date have been discounted and paid (interest and Breakup Costs and other amounts associated with that early repayment obligation).

(n) Whenever it is legally possible and having regard to its representative nature, (i) to keep the shares of YPF financed by this Credit Facility recorded in a securities account opened in the Financing Entity or in any of the entities of the latter’s group and (ii) pay the dividends received due to its shareholding in YPF in account number 0049 1500 09 2210417119 (IBAN ES69 0049 1500 0922 1041 7119) opened by PEISA in the Financing Entity.


15.	EARLY MATURITY

15.1 Cases of Early Maturity

The facts or circumstances listed below constitute cases of breach of the Credit Facility (“Cases of Early Maturity”).

(a) If any obligation to pay, whether the principal, interest, commissions, expenses or any other item owed under this Agreement is unpaid on its due date, unless such failure to pay is due to strictly administrative reasons or force majeure or is rectified within three (3) Business Days from its respective due date or date of enforceability, and without prejudice to the late-payment interest provided for in this Agreement.

(b) If the Credit Facility is not wholly or partially used for the agreed purpose, except the portion which may be used by PEISA to fulfill any obligations to the banking authorities of the Argentinean Republic.

(c) If any significant obligation is breached other than the payment obligation assumed by PEISA under the Agreement, and in particular, but not so limited, if any of the obligations contained in Clause 14 is seriously breached, and such breach is not rectified within thirty (30) days from the date on which the Financing Entity has notified such situation, provided that such breach is rectifiable.

(d) If the representations of PEISA made in the Agreement are false in their substantial aspects or when they are repeated in accordance with the provisions of Clause 13.2, cease to be true in some substantial aspect and have a Significant Prejudicial Effect on PEISA.

(e) If PEISA stops paying any debt due to funds taken on loan or refundable funds otherwise obtained (including any debt arising from hedging contracts or derivatives), other than those incurred under this Agreement or if due to a breach of the Guarantor, any other payment obligations assumed by the Guarantor under financial contracts of a similar nature are declared due and payable prior to the maturity thereof, provided that the amount of the obligations declared due and payable, together or separately, exceeds 10% of the consolidated assets of the Repsol Group, as contained in the Financial Statements for the last financial year approved by the Shareholders Meeting of Repsol.

(f) If judicial proceedings are commenced against PEISA which involve execution or attachment for a sum exceeding USD 5,000,000 or if judicial proceedings are commenced against the Guarantor (provided that an administrative or governmental authority or its companies or subsidiary instrumentalities are not a party or have not commenced such proceedings) which involve execution or attachment for a sum exceeding 10% of the consolidated assets of the Repsol Group, as contained in the Financial Statements for the last financial year approved by the Shareholders Meeting of Repsol.

(g) If PEISA presents a petition for insolvency or if, if the petition is presented by a third party, it is admitted by judicial resolution, or is subject to judicial administration or attachment, or is the subject of seizure or supervision, or its shares or a substantial part of its assets are expropriated, or it recognizes its incapacity to pay its debts upon maturity, or renegotiation of all or a substantial part of its payment obligations is commenced, or any other similar action or measure, judicial or private, is performed, which has similar effects, or the situation of insolvency of PEISA is obvious for any reason.

(h) If the Guarantor presents a petition for insolvency or if, if the petition is presented by a third party, it is admitted by judicial resolution, or is subject to judicial administration or attachment, or it recognizes its incapacity to pay its debts upon maturity, or renegotiation of all or a substantial part of its payment obligations is commenced, or any other similar action or measure, judicial or private, is performed, which has similar effects, or the situation of insolvency of the Guarantor is obvious for any reason.

(i) If for any reason PEISA or the Guarantor discontinues its business activity in full, or substantially reduces it, or radically modifies it, or calls or holds a Shareholders Meeting to decide any of those measures or if it is placed in a situation constituting legal grounds for dissolution or liquidation and such situation is not resolved within 15 days.

(j) If the Security granted by the Guarantor under the Security Agreement ceases to be valid or enforceable or any reason.

15.2 Effects of Total Early Maturity

Once notified to PEISA, the early maturity shall have the following effects:

(a) the cancellation of the possibility of drawing down the Credit Facility if it has not been disbursed;

(b) the obligation of PEISA to reimburse, within seven (7) days from when it is notified, the full outstanding balance of the principal drawn down and pending repayment;

(d) the obligation of PEISA to indemnify the Financing Entity for the damage envisaged in sub-Clause 10 (a) which may be caused to it by the reimbursement of the Credit Facility by PEISA on a date other than those on which the current interest would have fallen due, as a result of a lower return from its investment up to the maturity envisaged compared with the cost attributable to the obtainment of those funds when they were supplied to PEISA, according to the evidentiary calculation which must be presented by the Financing Entity;

(e) the accrual of default interest on the sums owed in accordance with the previous sections if they are not paid within seven (7) days after being notified of the declaration of early maturity.


16.	CALCULATION OF THE BALANCE OWED AND JUDICIAL EXECUTION

In the event of ordinary or early maturity of the Credit Facility or full or partial termination of the Agreement, the Financing Entity may calculate the account mentioned in Section 3, it being expressly agreed that the balance of such calculation, duly certified by the Financing Entity will be a net due and payable sum (in accordance with the provisions of Articles 571 and 572 of Civil Procedure Law 1/2000, of January 7), for the purposes of payment and the dispatch of execution for the purposes of judicial or extrajudicial claims. The amount payable resulting from such calculation shall be notified to PEISA and to the Guarantor, in accordance with the provisions of Art. 572.2 in fine of the above-mentioned Law.

A copy of this Agreement documented in a public instrument with the formalities established in Civil Procedure Law 1/2000, of January 7, shall constitute a document with executive force, to which must the following documents must be attached:

(a) Certificate issued by the Notary that has supervised the documentation in a public deed or keeps its Register, proving the compliance of the copy of the Agreement documented in a public deed with the entries of the Register and the date of such entries.

(b) The certificate referred to in the first paragraph of this Clause, stating the balance of the account mentioned in Clause Error! Reference source not found., arising from the calculation made by the Financing Entity. The Notary shall state in said certificate that he acts at the request of the Financing Entity, that the calculation of the debt of PEISA has been performed in the manner agreed by the Parties in this Agreement.

(c) The statement of the debit and credit entries and those for the application of interest which determine the specific balance for which the dispatch of execution is sought.

(d) The document proving that PEISA and the Guarantor have been notified of the amount payable, in accordance with the provisions of the first paragraph of this Clause.


17.	SETOFF

PEISA expressly authorizes the Financing Entity to use for the payment of any sums due and unpaid by any of the under this Agreement, the monetary balances which may exist in favor of the latter in the Financing Entity, whether in current, savings or any other present or future cash deposit.

The power provided in this Clause shall be directly applicable to the balances described in the previous paragraph although they are denominated in the currency of the Credit Facility, in which case the Financing Entity may make the appropriate conversion to the market rates then in force reported by the Reference Entities.


18.	CALCULATION OF PERIODS

For the purposes of the calculation of the periods envisaged in this Agreement, the definitions contained in this Clause shall be used.

“Hours”: means the time in Madrid, unless expressly stipulated otherwise.

“Calendar day”: means every day of the Gregorian calendar. Periods indicated in days shall be deemed to be calendar days unless expressly stipulated otherwise.

“Working day”: (i) for the payments envisaged in this Agreement, the days on which the London inter-bank market is operative for transfers in USD, provided that it is not (ii) Saturday, Sunday, or a public holiday in Madrid, London and Buenos Aires.

“Week”: means the period between a certain day and the same day of the following week, inclusive.

“Month”: means the period between a certain day and the same date of the following month, inclusive, unless in the following month that date does not exist, in which case it shall end on the last day of that following month.

“Quarter” or “three months”: means the period of time between any specific day and the same date of the following third consecutive month of the calendar, inclusive, unless in such third month that date does not exist, in which case it shall end on the last day of that third month.

“Semester” or “six months”: means the period of time between any specific day and the same date of the following sixth consecutive month of the calendar, inclusive, unless in such sixth month that date does not exist, in which case it shall end on the last day of that sixth month.

“Year” or “twelve months”: means the period of time between any specific day and the same date of the following twelfth consecutive month of the calendar, inclusive, unless in such twelfth month that date does not exist, in which case it shall end on the last day of that twelfth month.

The dates established in this Agreement for the making of any payment which turns out to be a non-business day shall be deemed to be transferred to the next Business Day, unless it falls within the following month of the calendar, in which case they shall be deemed to be transferred to the immediately previous Business Day. If this gives rise to a greater or lesser duration in a period of time which must end on that payment date, the extension or reduction of the period thus applied shall be deducted or added respectively in the very next period which follows it.


19.	NOTICES

19.1 Form of serving notices

Notices between PEISA, the Guarantor and the Financing Entity arising from this Agreement for which a specific form is not provided, shall be served using any means which provides evidence of the dispatch and receipt thereof.

Communications in writing shall be deemed to be duly served when issued in writing, with the necessary advance notice in each case, by telegram, bureau fax or fax sent to the respective addresses and numbers listed in the following paragraphs, or personally by messenger who obtains acknowledgment of receipt from the addressee. The receipt of issue of the telegram, or the original of the bureau fax or fax containing the receipt thereof at the numbers indicated, shall constitute due proof of the communication, except telegraphic communications or communications by fax (not those sent by bureau fax offered by the Post Office) must be confirmed by letters signed by a person authorized for the communication which has been received, sent by registered mail or by messenger who obtains an acknowledgment of receipt by the addressee or by acknowledgment of receipt responded to by the same channel by the addressee thereof.

19.2 Addresses

Those indicated in Schedule 2 are specified as addresses, fax numbers and contact persons of all the parties to this Agreement.

19.3 New addresses

Any change in the addresses indicated in this Agreement shall not take effect unless it has been duly notified to the other party at least five (5) days in advance.


20.	ASSIGNMENTS

20.1 Assignment by the Financing Entity

The Financing Entity may assign to third parties, in whole or in part, its contractual position under this Agreement, provided that the following requirements are met:

a) The assignment is notified to PEISA five (5) days prior to the date on which it occurs.

b) Possible assignees. The assignee must be a financial institution (excluding for the purposes of this agreement collective investment institutions, collective investment institutions of free-investment collective investment institutions, entities known as hedge funds as well as venture capital entities — irrespective of their legal form-), credit institution, or securitization fund which may be included in any of the following sections:

(1) Entities resident for tax purposes in Spain to which are applicable the provisions of Article 59.c) of the Corporate Income Tax Regulations approved by Royal Decree 1777/2004, of July 30; or the regulations which may replace it in the future.

(2) Entities not resident for tax purposes in Spain which, in relation to this agreement, act through a permanent establishment in Spain and to which are applicable the provisions of Article 81 paragraph two of the Nonresident Income Tax Regulations approved by Royal Decree 1776/2004, of July 30; or the regulations which may replace it in the future.

(3) Entities resident for tax purposes in a Member State of the European Union and which act directly or through a permanent establishment in another Member State of the European Union, provided that in relation to this agreement they do not act through a permanent establishment situated in Spain or through a country or territory classified as a tax haven according to Spanish legislation applicable.

(4) Entities not resident for tax purposes in Spain and which are entitled to the application of a Convention for the avoidance of double taxation entered into by Spain and their country of residence, under which the payments which are made to it under this agreement are exempt from taxation in Spain.

Minimum amount of each assignment. Except in the case of the assignment of the total of the assignor in the finance the subject-matter of this Agreement, the amount of each assignment transaction shall be equal to USD 5,000,000 (or, if greater, of whole multiples of USD 500,000).

That PEISA does not assume vis-à-vis the assignee greater obligations than those which it has incurred with the assignor and the assignment does not involve any additional cost for PEISA, including, in particular, that the assignment does not involve for PEISA greater obligations or costs than those for which under Clauses 10, 11 and 12 it would have been liable in relation to the assignor. If the assignee entity is a foreigner, it must deliver annually to PEISA the appropriate tax residence certificates, otherwise, PEISA will not be obliged, in relation to such assignee, to make the payments envisaged in Clause 12.

The assignments referred to in this Clause 20.1 shall only be binding and shall only take effect in relation to PEISA and the Guarantor when all the requirements mentioned in the previous paragraphs have been met.

PEISA undertakes, if requested to do so by the assignor or the assignee, and provided that the requirements provided in this Clause are met, to personally appear before the Notary that may be designated by the assignor or the assignee at the expense of the assignor or the assignee, to grant its consent to any assignment made and to formalize the novation of the party to this Agreement, and to notify the assignment to the Bank of Spain, if the assignor or the assignee is not resident in Spain, as required from time to time by the applicable legislation.

The assignor undertakes to send to PEISA and to the Guarantor a certified copy of the deed or attested contract of assignment five (5) days prior to the date on which the assignment takes effect.

20.2 Assignment by PEISA

The contractual position, rights and obligations of PEISA may not be assigned or transferred in any event on any basis.


21.	JURISDICTION

The Parties, waiving the forum to which they may be entitled, expressly submit to the jurisdiction of the Courts of the City of Madrid.


22.	APPLICABLE LEGISLATION

This Agreement shall be governed by and interpreted in accordance with Spanish law applicable in the national territory.

PETERSEN ENERGÍA INVERSORA, S.A.



/s/ Ignacio Cruz Morán Mr. Ignacio Cruz Morán				/s/ Mauro Renato José Dacomo P.p. Mr. Mauro Renato José Dacomo

BANCO SANTANDER S.A.

/s/ Juan de Porras Aguirre P.p. Mr. Juan de Porras Aguirre				/s/ Javier Martín Robles P.p. Mr. Javier Martín Robles

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