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EXCHANGE RATES
Exchange Rates
The following table sets
forth the high, low, average and period-end exchange rates for the periods indicated, expressed in Pesos per U.S. Dollar and not adjusted
for inflation. There can be no assurance that the Peso will not depreciate or appreciate again in the future. The Federal Reserve Bank
of New York does not report a noon buying rate for Pesos.
Exchange rates(1)
(in Pesos per U.S. Dollars)
High Low Average(2) Period end
Year ended December 31,
2021 102.720 84.700 95.161 102.720
2022 177.160 103.000 130.810 177.160
2023 808.450 178.150 295.295 808.450
2024 1,032.000 810.700 916.164 1,032.000
2025 1,492.000 1,032.500 1,245.024 1,455.000
Month
January 2026 1,475.000 1,429.500 1,448.952 1,447.000
February 2026 1,451.000 1,370.500 1,408.389 1,397.000
March 2026 1,416.000 1,368.000 1,395.950 1,382.000
April 2026(3) 1,394.000 1,387.500 1,391.750 1,387.500
Source:
Banco Nación
(1) Represents the average of exchange rates on the last day of each month during the period.
(2) Average of the lowest and highest daily rates in the month.
(3) Represents the average of the lowest and highest daily rates from April 1 through April 8, 2026.
Pursuant to Argentine law,
in the case that we pay dividends, we are required to determine the amount in Pesos. Exchange rate fluctuations will affect the U.S. Dollar
amounts received by holders of American Depositary Shares, on conversion by us or by the depositary of cash dividends on the shares represented
by such ADSs. Fluctuations in the exchange rate between the Peso and the U.S. Dollar will affect the U.S. Dollar equivalent of the Peso
price of our shares on the BASE and, as a result, can also affect the market price of our ADSs.
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RISK FACTORS
The following summarizes some,
but not all, of the risks provided below. Please carefully consider all of the information discussed in this Item 3.D. “Risk
Factors” in this annual report for a more thorough description of these and other risks:
Risks Related to Argentina
· Our business, operational results and financial condition depend on economic and political conditions in Argentina, which remain vulnerable
· The Argentine Government’s economic expectations may not materialize and the process of restoring confidence in the Argentine economy may take longer than anticipated
· The policies or measures adopted by the Argentine Government from time to time may adversely affect the Argentine economy and the sectors in which we operate
· Recent political developments in Argentina could affect macroeconomic, regulatory and social conditions in the country
· Exchange rate volatility may adversely affect the Argentine economy
· Inflation could adversely affect the Argentine economy and our operational results
· The interruption of the publication of Argentine economic indexes or changes in their calculation methodologies could affect the projections made by the Company
· Argentina’s ability to obtain financing from international markets could be limited, which may impair its ability to implement reforms and foster economic growth
· Argentine corporations may be restricted from making payments in foreign currencies or from importing certain products
· Argentine public expenditure may generate negative consequences for the Argentine economy
· Failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition
· Our operating costs could increase as a result of the promotion or adoption of certain measures by the Argentine Government as well as pressure from union sectors
· External shocks and “contagion” effects could have an adverse effect on the Argentine economy
· The Argentine economy and finances may be adversely affected by declines in international commodity prices or in the production levels of commodities
· Any downgrade in Argentina’s and/or Pampa’s credit rating or rating outlook could adversely affect both the rating and the market price of the Company’s ADSs and shares
Risks Related to our Company
· We operate a material portion of our business pursuant to public concessions granted by provincial and national governments, which may not be renewed, or may be revoked or terminated, and whose economic and other conditions may change
· Our performance is largely dependent on recruiting and retaining key personnel
· We employ a largely unionized labor force and could be subject to organized labor action, including work stoppages
· We could be subject to accidents or other events that may not be covered by our insurance policies
· We conduct a portion of our operations through joint ventures and co-controlled companies, and our failure to continue such joint ventures and co-controlled companies or to settle any potential material disagreements with our partners could have a material adverse effect on the success of these operations
· Our derivative risk management activities could result in financial losses
· We may not be able to effectively hedge our currency risk in full regarding a devaluation of the Argentine Peso
· We are or could be involved in various legal proceedings which could result in unfavorable rulings against us
· Cybersecurity events, including cyber-attacks, could adversely affect our business, financial condition, operational results and cash flows
· Our operations could cause environmental risks and any change in environmental laws could increase our operating costs
· We may be unable to collect payments of amounts due, or to collect them in a timely manner, from CAMMESA, ENARSA, the Argentine Government and other customers
· Certain of our outstanding financial indebtedness includes bankruptcy, reorganization proceedings and expropriation events of default and we may be required to repay all of our outstanding debt upon the occurrence of any such events
· Covenants in our indebtedness could adversely restrict our financial and operating flexibility
· Natural disasters, pandemics, catastrophic events, terrorist attacks and operational failures could disrupt our assets and impair our ability to fulfill contractual commitments
· Our activities may be adversely affected by events in other countries in which we do business
· We continue evaluating investment projects to expand our activity, which could entail an increase in our indebtedness and additional costs
· Climate change, energy transition and regulatory framework promoted for such purposes could affect our business, our results of operations and financial condition
· Guarantees that we granted to third parties could be enforced
Risks Related to Our Business
Risks Related to our Oil and Gas Business
· Oil and gas companies have been affected by certain measures taken by the Argentine Government and may be further affected by additional changes in their regulatory framework
· Argentine oil and gas production concessions and exploration permits are subject to certain conditions and may not be renewed or could be revoked or their terms and economic conditions may be modified
· Substantial or extended declines and volatility in the prices of crude oil, oil products and natural gas may have an adverse effect on our operational results and financial condition
· Export duties and import regulations on our products negatively affected the profitability of our operations
· Oil and gas prices and sale conditions could affect our level of capital expenditures
· Limits on exports and imports of hydrocarbons and related oil products, including the imposition of export duties, other taxes and import regulations, have affected and may continue to affect our operational results
· We conduct most of our oil and gas operations through joint arrangements (joint operations for accounting purposes) in which we may not always act as operators. Our inability to maintain or resolve disagreements with our partners within such joint agreements could materially affect the success of their operations
· Our failure to comply with our investment commitments could negatively affect our operational results
· Oil and gas activities are subject to significant economic, environmental and operational risks
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· Our oil and gas activities are substantially dependent upon the availability of water and our ability to dispose of produced water gathered from drilling and production activities. Restrictions on our ability to obtain water or dispose of produced water may have a material adverse effect on our operations
· Unless we replace our oil and gas reserves, such reserves and production will decline over time
· Our estimated oil and gas reserves are based on assumptions that may prove inaccurate
· We face significant competition in the acquisition of exploratory acreage and oil and natural gas reserves
· We may incur significant costs and liabilities related to environmental, social, health and safety matters
· Limitations on local pricing in Argentina may adversely affect our operational results
· We are exposed to contractions in the crude oil and natural gas demand and to contractions in the demand for any of their by-products
Risks Related to Our Generation Business
·
Government intervention in the electricity sector may
have an impact on our business operations, financial condition and/or results of operations
· We could be adversely affected by limited electricity transmission and distribution capacity or sudden increases or decreases in energy demand in the short or medium term
· Our power generation plants may be subject to new regulations that require additional investments or adversely affect their dispatch
· Measures encouraging renewable and nuclear energy generation projects may affect our generation sales
· Our ability to generate electricity in our thermal generation plants depends on the availability and price of natural gas (and other fuels), and any disruption to our fuel supply or the regulatory framework governing its procurement could materially adversely affect our operational results
· We may be subject to penalties under our energy supply agreements with CAMMESA and/or WEM Large Users
· We may be subject to sanctions for breaches of applicable regulations or for failing to obtain the required permits and authorizations for our operating or new power generation units
· Revenues from our renewable generation assets depend on meteorological and hydrological conditions, as well as on our ability to contract the energy produced and maintain applicable dispatch priorities
· Operational difficulties could limit our ability to generate electricity, which could adversely affect our operational results
· We may face extra costs due to the termination of the concession agreements for HINISA, HIDISA and/or HPPL
· We could be exposed to third-party claims on real property where CPB is located that could result in the imposition of significant damages, for which we have not established a provision in our consolidated financial statements for potential losses
· The national antitrust authorities could decide not to approve the acquisition of the CTEB
· Our profits may be affected by the cancellation of the Energy Plus Program
· Our energy projects may not perform as expected
· We may face competition in the electricity sector and related industries
· Risks arise for our business from technological changes in the energy market
· Our suppliers may not be able to provide spare parts and/or upgrades to our generation units
· Our PPAs may not be renewed, or they could be unilaterally modified, terminated or otherwise affected by measures adopted by the Argentine Government related to the PPAs or the energy sector in general, or we may not be able to enter into new PPAs
· The generation activity involves the handling of dangerous elements such as fuels that have an associated potential risk for premises and people
Risks Related to our Shares and ADSs
· Restrictions on the movement of capital out of Argentina may impair the ability of holders of ADSs to receive dividends and distributions and the proceeds of any sale of the shares underlying the ADSs, which could affect the market value of the ADSs
· ADS holders’ ability to receive cash dividends may be limited
· Under Argentine law, shareholder rights may be fewer or less well-defined than in other jurisdictions
· Holders of ADSs may be unable to exercise voting rights with respect to the common shares underlying the ADSs at our shareholders’ meetings
· Our shareholders may be subject to liability for certain votes of their securities
· Provisions of our bylaws and of Argentine securities laws could deter takeover attempts and have an adverse impact on the price of our shares and the ADSs
· There can be no assurance that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could subject U.S. holders of our shares or ADSs to adverse U.S. federal income tax consequences
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Risks Related to Argentina
Overview
We are a stock corporation (sociedad
anónima) incorporated under the laws of the Republic of Argentina; most of our revenues are earned in Argentina and most of
our operations, facilities and customers are located in Argentina. Our financial condition and operational results depend to a significant
extent on macroeconomic, regulatory, political and financial conditions prevailing in Argentina, including, among others, growth rates,
inflation rates, currency exchange rates, interest rates and taxes. Our business is subject to the effects of other local, regional and
international events and conditions that may impact Argentina in any manner. For example, a slowdown in economic growth or economic recession
could lead to a decreased demand for electricity in the service areas in which we operate or a decline in the purchasing power of our
customers, which, in turn, could lead to a higher delinquency rate from our customers or increased energy losses due to illegal use of
our services. Actions of the Argentine Government concerning the economy, including measures with respect to inflation, interest rates,
price controls (including tariffs and other compensation of utility companies), foreign exchange controls and taxes, have had and may
in the future have a material adverse effect on private sector entities, including us. Our activities are highly regulated and subject
to uncertainties due to political and economic factors, changes in legislation, expropriations, termination and modification of contractual
rights, revocation of permits and consents, the need to obtain permits from regulatory authorities, foreign currency restrictions, price
controls, currency fluctuations and increases in royalties, among others.
We cannot assure you that the
Argentine Government will not adopt policies that could adversely affect the Argentine economy or our business, financial condition or
operational results. In addition, we cannot assure you that future economic, regulatory, social and political developments in Argentina
will not impair our business, financial condition or operational results, or cause the market value of our ADSs and common shares to decline.
Our business, operational
results and financial condition depend on economic and political conditions in Argentina, which remain vulnerable
Most of our operations, facilities
and customers are located in Argentina, and most of our revenues are earned in Argentina. Hence, our financial condition and operational
results depend to a significant extent on macroeconomic, regulatory, political and financial conditions prevailing in Argentina.
The Argentine economy has experienced
significant volatility in recent decades, characterized by periods of low or negative growth, high levels of inflation and currency devaluation.
Sustainable economic growth in Argentina depends on a variety of factors including the international demand for Argentine exports, the
stability and competitiveness of the Peso against foreign currencies, confidence among consumers and foreign and domestic investors, a
stable rate of inflation, national employment levels and the circumstances of Argentina’s regional trade partners.
Following periods of economic
volatility, Argentina’s GDP grew 4.6% in 2025, after showing signs of stabilization. The IMF expects Argentina’s economy to
grow by 4.0% in 2026, supported by domestic demand, improved access to credit, declining inflation, and continued deregulation. However,
we cannot guarantee that this estimate will be met.
The current Argentine administration
faces significant macroeconomic challenges, such as continuing to reduce the inflation rate or maintaining it at low levels, sustaining
a fiscal surplus, accumulating reserves, supporting the Peso, further eliminating exchange controls, refinancing debt owed to private
creditors, and improving the competitiveness of the economy. Since taking office, the current administration has implemented a large number
of measures aimed at deregulating the Argentine economy and limiting government intervention in the private sector, including trade liberalization
through reduced tariff barriers, labor market modernization, easing of foreign exchange restrictions, and product market deregulation
across key sectors such as oil, gas, mining, and electricity. However, there can be no assurance that these measures will be sustained
or will achieve their intended objectives. As has occurred with previous reform efforts, these measures may be modified, delayed, reversed,
or challenged, including through legislative action or judicial proceedings, which could adversely affect economic stability and growth.
The Argentine macroeconomic
environment remains vulnerable, despite recent stabilization efforts. Although inflation has decelerated during 2025, declining from
an accumulated rate of 117.8% during 2024 to an accumulated rate of 31.5% during 2025, elevated inflation levels continue to undermine
confidence in the Argentine economy. Trade imbalances present further risks, as import volumes rose 30.5% year-over-year to approximately
U.S.$ 75.8 billion in 2025, which may strain foreign exchange reserves and the Argentine trade balance.
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Social and labor market conditions
present additional challenges. During the second semester of 2025, poverty and extreme poverty reached 28.2% and 6.3%, respectively; unemployment
reached 7.5%; and the informal employment rate reached 43.0%. Protests, such as those observed in recent years, or strikes, such as the
general strike of February 19, 2026, may negatively affect the stability of the political, social and economic environment and could negatively
impact global financial market confidence in the Argentine economy.
The Argentine Government’s
economic expectations may not materialize and the process of restoring confidence in the Argentine economy may take longer than anticipated
Argentina’s economy may
be adversely affected if political and social pressures prevent the Argentine Government from implementing policies designed to control
inflation, generate growth and enhance consumer and investor confidence, or if such policies once implemented fail to achieve their intended
objectives. These events could materially affect our financial condition and operational results or cause the market value of our ADSs
and our common shares to decline. Also, the Argentine economy could be affected by a regional or global crisis. See “External
shocks and “contagion” effects could have an adverse effect on the Argentine economy”.
We cannot assure you that a decline
in economic growth will not adversely affect our business, financial condition or operational results and cause the market value of our
ADSs and our common shares to decline.
The
policies or measures adopted by the Argentine Government from time to time may adversely affect the Argentine economy and the sectors
in which we operate
The Argentine Government has historically
exercised significant influence over the economy, and we operate in a highly regulated environment. In the recent past, the Argentine
Government has directly intervened in the economy, including through the implementation of expropriation and nationalization measures,
price controls and exchange controls. Since we operate in a context in which the governing law and applicable regulations change frequently,
in part as the result of changes in government administrations, it is difficult to predict if and how our activities will be affected
by such changes.
Javier Milei was elected President
of Argentina and took office in 2023. Once in office, President Milei announced various “shock” measures and policies designed
to reform the Argentine Government and economy. Such measures included DNU No. 70/23, which initiated a comprehensive series of amendments
in economic, labor, foreign trade, energy and legal policy areas, often with the goal of repealing relevant regulations. Additionally,
significant adjustments were implemented in the Argentine Civil and Commercial Code, mainly focused on foreign currency obligations, as
well as easing of regulation of contracts and restrictions to judicial authority in contractual intervention. Although the Argentine Senate
voted to reject DNU No. 70/23 on March 14, 2024, and transmitted the measure to the Chamber of Deputies, the decree remains in effect,
as the lower chamber had not, as of the date of this report, acted to reject it. The decree is also the subject of ongoing judicial challenges,
including court orders suspending certain labor-related provisions. We cannot predict the ultimate outcome of these proceedings or the
extent to which they may affect the decree’s scope, implementation, or continued effectiveness.
Concurrently with DNU No. 70/23,
President Javier Milei submitted an “Omnibus Law” bill to Congress aimed at deregulating the economy, modernizing the state,
easing labor laws, and privatizing state-owned companies. A revised version of the bill with a more limited scope was approved on June
27, 2024, enacting Law No. 27,742, known as the “Bases Law” (Ley Bases), which was implemented through extensive regulatory
action during 2025. Its labor modernization provisions have been in effect since July 9, 2024. The Bases Law also established the Large
Investment Incentive Regime (Régimen de Incentivo para Grandes Inversiones, or “RIGI”), which provides significant
tax, customs, and regulatory incentives for qualifying investments and aims to develop investments in strategic sectors such as oil and
gas, mining, renewable energies, and other strategic sectors. On February 19, 2026, the deadline to join the RIGI was extended until July
8, 2027, and new projects related to the production of liquid and gaseous hydrocarbons in greenfield blocks were incorporated into the
regime. There can be no assurance that these reforms and incentives will remain in force, be fully implemented as intended, or have a
positive effect on our business, financial condition, or operational results.
The current administration has
also enacted Law No. 27,802, published in the Official Gazette on March 6, 2026, which substantially amends employment rules in the country,
including a new mandatory employer contribution to a Labor Assistance Fund with a corresponding reduction in employers’ social
security contributions, measures to simplify the rules and formalities for the registration of employment relationships, amendments to
vacation policies, the possibility to agree, under certain circumstances and subject to specific conditions, to a compensatory system
for overtime work, the unification of criteria regarding the calculation of certain severance payments and the updating of amounts claimed
in labor judicial proceedings, and the regulation of additional aspects related to collective bargaining agreements and the right to
strike. On March 30, 2026, a court ruling was issued in the context of a legal action filed against such reform, pursuant to which a
preliminary injunction was granted suspending the application of certain provisions thereof. As a result, the effectiveness and/or implementation
of certain aspects of the labor reform may be limited pending a final decision. As of the date of this annual report, the ultimate scope
and impact of such ruling remain uncertain. We cannot assure you that Law No. 27,802 will remain in force in its current form or will
not be subject to further judicial challenge, modification, or repeal.
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Additionally, President Javier
Milei has implemented substantial reforms affecting the energy sector, including deregulation measures, liberalization of energy prices,
and elimination of certain export controls and currency restrictions. While these policies are generally intended to attract foreign
investment and stimulate development of unconventional resources such as the Vaca Muerta shale formation, the rapid pace of regulatory
change creates uncertainty regarding the long-term stability of our operating environment. The full implementation and durability of
these reforms remain subject to political and economic factors that could impact our operations.
On April 8, 2026, an amendment to Law
No. 26,639, which governs the Regime of Minimum Budgets for the Preservation of Glaciers and the Periglacial Environment, was approved
by Congress. Such amendment narrows the scope of protected zones to permit productive activities and modify the regulatory framework
applicable to hydrocarbon production in certain previously restricted periglacial areas.
We cannot assure you that the
reforms spearheaded by President Milei will be sustained in the long term. Argentine courts have suspended certain articles of DNU No.
70/23, particularly those related to labor matters, including subcontractor liability and the calculation of salaries, severance payments,
and social security contributions. More broadly, companies operating in Argentina face risks including strikes, social unrest, mandatory
amendment of existing contracts, and changes in taxation policies, including tax increases and retroactive tax claims. We cannot guarantee
that the Argentine Government’s economic, regulatory, social, and political framework, or the policies or measures it adopts or
may adopt, will not adversely affect the market value of our ADSs, our business, our financial condition, or our results of operations.
Recent political developments
in Argentina could affect macroeconomic, regulatory and social conditions in the country
On October 26, 2025, Argentina
held national midterm legislative elections to renew 127 of the 257 seats in the Chamber of Deputies and 24 of the 72 seats in the Senate.
President Javier Milei’s party, La Libertad Avanza, obtained approximately 40.7% of the national vote for the Chamber of Deputies
and approximately 42.0% for the Senate, while the principal opposition coalition, Fuerza Patria, obtained approximately 31.7% and 28.4%,
respectively. Following the elections, President Milei implemented a cabinet reshuffle affecting the Foreign Affairs, Interior, Security,
and Defense ministries.
In the immediate aftermath of
the elections, Argentine financial markets reacted positively, with the Peso appreciating against the U.S. Dollar, Argentine sovereign
bonds rising, and equity indices recording significant gains, reflecting improved investor confidence in the continuity of the administration’s
economic reform agenda. However, there can be no assurance that these conditions will be sustained. Political or social opposition to
the Argentine Government’s reform measures, adverse external developments or delays in the implementation of structural policies
could reverse these trends and generate volatility in Argentine financial markets, adversely affecting access to international financing,
the value of the Argentine Peso and the overall stability of the Argentine economy.
Argentina is scheduled to hold
presidential and legislative elections in 2027, which could result in a change in administration and further shifts in the direction of
economic and regulatory policy. We cannot assure you whether such changes will occur or, if they occur, estimate their timing or potential
effects on our operations and financial condition.
Exchange rate volatility
may adversely affect the Argentine economy
The Argentine Peso has been
subject to significant devaluation against the U.S. Dollar in the past and may be subject to fluctuations in the future. According to
the exchange rate information published by the Banco de la Nación Argentina, the Argentine Peso has depreciated 28.9%, 27.7% and
356.3% in 2025, 2024 and 2023, respectively. The Peso experienced sharp volatility during 2025, first in April when certain foreign exchange
controls were lifted and the exchange rate regime was converted to a managed float system. Later, the Peso came under renewed pressure
in the run-up to the 2025 midterm legislative elections.
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We
cannot predict whether and to what extent the value of the Peso could depreciate or appreciate against the U.S. Dollar and the way in
which any such fluctuations could affect our business. The value of the Peso compared to other currencies is dependent, in addition to
other factors, on the level of international reserves maintained by the BCRA, which have also shown significant fluctuations in recent
years. As of April 8, 2026, the international reserves of the BCRA totaled U.S.$ 44,750 million, reflecting recent purchases made by the
BCRA in the exchange market in order to increase such reserves.
Fluctuations in the value of
the Peso may also adversely affect the Argentine economy, the prices of our products, our financial condition and operational results.
The devaluation of the Argentine Peso may have a negative impact on the ability of certain Argentine businesses to service their foreign
currency-denominated debt, lead to high inflation, significantly reduce real wages, jeopardize the stability of businesses whose success
depends on domestic market demand, including public utilities and the financial industry, and adversely affect the Argentine Government’s
ability to honor its foreign debt obligations.
On the other hand, a significant
appreciation of the Argentine Peso against the U.S. Dollar could also present risks for the Argentine economy, including a reduction in
exports as a consequence of diminished external competitiveness, a trend that is currently affecting both export volumes and values. Any
such increase could also have a negative effect on economic growth and employment, reduce the Argentine public sector’s revenues
from tax collection in real terms and have a material adverse effect on our business, our operational results and our ability to repay
our debt within the respective maturity dates and may affect the market value of our ADSs, as a result of the overall effects of the weakening
of the Argentine economy.
Inflation
could adversely affect the Argentine economy and our operational results
Historically, inflation has
materially undermined the Argentine economy and the Argentine Government’s ability to create conditions that allow growth. In recent
years, Argentina has confronted inflationary pressures, evidenced by significantly higher fuel, energy and food prices, among other factors.
When the current administration
took office, it applied certain measures (see “The policies or measures adopted by the Argentine Government from time to time
may adversely affect the Argentine economy and the sectors in which we operate”) relating to the deregulation of prices for
food supplies, health insurances, communications, transport, gasoline and electricity and gas tariffs, which generated additional inflationary
pressure at first. However, according to data published by the INDEC, during 2024 and 2025 there was a significant deceleration of year-on-year
inflation with respect to previous years. The National CPI variation was 31.5% during 2025, 117.8% during 2024, and 211.4% during 2023,
continuing a multi-year deceleration trend. Notwithstanding this deceleration, inflation remains elevated.
During 2026, CPI rates for January
and February were 2.9% and 2.9%, respectively. For 2026, the IMF projects an annual inflation rate of 16.4%, while private analysts surveyed
in the March 2026 Market Expectations Survey (Relevamiento de Expectativas del Mercado – REM) forecast an annual inflation
rate of approximately 26%. As of the date of this annual report, the Argentine Government appears to have achieved a degree of stabilization
in the value of the Argentine Peso through various fiscal consolidation measures, including reductions in public expenditure and constraints
on monetary financing of the fiscal deficit. Notwithstanding this progress, inflation in Argentina remains elevated by international standards,
and the economy continues to operate in a transitional stabilization phase.
Any reversal or stalling of this
disinflation trend could affect Argentina’s foreign competitiveness, negatively impact employment and the level of economic activity
and undermine confidence in Argentina’s banking system, which may further limit the availability of domestic and international credit
to businesses. These risks are compounded by the structure of Argentine sovereign debt, a portion of which continues to be adjusted by
the “CER” (the Reference Stabilization Coefficient), a currency index that is strongly correlated with inflation. Therefore,
any significant increase in inflation would drive a corresponding increase in Argentina’s external debt, either in whole or in part,
as appropriate and, consequently, in Argentina’s financial obligations, which could exacerbate the stress on the Argentine economy.
An inflationary environment could undermine our operational results, adversely affect our ability to finance the working capital needs
of our businesses on favorable terms and our operational results and cause the market value of our ADSs and our common shares to decline.
There is uncertainty regarding
the effectiveness of the policies implemented by the Argentine Government to control, maintain and further reduce inflation and the potential
impact of those policies in the future. Argentina’s economic history demonstrates that periods of relative stability have frequently
been followed by renewed inflationary episodes triggered by political transitions, external shocks, fiscal imbalances, or changes in
monetary policy. We cannot assure that the inflation rate will not increase in the future or that measures taken or to be taken by the
Argentine Government to control inflation will be effective in the long term. High inflation may adversely affect the Argentine economy,
which in turn may have a negative impact on our financial condition and operational results.
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The interruption
of the publication of Argentine economic indexes or changes in their calculation methodologies could affect the projections made by the
Company
The INDEC is Argentina’s
main official agency responsible for collecting, producing, and publishing nationwide statistical data, including the CPI. Historically,
there have been concerns regarding the accuracy and independence of the INDEC statistics, and such concerns have periodically resurfaced.
In 2014, the INDEC established
the CPI, which reflects a broad measurement of consumer prices, considering price information from the 24 provinces of the country, divided
into six regions. Faced with the credibility of the CPI, as well as other indices published by the INDEC, being called into question,
the Argentine Government declared a state of administrative emergency for the national statistical system and the INDEC on January 8,
2016, based on the determination that the INDEC had failed to produce reliable statistical information, particularly with respect to CPI,
GDP, inflation and foreign trade data, as well as with poverty and unemployment rates. The INDEC temporarily suspended the publication
of certain statistical data until the reorganization of its technical and administrative structure to recover its ability to produce reliable
statistical information. In 2017, the INDEC began publishing a National CPI, which is based on a survey conducted by the INDEC and several
provincial statistical offices in 39 urban areas including each of Argentina’s provinces.
In February 2026, the
head of the INDEC resigned amid disagreements with the Ministry of Economy regarding the timing and criteria for implementing a new CPI
calculation methodology. Although the agency has not recently faced significant public controversy over the accuracy of its data, the
resignation reflected technical and policy disagreements over the methodological update. Future methodological or institutional changes
could still give rise to challenges or undermine confidence in official statistics.
Any future required correction
or restatement of the INDEC indexes could result in decreased confidence in Argentina’s economy, which, in turn, could have an adverse
effect on our ability to access international capital markets to finance our operations and growth, and which could, in turn, adversely
affect our operational results and financial condition and cause the market value of our ADSs and our common shares to decline.
Argentina’s ability
to obtain financing from international markets could be limited, which may impair its ability to implement reforms and foster economic
growth
Argentina has historically faced
difficulties in accessing capital markets due to its history of debt restructuring and creditor litigation. Since the 2001 crisis, the
country has undergone multiple restructurings, including debt swaps in 2005, 2010 and 2020, as well as agreements with the IMF in 2018,
2022 and 2025. These processes have allowed refinancing commitments but have affected investors’ confidence and macroeconomic stability.
Argentina also remains subject to numerous arbitration and litigation proceedings before ICSID, UNCITRAL tribunals, and U.S. and foreign
courts, arising from emergency economic measures and sovereign debt defaults. Adverse outcomes in these proceedings could result in significant
monetary awards and enforcement actions, further limiting Argentina’s financial resources and access to international financing.
Despite credit rating upgrades in 2025 following fiscal improvements, Argentina’s debt sustainability remains uncertain as continued
multilateral financing depends on meeting fiscal and reserve accumulation targets the country has previously failed to achieve. See “Any
downgrade in Argentina’s and/or Pampa’s credit rating or rating outlook could adversely affect both the rating and the market
price of the Company’s ADSs and shares.”
The country has resorted to international
organizations such as the IMF and the Paris Club to obtain financing, with successive revisions and disbursements conditioned on the fulfillment
of fiscal and monetary goals. In this context, the current administration has continued with debt negotiations and payments. On April
8, 2025, the IMF and the Argentine Government reached a staff-level agreement on a comprehensive economic program that could be supported
by a 48-month arrangement under the Extended Fund Facility (EFF) totaling U.S.$ 20 billion. The IMF’s Executive Board approved the
arrangement on April 11, 2025, with an immediate disbursement of U.S.$ 12 billion. The first review, completed in July 2025, resulted
in an additional disbursement of approximately U.S.$ 2 billion, though the IMF noted that net international reserves targets had been
missed in mid-June 2025, with a waiver granted in August 2025.
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Alongside the IMF’s support,
Argentina secured other significant bilateral and multilateral financing arrangements in 2025, including agreements reached between the
BCRA and the People’s Bank of China in April 2025, as well as financing from the Inter-American Development Bank and the World Bank.
Additionally, the BCRA entered into a U.S.$ 2 billion repurchase agreement with international private banks to bolster foreign currency
reserves. In October 2025, the Argentine Government and the U.S. Treasury announced a U.S.$ 20 billion currency swap line financed through
the Treasury Department’s Exchange Stabilization Fund (ESF).
Despite these financing arrangements,
Argentina’s debt sustainability remains uncertain. The country must service over U.S.$ 45 billion in foreign debt obligations over
the next three years, including more than U.S.$ 15 billion owed to the IMF. Continued access to IMF disbursements and other multilateral
financing depends on Argentina’s ability to meet fiscal, monetary, and reserve accumulation targets, which the country has previously
failed to achieve. Such a failure, or a deterioration in access to foreign investment and financing could hinder sustainable growth, aggravate
fiscal problems and increase inflation. The difficulty in sustaining growth with price stability could lead to a new episode of economic
instability, affecting both public finances and the private sector.
For private sector actors, such
as us, this scenario represents higher financing costs, restrictions on access to credit and risks derived from macroeconomic volatility.
Uncertainty about the Government’s ability to implement effective policies casts doubt on the stability of the business environment,
affecting the private sectors’ planning and growth perspectives.
Argentine corporations may
be restricted from making payments in foreign currencies or from importing certain products
Exchange controls could adversely
affect our financial condition or results of operations and our ability to meet our foreign currency obligations and execute our financing
plans.
Despite the substantial liberalization
of restrictions on accessing the foreign exchange market for individuals, certain restrictions remain in effect for corporations in Argentina.
See “Item 10. Additional Information - Exchange Controls”. These restrictions affect corporations’ ability to
access the MLC to acquire foreign currency to transfer funds to other countries, service debt, make payments outside Argentina and other
operations which require, in some cases, prior approval by the Central Bank. These restrictions may affect our operations and expansion
projects, which require the import of equipment, services and other goods for which payment may be restricted. The Argentine Government
may reimpose or create further restrictions on the access to the MLC. In such a case, our ability to make payments outside Argentina and
to comply with our foreign currency obligations may be adversely affected. We cannot predict what the impact of future changes to exchange
control policies would be on the Argentine economy or on our financial position.
During 2025, the Argentine Government
replaced its crawling peg exchange rate regime with a floating band, under which the Peso moves freely within a range that widens monthly.
It has also pursued policies aimed at currency competition, permitting transactions in Pesos, U.S. Dollars, or other currencies. The Government
could further modify the exchange rate regime by creating multiple exchange rates for different types of transactions, substantially modifying
the applicable exchange rate at which we acquire currency to service our outstanding foreign currency-denominated liabilities or even
dollarize the economy, as Milei expressed during his presidential campaign. We cannot predict what the impact of such policy would be
on the Argentine economy and our financial position if they were adopted.
Additional volatility, appreciation
or depreciation of the Peso against the U.S. Dollar or reduction of the Central Bank’s reserves because of currency intervention
could adversely affect the Argentine economy and our ability to service our debt obligations and could affect the value of our ADSs and
our common shares. We cannot assure you that the official exchange rate will not fluctuate significantly in the future. Despite the current
administration’s intention to further eliminate restrictions, there can be no assurances regarding future modifications to exchange
controls or whether they will be eliminated for the short or long term. In the future, the Argentine Government may introduce new exchange
controls and/or strengthen the existing ones, create restrictions on transfers to other countries, restrictions on capital movement or
other measures in response to an eventual capital flight, further inflation or a significant depreciation in the Peso, measures that could,
in turn, affect our ability to access the international capital markets.
We cannot predict whether,
and to what extent, the value of the Argentine Peso may depreciate or appreciate against the U.S. Dollar or other foreign currencies,
and how these uncertainties will affect our businesses. Existing and future measures may negatively affect Argentina’s international
competitiveness, discourage foreign investments and lending by foreign investors or increasing foreign capital outflow, which could have
an adverse effect on economic activity in Argentina, and which in turn could adversely affect our business and results of operations.
We cannot predict how these conditions will affect our ability to meet our liabilities denominated in currencies other than the Argentine
Peso. Any limitations or restrictions on transferring funds abroad imposed by the Government could undermine our ability to access international
capital markets, pay dividends on our ADSs or make payments (of principal or interest) under our outstanding indebtedness in U.S. Dollars,
as well as to comply with any other obligation denominated in foreign currency, to
import certain products or goods that we use as inputs or affect in other ways our business and our operational results, or cause the
market value of our ADSs and our common shares to decline.
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Argentine public expenditure may generate negative
consequences for the Argentine economy
Public expenditure has significantly
increased throughout the last decades in Argentina. In the past, the Argentine Government adopted several measures to finance its high
public expenditure, including, among others, using the resources of the Central Bank and the ANSES to fund its financial needs, and implementing
an expansionary monetary policy that increased inflation levels.
The current administration has
implemented a significant fiscal consolidation program aimed at eliminating the fiscal deficit through reductions in public spending.
Measures taken to achieve this have included (i) devaluing the Argentine Peso by 54% against the U.S. Dollar; (ii) suspending public works;
(iii) reducing subsidies for energy and transportation services; (iv) halting official advertising; (v) reducing the number of ministries
and secretariats; and (vi) reducing the size of the public sector workforce.
As a result of the measures taken
by the current administration, in December 2025, primary expenditure in the National Public Sector fell by 0.2% year-over-year in real
terms. Moreover, according to statistical information published by the Ministry of Economy, as of December 2025, Argentina achieved a
primary surplus of Ps. 11,769,219 million, thus closing 2025 with a surplus of 1.4% of GDP and registering a financial surplus. On December
27, 2025, the Argentine Senate passed the 2026 budget by a vote of 46 to 25, marking the first budget approved by Congress since President
Milei took office. The 2026 budget projects a primary surplus equivalent to 1.2% of GDP.
We cannot predict how the measures
that the Argentine Government has applied and may continue to apply will impact the Argentine economy and, in turn, our business, our
financial condition and the result of our operations. Moreover, we cannot be certain that the fiscal surplus generated by President Milei’s
spending cuts will be sustained or that spending cuts will not lead to political and social upheaval. Opposition to the current administration’s
austerity measures could result in a return to prior levels of public spending.
A new fiscal deficit may generate
further complications for the Argentine Government’s ability to access the financial markets in the long term, and, at the same
time, further limit Argentine corporations’ access to those markets. See “Argentina’s ability to obtain financing
from international markets could be limited, which may impair its ability to implement reforms and foster economic growth”.
Failure to adequately address
actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial
condition
A lack of a solid and transparent
institutional framework for contracts with the Argentine Government and its agencies and corruption allegations have affected and continue
to affect Argentina. Argentina ranked 104 of 182 countries in the Transparency International’s 2025 Corruption Perceptions Index.
Ongoing investigations and allegations of corruption involving high-ranking government officials may create political instability and
adversely affect Argentina’s economy and investment climate.
As of the date of this annual
report, there are various ongoing investigations into allegations of money laundering and corruption being conducted by the Office of
the Argentine Federal Prosecutor, which have negatively impacted the Argentine economy and political environment. Depending on the results
of these investigations and how long it takes to finalize them, companies involved may be subject to, among other consequences, a decrease
in their credit ratings, having claims filed against them by investors in their equity and debt securities, and may further experience
restrictions on their access to financing through the capital markets, all of which will likely decrease their income. Additionally, if
criminal cases against companies move forward, they may be restricted from rendering services or may face new restrictions due to their
customers’ internal policies and procedures. These adverse effects could restrict these companies’ ability to conduct their
operating activities and to fulfill their financial obligations. Consequently, the number of suppliers available for our operations may
be reduced which could in turn have an adverse effect on our commercial activities and results of operations.
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The Argentine Government has announced
several measures aimed at strengthening Argentina’s institutions and reducing corruption. These measures include creating a special
prosecutor’s office in charge of investigations involving national and provincial officials related to illicit enrichment and asset
increases, plea bargains in exchange for cooperation with the judiciary in corruption investigations, greater access to public information,
the seizure of assets from officials prosecuted for corruption, expanded powers for the Anti-Corruption Office, and the enactment of a
new public ethics law, among others. However, the effectiveness and independence of these mechanisms have come under scrutiny. During
2025, a special investigative task unit established to investigate allegations of corruption was dissolved by presidential decree after
only three months. The Anti-Corruption Office cleared senior government officials of wrongdoing in matters that remain subject to ongoing
judicial and congressional investigations, and a congressional commission accused Executive Branch officials of systematically obstructing
its inquiries. We cannot guarantee that existing anti-corruption measures will be effectively implemented or that they will achieve the
desired result.
We cannot estimate the impact
that the new measures could have on the Argentine economy. Similarly, it is not possible to predict the duration of corruption investigations,
nor which companies might be involved or how far-reaching the effects of these investigations might be, particularly in the energy sector,
or if there will be any other future investigations in this or other industry, which may negatively impact the Argentine economy. In turn,
the decrease in investor confidence resulting from any of these, among other issues, could have a significant adverse effect on the growth
of the Argentine economy, which could, in turn, harm our business, financial condition and operational results and affect the trading
price of our common shares and ADSs.
Our operating costs could
increase as a result of the promotion or adoption of certain measures by the Argentine Government as well as pressure from union sectors
We are subject to substantial
and evolving risks associated with labor regulations, wage inflation, and collective bargaining activities in Argentina, any of which
could increase our operating costs, disrupt our operations, and adversely affect our financial performance and results of operations.
In the past, the National Government promoted and adopted laws and collective labor agreements that imposed on private sector employers
the obligation to maintain certain salary levels and provide additional benefits to their employees. In addition, employers have come
under strong pressure from employees and unions to grant wage increases and other benefits.
The current Argentine administration
has pursued a series of labor-market reforms. DNU No. 70/23 and the Bases Law enacted measures aimed at easing existing labor regulations,
reducing mandatory employer contributions, and introducing greater flexibility in employment contracts. However, these measures have been
subject to judicial challenges and partial suspensions, and their scope, enforceability and ultimate validity remain uncertain. If key
provisions are struck down or narrowed, we may be subject to the reinstatement of prior, more burdensome regulatory requirements. Moreover,
Law No. 27,802 was enacted, modifying certain aspects of labor law. However, following the court ruling issued on March 30, 2026, which granted a preliminary injunction suspending the
application of certain provisions of the recent labor reform, the scope and implementation of such changes may be limited pending further
judicial review and a final decision on the merits (see “The policies or measures adopted by the Argentine Government from time
to time may adversely affect the Argentine economy and the sectors in which we operate”).
Notwithstanding the measures implemented
by the current administration (see “The policies or measures adopted by the Argentine Government from time to time may adversely
affect the Argentine economy and the sectors in which we operate”) aimed at reducing the involvement of the government in the
private sector, we cannot assure that such measures will achieve their intended purpose, that such measures will not be reversed or limited
in any way in the future or that new measures that could increase minimum wages, mandatory benefits, severance obligations, or other employer-borne
labor costs will not be enacted. Any salary increase and/or any other labor cost could result in higher costs and adversely affect the
results of the Company’s operations. See “We employ a largely unionized labor force and could be subject to organized labor
action, including work stoppages”.
External shocks and “contagion”
effects could have an adverse effect on the Argentine economy
Although economic conditions vary
from country to country, investors’ perceptions of events occurring in certain countries have in the past substantially affected,
and may continue to substantially affect, capital flows into and investments in securities of issuers from other countries, including
Argentina.
The effects of a global or regional
financial crisis and related turmoil in the global financial system may have a negative impact on our business, capacity to access credit
and international capital markets, financial condition and operational results, which is likely to be more severe on an emerging market
economy, such as Argentina. There can be no assurance that the Argentine financial system and securities markets will not be adversely
affected by policies that may be adopted by foreign governments or the Argentine Government in the future. Argentina can also be adversely
affected by negative economic or financial events that take place in other countries, subsequently affecting our operations and financial
condition, including our ability to repay our debt at its maturity date.
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This occurred on numerous occasions,
such as in 2008, when the global economic crisis resulted in a sharp economic decline in Argentina’s economic activity throughout
2009, accompanied by inflationary pressures, depreciation of the Peso and a drop in consumer and investor confidence. In 2020, a new global
financial crisis began as a result of Covid-19. Similarly, in 2022, another crisis was triggered because of the military invasion of Ukraine
by the Russian Federation, which had a strong impact on the world’s main stock exchanges and on the economic and trade relations
of many countries. Economic slowdowns, especially in Argentina’s major trading partners such as Brazil, led to declines in the Argentine
economy in the past.
The administration of U.S. President
Donald Trump has introduced significant changes in trade and regulatory policies, including tariffs, trade restrictions, and enforcement
measures that could affect cross-border commerce and foreign business operations. In April 2025, President Trump signed a series of executive
orders imposing various reciprocal tariffs, and other governments have imposed and may continue to impose retaliatory tariffs, trade restrictions
or other trade barriers. On February 20, 2026, the U.S. Supreme Court ruled that these reciprocal tariffs, which were imposed under the
International Emergency Economic Powers Act (“IEEPA”), are unconstitutional. The effect on global economic growth and trade
of these measures, as well as the full implications of this ruling, remains uncertain, and could disrupt global trade flows, and increase
operational costs for companies reliant on international supply chains.
The United States and Argentina
agreed to a Framework for an Agreement on Reciprocal Trade and Investment in November 2025, under which certain Argentine exports were
exempted from reciprocal tariffs. Following the U.S. Supreme Court’s ruling of February 20, 2026, the IEEPA-based reciprocal tariffs
on Argentine imports were invalidated and subsequently terminated, although other trade measures remain in place and additional measures
have been announced. Steel and aluminum continue to be subject to a 50% tariff rate. U.S. trade policy has been characterized by significant
volatility and uncertainty, with tariff rates and covered products changing frequently and with limited advance notice. Tariffs may be
reimposed under alternative legal authorities, further increased, expanded to additional products, or modified at any time. There can
be no assurance that current trade arrangements will continue or that future changes to U.S. trade policy will not adversely affect Argentina’s
economy or our operations. Any such changes, or retaliatory measures by other countries, could increase our costs for imported materials
and equipment, disrupt our supply chains, and adversely affect our business, results of operations, and financial condition.
On January 3, 2026, the United
States conducted a military operation in Venezuela resulting in the capture of Nicolás Maduro and his spouse on drug trafficking-related
charges, with the Venezuelan Supreme Court subsequently designating Vice President Delcy Rodríguez as acting president. Further
escalation of the situation in Venezuela could lead to significant market and other disruptions, which could have a material adverse effect
on Latin America and global energy prices, thereby impacting our business, financial position, results of operations and cash flows.
At the same time, the war between
Ukraine and Russia has had a significant economic impact worldwide, causing high volatility in the prices of primary commodities. Any
further escalation of the conflict could lead to increased volatility in global oil and gas prices. Destabilization of global oil and
gas prices could reduce the price of oil and natural gas and adversely affect our profitability. Increases in oil and gas prices may not
persist and could be followed by price decreases based on factors beyond our control, including geopolitical events.
In this sense, in Argentina,
the natural gas supply may be affected, with negative effects on the energy generation, especially for industries. The shortage of natural
gas may adversely affect our generation dispatch assets. While we do not have any material business or financial ties to Russia or Ukraine
as part of our own business, the impact of higher energy prices and higher prices for certain goods and services resulting in higher inflation
and disruptions to financial markets across the globe may impact our business in the future. Further escalation of such armed conflict
could lead to supply disruptions and higher energy costs, among others, which could adversely affect our results of operations.
The ongoing conflict between
Israel, Hamas, and Hezbollah, together with broader hostilities across the Middle East, has contributed to world economic instability
and uncertainty in global financial markets, adversely affecting our operations. The United Nations has reinstated sanctions against
Iran in connection with its nuclear program, and the United States has intensified its pressure campaign through targeted sanctions against
entities linked to the financing of Hamas and Hezbollah. President Javier Milei has also expressed a pro-Israeli position, and the Argentine
Government has included Hamas in the list of terrorist organizations.
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On February 28, 2026, the United States and Israel commenced large-scale airstrikes against Iran, targeting military, governmental, and
nuclear-related infrastructure, resulting in the death of Iran’s Supreme Leader, Ayatollah Ali Khamenei. Iran responded with widespread
missile and drone attacks against Israel, U.S. military bases, and several Gulf states, causing substantial disruption to airspace, energy
infrastructure, and civilian life across the Middle East, with significant casualties, displacement, and market volatility. The war in
Iran has materially heightened uncertainty in international markets and has led to sustained volatility in global energy prices. On April
7, 2026, the United States and Iran entered into a two-week ceasefire agreement, which led to a sharp decline in oil prices. There can
be no assurance the ceasefire will be extended or result in a lasting resolution of hostilities. Given the strategic importance of the
region to global oil supply, any resumption or escalation of hostilities or a prolonged conflict in the region could have a material impact
on our business, financial condition, and results of operations.
There can be no assurance that
the Argentine financial system and securities markets will not be adversely affected by policies that may be adopted by foreign governments
or the Argentine Government in the future, or by events in the economies of developed countries or in other emerging markets.
Finally, international investors’
perceptions of events occurring in one market may generate a “contagion” effect by which an entire region or class of investment
is disfavored by international investors. Argentina could be adversely affected by negative economic or financial developments in other
emerging and developed countries, which in turn may have a material adverse effect on the Argentine economy and, indirectly, on our business,
financial condition and results of operations, and the market value of our ADSs and common shares.
The effects of an economic crisis
on our customers and on us cannot be predicted. Weak global and local economic conditions could lead to reduced demand or lower prices
for energy, hydrocarbons and related oil products and petrochemicals, which could have a negative effect on our revenues. Economic factors
such as unemployment, inflation and the unavailability of credit could also have a material adverse effect on the demand for energy and,
therefore, on our business, financial condition and operational results. The financial and economic situation in Argentina or in other
countries, such as Brazil, may also have a negative impact on us and third parties with whom we do, or may do, business.
The Argentine economy and
finances may be adversely affected by declines in international commodity prices or in the production levels of commodities
The commodities market is characterized
by its volatility. Commodities exports contribute significantly to the revenues of the Argentine Government. Consequently, the condition
of the Argentine economy remains relatively dependent on the price of its exports, particularly soybeans and other agricultural products.
Argentina suffered severe droughts
during the 2018 and 2023 growing seasons that caused significant economic headwinds for Argentina. The 2025 season has again faced climate
volatility, with drought and extreme heat in late December 2024 and January 2025 affecting key growing regions, particularly in northeastern
Argentina. Additionally, record soybean production in Brazil and other South American producers has contributed to downward pressure on
global commodity prices, potentially affecting Argentina’s export revenues.
A sustained decrease in the international
price of the main commodities exported by Argentina, or any future climate event or condition may have an adverse effect on the agricultural
sector. This would negatively impact the revenues of the Argentine Government and its capacity to comply with the payments of its public
debt, eventually generating recessive or inflationary pressures, thus affecting our business, financial situation and the results of our
operations.
Any downgrade in Argentina’s
and/or Pampa’s credit rating or rating outlook could adversely affect both the rating and the market price of the Company’s
ADSs and shares
Argentina’s long-term
debt denominated in foreign currency, as of the date of this report, is rated “Caa1” by Moody’s, “CCC+”
by S&P and “CCC+” by Fitch.
Pampa and its subsidiaries
are also assigned credit ratings, which are based on information provided by Pampa or obtained by risk rating agencies from independent
sources. These ratings are also influenced by the credit ratings of Argentine Government bonds and general opinions related to the Argentine
financial system considered as a whole. During 2025, major credit rating agencies upgraded both Argentina’s sovereign ratings,
reflecting the country’s improved fiscal discipline and macroeconomic stabilization. However, the agencies continue to note Argentina’s
external vulnerabilities and foreign currency constraints.
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Along with these sovereign upgrades,
Pampa’s ratings also improved. In February 2025, S&P upgraded Pampa’s debt rating to “B-” from “CCC”
as a result of improved sovereign-related constraints and credit conditions and later, in August 2025, upgraded Pampa’s stand-alone
rating from “b+” to “bb-”.
On March 3, 2026, Fitch also
upgraded Pampa’s Long-Term Foreign and Local Currency Issuer Default Ratings from “B-” to “B” and its senior
unsecured notes from “B” to “B+” with a Recovery Rating of “RR3”.
Notwithstanding these developments,
the Company cannot guarantee that Pampa’s ratings or Argentina’s rating outlook will remain stable. A downgrade, suspension
or withdrawal of Pampa’s credit ratings could give rise to the following consequences, among others: (i) an increase in financing
costs and other difficulties related to fundraising; (ii) the need to provide additional guarantee in relation to financial market operations;
and (iii) the termination or cancellation of existing agreements.
Risks Related to our Company
We operate a material portion
of our business pursuant to public concessions granted by provincial and national governments, which may not be renewed, or may be revoked
or terminated, and whose economic and other conditions may change
We conduct a material part of
our businesses pursuant to public concessions granted by provincial and national governments in Argentina to Pampa and other companies
in which we hold interests. These concessions contain several requirements regarding the operation of those businesses and compliance
with laws and regulations. Compliance with our obligations under our concessions is, in certain cases, secured by a pledge of our shares
in the concessionaires in favor of the governments.
Accordingly, upon the occurrence
of specified events of default under these concessions, the governments would be entitled to foreclose on their pledge of the concessionaire
and sell our shares in that concessionaire to a third party. Such sales would have a severe negative impact on our ability to operate
a material portion of our business, and as a result, our operational results would be materially adversely affected.
Moreover, our concessions also
generally provide for termination in the case of insolvency or bankruptcy of the concessionaire. If any of our concessions are terminated
or if any government forecloses its pledge over the shares we own in any of our concessionaire companies, or if, upon termination, such
concessions are not renewed or extended or are only renewed or extended subject to further economic or other conditions, such companies
may not be able to continue to operate as a going concern or their operational and financial condition may be adversely affected by such
new requirements. In turn, our consolidated operational results would be materially adversely affected and the market value of our shares
and ADSs could decline.
Our performance is largely
dependent on recruiting and retaining key personnel
Our current and future performance
and the operation of our business are dependent upon the contributions of our senior management and our skilled team of engineers and
other employees. We depend on our ability to attract, train, motivate and retain key management and specialized personnel with the necessary
skills and experience. There is no guarantee that we will be successful in retaining and attracting key personnel and the replacement
of any key personnel who were to leave could be difficult and time-consuming. The loss of the experience and services of key personnel
or the inability to recruit suitable replacements and additional staff could have a material adverse effect on our business, financial
condition and operational results.
We employ a largely unionized
labor force and could be subject to organized labor action, including work stoppages
The sectors in which we operate
are generally unionized across the country. As of December 31, 2025, 50.73% of our workforce was represented by unions under collective
bargaining agreements. Although our relations with trade unions have been historically stable, we cannot be sure that we will not experience
work stoppages or disruptions in the future, which could have material adverse effects on our business and revenues. A primary reason
for this is that our collective bargaining agreements are negotiated on an annual basis. As such, we are unable to guarantee the continuity
of current terms and conditions in subsequent collective bargaining agreements, nor that we will not be subject to strikes or work stoppages
before or during the negotiation process.
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If we are unable to negotiate salary agreements or are subject
to strikes or work stoppages, our operations, financial condition and the market value of our shares and ADSs could be materially affected
in an adverse way.
We could be subject to accidents
or other events that may not be covered by our insurance policies
We carry insurance policies that
are consistent with industry standards in each of our different business segments. Although we believe our insurance coverage is commensurate
with international standards, no assurance can be given of the existence or sufficiency of risk coverage for any particular risk or loss
both in our ongoing businesses or in the construction stages of our ongoing or future projects. If an accident or other event occurs that
is not covered by our current insurance policies in any of our business segments or projects, we may experience material losses or have
to disburse significant amounts from our own funds, which may have a material adverse effect on our net profits and our overall financial
condition and the market value of our shares and ADSs.
We conduct a portion of
our operations through joint ventures and co-controlled companies, and our failure to continue such joint ventures and co-controlled companies
or to settle any potential material disagreements with our partners could have a material adverse effect on the success of these operations
We conduct a portion of our operations
through joint ventures and co-controlled companies and, as a result, the continuation of such joint ventures and co-controlled companies
is vital to our continued success. In the event that any of our partners were to decide to terminate its relationship with us in any such
joint venture or co-controlled companies or sell its interest in such joint venture, we may not be able to replace our partner or obtain
the necessary financing to purchase our partner’s interest. Furthermore, in certain cases such as Transener and TGS, we cannot hold
a controlling interest due to applicable Argentine regulations. As a result, the failure to continue some of our joint ventures or co-controlled
companies or to resolve any potential disagreement with our partners or to find new partners could adversely affect our ability to conduct
the business that is the subject of such joint venture or co-controlled company, which would in turn negatively affect our financial condition
and operational results and the market value of our shares and ADSs.
Our derivative risk management activities could
result in financial losses
We may enter derivative financial
instruments such as foreign exchange, interest rate and commodity hedges, among others, to mitigate market risks of certain present or
future assets to whose prices we are exposed.
Although we would only execute
non-speculative trades, we might be exposed to adverse fluctuations in the price of the assets underlying the derivative contracts, such
contracts might fail to provide perfect hedging for the nature of the risks or our counterparties might fail to perform their obligations,
any of which could result in financial losses and adversely affect our business, financial condition and results of operations.
We may not be able to effectively
hedge our currency risk in full regarding a devaluation of the Argentine Peso
Although a significant portion
of our revenue in the spot market for power generation is denominated in U.S. Dollars, our revenues are mainly collected in Argentine
Pesos at an exchange rate that is fixed at the end of each month. As a result, we are exposed to exchange rate fluctuations between the
rate-fixing date and the actual receipt of revenue. Furthermore, a significant portion of our existing financial indebtedness is denominated
in U.S. Dollars. If we are not able to effectively hedge all or a significant portion of our currency risk exposure, a devaluation of
the Argentine Peso may have a material adverse effect on our financial condition and results of operations.
We are or could be involved
in various legal proceedings which could result in unfavorable rulings against us
Our business may expose us to
litigation relating to labor, environmental, health and safety matters, regulatory, tax and administrative proceedings, governmental investigations,
tort claims, and contract disputes, among other matters.
We are or could be party to several
legal proceedings, some of which have been pending for several years. We cannot be certain that these claims will be resolved in our
favor and responding to the demands of litigation may divert our management’s time and attention and our financial resources. In
the context of these proceedings, we may be required to pay fines or monetary damages, and we may also be subject to complementary sanctions
or injunctions affecting our ability to continue our operations. While we may contest these matters vigorously and make insurance claims
when appropriate, litigation and other proceedings are inherently costly and unpredictable, making it difficult to accurately estimate
the outcome of actual or potential litigation or proceedings. See “Item 8. Legal Proceedings”.
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Cybersecurity events, including
cyber-attacks, could adversely affect our business, financial condition, operational results and cash flows
We rely extensively on internet-based
data processing, communication, public cloud services and information exchange platforms. The increasing sophistication and frequency
of cyber-attacks, combined with our growing dependence on internet-connected equipment and systems, have heightened our exposure to potential
cybersecurity incidents. In recent years, cyber-threats and cyber-attacks targeting critical infrastructure in the energy sector have
become more sophisticated, frequent, coordinated and costly, and could be and have been targeted at our operations or information technology
systems.
These cyber-threats and cyber-attacks
may include computer intrusions, fraud, phishing, identity theft and other disruptions that compromise the security of information stored
within or transmitted through our computer systems and network infrastructure. The integrity of our information technology and operational
systems could also be compromised as a result of the negligence or misconduct of our employees. If such integrity were to be materially
compromised, this could lead to operational disruptions, fraud, property damage, theft of customer information, significant revenue losses,
response and remediation costs, financial loss, increased regulatory scrutiny, litigation, and reputational damage. Additionally, our
facilities, which maintain partial connectivity to manufacturer systems for maintenance and operational control, could be adversely affected
by attacks targeting third party systems.
Despite encountering various
cybersecurity threats during 2025, none resulted in material incidents, losses or adverse effects on our operations, largely due to the
measures we implemented. However, due to the evolving and increasingly sophisticated nature of these threats, we cannot provide any assurance
that our current and future systems will be entirely free from vulnerabilities, and our risk and exposure cannot be fully quantified or
entirely mitigated, making cybersecurity a material risk for us and our business. A cyber-attack, whether directed to us or third-party
infrastructure on which we rely, could adversely affect our business, operational results, and financial condition.
Our operations could cause
environmental risks and any change in environmental laws could increase our operating costs
Some of our operations are subject
to environmental risks that could arise unexpectedly and cause material adverse effects on our operational results and financial condition.
In addition, the occurrence of any of these risks could lead to personal injury, loss of life, environmental damage, repair and expenses,
equipment damage and liability in civil, criminal and administrative proceedings. We cannot assure you that we will not incur additional
costs related to environmental issues in the future, which could adversely affect our operational results and financial condition. In
addition, we cannot ensure that our insurance coverage is sufficient to cover the losses that could potentially arise from these environmental
risks.
Moreover, we are subject to a
broad range of environmental legislation, both in Argentina and in other countries where companies we have interests in are located. Local,
provincial and national authorities in Argentina and other countries where companies we have interests in are located may implement new
environmental laws and regulations and may require us to incur higher costs to comply with new standards. The imposition of more stringent
regulatory and permit requirements in relation to our operations in Argentina could significantly increase the costs of our activity.
We cannot predict the effects
of the implementation of any new environmental laws and regulations on our financial condition and operational results.
We may be unable to collect
payments of amounts due, or to collect them in a timely manner, from CAMMESA, ENARSA, the Argentine Government and other customers
As electricity generators, fuel
producers and in our petrochemical business, we receive payments from CAMMESA, ENARSA, the Argentine Government and other customers. These
payments could be altered and/or delayed.
We collect funds from CAMMESA
for energy and capacity sold on the spot market, as well as under PPAs. CAMMESA, in turn, supplies this energy to the distributors, who
must make payments to CAMMESA for the electricity provided and are currently indebted to CAMMESA for substantial sums owed for the energy
supplied.
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Accordingly, payments to generators
should be settled within 42 days from the end of each month; however, in recent years there have been significant delays in such payments.
In addition, the Argentine Government has, at times, implemented exceptional mechanisms affecting the manner and timing of settlement
of CAMMESA obligations. For example, during 2024, payments corresponding to the months of December 2023 and January 2024 were paid with
Argentine Sovereign Bonds, resulting in significant losses to our results.
Regarding direct contracts with
customers, distributors and/or energy traders, the recent issuance of SE Resolution No. 400/25 reinstalled a Term Market (MAT) with certain
restrictions (see “Item 4 - The Argentine Energy Sector – Electricity Regulatory Framework”). Consequently, not
all of our generation units are eligible to participate in MAT contracts. Insofar as we are able to enter into such contracts, our revenues
would depend on the timely collection of our credits from our customers.
We cannot assure you that measures
aimed at reducing the debt of distributors will be implemented, that CAMMESA will be able to pay generators or that the WEM Large Users
will comply with their payment obligations.
Furthermore, we have participated
and continue to participate in programs aimed at promoting or incentivizing natural gas production by the Argentine Government to achieve
self-sufficiency and, in turn, generate higher levels of activity, investment, and employment in the national natural gas sector. See
“Item 4 - The Argentine Energy Sector - Oil & Gas Regulatory Framework”.
Under these programs, we have
entered into natural gas supply contracts with CAMMESA (which supplies this fuel to electricity market generators) and ENARSA, receiving
payments from both entities as consideration for the gas supplied and a price supplement from the Argentine Government for such gas. Payments
due from CAMMESA, ENARSA and the Argentine Government have suffered significant delays in recent years. SE Resolution No. 606/25 provided
a 30-day period for ENARSA to establish the terms of such assignment. Such period was extended to 45 days by SE Resolution No. 36/26
and for an additional 180 days by SE Resolution No. 54/26. See “Item 4. The Argentine Energy Sector - Oil & Gas Regulatory
Framework - Assignment of contracts with ENARSA”. We cannot assure you that the existing debts owed to the adhering producers
will be resolved in a manner favorable to us, which could adversely affect our operational results, revenues, and financial position.
Moreover, our operational results
also depend on the timely collection of receivables from our other customers. Our customers’ ability to meet their payment obligations
is heavily influenced by Argentina’s overall economic environment, including high inflation rates, fluctuations in disposable income,
and restricted access to financing, as previously described in this annual report. See “Our business, operational results and
financial condition depend on economic and political conditions in Argentina, which remain vulnerable”. Any significant economic
downturn or sustained period of financial instability in Argentina could lead to an increase in payment defaults, higher delinquency rates,
or requests for extended payment terms. If we experience a material increase in uncollectible accounts or a significant slowdown in our
collection cycle, our liquidity, cash flows, and results of operations may be adversely affected.
We cannot guarantee that CAMMESA,
ENARSA, the Argentine Government and/or other customers will not experience payment delays, or that such payments will not be altered
in any way. Such delays or modifications could negatively affect our operational results, revenues, investment plans and financial position,
including our ability to pay our debts when due and, consequently, the market value of our shares and ADSs.
Certain of our outstanding
financial indebtedness includes bankruptcy, reorganization proceedings and expropriation events of default and we may be required to repay
all of our outstanding debt upon the occurrence of any such events
As of the date of this annual
report, certain expropriation and condemnation events with respect to us may constitute an event of default, which, if declared, could
trigger the acceleration of our obligations under the relevant indebtedness and require us to immediately repay all such accelerated
indebtedness. In addition, a significant part of our outstanding financial indebtedness includes certain events of default related to
bankruptcy and voluntary reorganization proceedings (concurso preventivo). If we are not able to comply with certain payment obligations
as a result of our financial situation and if the requirements set forth in the Argentine Bankruptcy Law No. 24,522 are met, any creditor,
including us, would be qualified to file for bankruptcy, or we would be able to file for a voluntary reorganization proceeding (concurso
preventivo). In addition, certain of our outstanding financial indebtedness also includes cross-default or cross-acceleration provisions
that could cause all of our indebtedness to be accelerated if the indebtedness including the expropriation or bankruptcy or reorganization
proceeding events of default goes into default or is accelerated. In such case, we would expect to actively pursue formal waivers from
the corresponding financial creditors to avoid such potential situation, but if those waivers are not timely obtained and an immediate
repayment is required, we could face short-term liquidity problems, which could adversely affect our operational results and cause the
market value of our ADSs to decline.
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Covenants in our indebtedness
could adversely restrict our financial and operating flexibility
Some of our current indebtedness
includes, and our future indebtedness may include, affirmative and restrictive covenants that limit our ability to create liens, incur
additional indebtedness, dispose of our assets, pay dividends or consolidate, merge or sell part of our businesses. These restrictions
may limit our ability to operate our business and may prohibit or limit our ability to enhance our operations or take advantage of potential
business opportunities as they arise. The breach of any of these covenants or the failure to meet any of such conditions could result
in a default under the relevant indebtedness. Our ability to comply with these covenants may be affected by events beyond our control,
including prevailing economic, financial and industry conditions and the renegotiation of concessions and licenses used in our businesses.
Natural disasters, pandemics,
catastrophic events, terrorist attacks and operational failures could disrupt our assets and impair our ability to fulfill contractual
commitments
Our hydrocarbon blocks, pipelines
or any other fuel transportation infrastructure, power generation facilities, power transmission infrastructure, or any third-party infrastructure
that we rely on may be damaged or disrupted by flooding, fires, earthquakes, extreme weather events, and other catastrophic disasters
arising from natural or accidental or intentional human causes. Public health crises, such as the Covid-19 pandemic or other similar crisis,
could lead to labor stoppages or could cause demand for energy to plummet, negatively affecting our business. We could experience severe
business disruptions, significant decreases in revenues based on lower demand arising from catastrophic events, or significant additional
costs not otherwise covered by business interruption insurance clauses. There may be an important time lag between a major accident, catastrophic
event or terrorist attack and our definitive recovery from our insurance policies, which typically carry non-recoverable deductible amounts
and are subject to caps per event. In addition, any of these events could have adverse effects on the demand of some of our customers
and of consumers generally in the affected market. Some of these considerations could have a material adverse effect on our business,
financial condition and our result of operations.
For example, during a storm that
occurred in January, 2025, in San Rafael, Mendoza, significant damage was caused to the Atuel Canyon, rendering the Nihuil II and Nihuil
III power plants out of service and inoperative. The corresponding insurance claims were filed under the terms of our All-Risk Operational
insurance policy, and we initiated the loss adjustment process as well as official communications with the authorities. As of the date
of this report, the remediation works of the sites have been completed and a thorough assessment of the assets performed. However, returning
the units to commercial operation in good repair will require significant time and investment. These investments should be performed by
the next concessionaries (see “We may face extra costs due to the termination of the concession agreements for HINISA, HIDISA
and/or HPPL”). The units are still out of service.
Additionally, our facilities are
subject to the risk of mechanical or electrical failures and may experience periods of unavailability affecting our ability to fulfill
our contractual commitments, such as during the general blackout suffered in June 2019. We cannot guarantee that any other event in the
Argentine grid or any unplanned unavailability of our facilities will not damage or affect in any way our power generation and transmission
units or adversely affect our financial condition or operational results and our ability to fulfill our contractual commitments, which
could result in fines and penalties, consequently affecting our operational results.
Our activities may be adversely
affected by events in other countries in which we do business
Although most of our operations
and activities are concentrated in Argentina, we have investments in other countries in Latin America, including Bolivia and Ecuador.
Latin America has experienced significant economic, social, political and regulatory volatility. In recent years, many governments in
Latin America have taken steps to assert greater control or increase their share of revenues from the energy sector, spurred by soaring
oil and gas prices and nationalist policies. The level of government intervention in the economy of Latin American countries has adversely
affected our business and operational results, and it may adversely affect it in the future.
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We continue evaluating investment
projects to expand our activity, which could entail an increase in our indebtedness and additional costs
We have entered or could enter
into credit facilities and have incurred or will incur other forms of indebtedness, including for investment projects. Leveraged assets
are more sensitive to declines in revenues, increases in expenses and interest rates, and adverse economic, market and industry developments.
The incurrence of indebtedness could result in increased fixed payment obligations, and we may be required to agree to certain restrictive
covenants, such as limitations on our ability to incur additional debt, limitations on our ability to make investments, and other operating
restrictions that could adversely impact on our ability to conduct our business.
Some of our subsidiaries’
and affiliates’ investment projects could be guaranteed by Pampa, resulting in the incurrence of additional guaranteed debt and
causing us to become liable for such obligations. Therefore, if we declare bankruptcy or are liquidated, the guaranteed lenders will have
priority over the claims for payment of our notes to the extent of the assets that constitute their guarantee. If such subsidiaries and
affiliates are unable or fail to pay any of their indebtedness in respect of which our Company has provided a guarantee, we may be required
to pay all amounts due under such indebtedness, which may affect our financial health and make us more vulnerable to adverse economic
conditions. If assets remain after the payment of the guaranteed lenders, those assets could be insufficient to satisfy the credits of
the holders of our corporate bonds and other unsecured debt, as well as the credits of other general creditors who will be entitled to
participate pro rata with the holders of our corporate bonds.
Additionally, the development
of new projects is exposed to risks inherent to construction activities, such as cost overruns, particularly in inflationary environments,
construction delays, increases in input and labor costs, and logistical or supply chain disruptions that could result in costs in excess
of original estimates. These projects are also subject to obtaining and maintaining environmental and other regulatory permits, and delays
or additional requirements could increase costs or postpone their execution. Furthermore, once completed, new projects may fail to achieve
anticipated levels of efficiency, output or profitability due to adverse market, regulatory or operating conditions.
Any of these factors could adversely
affect the expected returns of our projects and have a material adverse effect on our results of operations and financial condition.
Climate change, energy transition
and regulatory framework promoted for such purposes could affect our business, our results of operations and financial condition
Global climate change creates
new challenges for the energy sector and its adverse effects are a common concern of humanity. Consequently, the United Nations and several
countries have adopted, or are evaluating the adoption of new measures and/or regulatory requirements for the mitigation or reduction
of GHG emissions in the atmosphere, such as taxes on carbon, raising efficiency standards or adopting cap and trade regimes. Certain mitigation
actions could require radical changes to development models, such as the transition from the use of conventional energy sources to the
use of renewable energy sources, which reduce environmental pollution, contribute to sustainable development and avoid global warming
since the GHG emissions of renewable energy sources are usually very low.
The risks associated with climate
change involve severe weather events; legal and regulatory risks, including eventual litigation with respect to environmental damage and
climate change; market risk; reputational risk with investors; lower consumption of fossil fuels; and energy transitions in the global
economy towards a lower carbon energy matrix with the inclusion of substitute products for fossil fuels and greater use of electricity,
which may cause a negative impact on the demand for our products in the long term and could have an adverse effect on our results of operations.
The progress and challenges of
the energy transition could have a significant adverse effect on the Company if it is unable to keep up with the pace of the global energy
transition and allocate its resources towards efficient energy sources and resources to address the concerns related to climate change,
which could have a material adverse effect on the results of our operations and our financial condition.
Guarantees that we granted
to third parties could be enforced
We, or other companies within
the Pampa Group, may from time to time grant guarantees in favor of third parties to support the payment or other commercial obligations
of our subsidiaries, affiliates or other third parties. If the underlying obligor fails to satisfy its obligations, those guarantees
could be enforced in accordance with their terms and conditions.
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We cannot assure you that defaults
or other triggering events will not occur in the future or that, if such events occur, they do not have an adverse effect on Pampa’s
operations and consolidated financial results.
Risks Related to Our Businesses
Risks Related to our Oil and Gas Business
Oil and gas companies have
been affected by certain measures taken by the Argentine Government and may be further affected by additional changes in their regulatory
framework
The Argentine Government has historically
implemented, and may continue to implement, significant regulatory changes affecting the oil and gas sector, creating ongoing uncertainty
that could materially adversely affect our business, results of operations, and financial condition (see “The policies or measures
adopted by the Argentine Government from time to time may adversely affect the Argentine economy and the sectors in which we operate”).
Since December 2011, the Argentine
Government has adopted from time to time a number of measures concerning the repatriation of funds obtained from oil and gas exportation
and charges applicable to the production of liquid gas, which has affected the oil and gas business. Beginning in April 2012, the Argentine
Government provided for the nationalization of YPF and imposed major changes to the system under which oil companies operate, principally
through Law No. 26,741, Decree No. 1277/12 and Law No. 27,007. Further changes in such regulations may increase the adverse effect of
such measures on the business, revenues and our results of operations and financial condition. Furthermore, the current administration
of the Argentine Government has shown interest in including ENARSA in privatization processes. Since we operate in a context in which
the governing law and applicable regulations change frequently, in part as the result of changes in government administrations, it is
difficult to predict if and how our activities will be affected by such changes. We cannot affirm that the Argentine economic, regulatory,
social and political framework or the policies or measures that the Argentine Government adopts or may adopt, will not adversely affect
our business, financial condition and/or operational results.
Argentine oil and gas production
concessions and exploration permits are subject to certain conditions and may not be renewed or could be revoked, or their terms and economic
conditions may be modified
The Hydrocarbons Law provides
for oil and gas concessions to remain in effect for 25, 30 or 35 years, depending on the concession, beginning on the date of their award,
and further provides for the concession term to be extended for periods of ten additional years, subject to terms and conditions approved
by the grantor at the time of the extension. See “Item 4. The Argentine Energy Sector - Oil & Gas Regulatory Framework”.
We cannot assure you that our
concessions will be extended in the future as a result of the review by the relevant authorities of the investment plans submitted for
such purposes, or that additional requirements will not be imposed, or that the economic or other conditions applicable to obtaining or
renewing such concessions or permits will not be imposed or changed.
Hydrocarbon activities (including
exploitation, industrialization, transportation and commercialization) in the territory of Argentina are deemed of “national public
interest.” We cannot assure you that any measures that may be adopted by the Argentine Government to secure Argentina’s self-sufficiency
in oil and gas supply or any other measures imposed by the national or provincial governments will not have a material adverse effect
on the Argentine economy and, as a consequence, adversely affect our financial condition, our operational results and the market value
of our shares and ADSs.
Substantial or extended
declines and volatility in the prices of crude oil, oil products and natural gas may have an adverse effect on our operational results
and financial condition
A significant amount of our revenue
is derived from crude oil, oil products and natural gas sales. Factors affecting international prices for crude oil and related oil products
include: political developments in crude oil producing regions, particularly the Middle East; the ability of the Organization of Petroleum
Exporting Countries and other crude oil-producing nations to set and maintain crude oil production levels and prices; global and regional
supply and demand for crude oil, gas and related products; competition from other energy sources; domestic and foreign government regulations;
weather conditions; storage capacity and global and local conflicts, wars or acts of terrorism. We have no control over these factors.
Although crude oil prices had maintained an increasing trend in recent years, at the beginning of 2020 the conflict between Saudi Arabia
and Russia, which was magnified with the effects of the global crisis caused by Covid-19, resulted in a collapse of crude oil prices.
In 2022, due to the conflict between Russia and Ukraine, and the fact that Russia is the second largest oil exporter in the world and
the largest producer of natural gas, world oil prices jumped over U.S.$ 110 per barrel, and the cost of natural gas reached a new record
high in Europe.
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In 2025, oil prices declined compared
to 2024 due to sluggish demand, weak economic activity, and trade uncertainty. OPEC+’s announcements of higher production targets
added further downward pressure. On a monthly average basis, Brent crude oil spot prices declined from a high of U.S.$ 79 per barrel in
January to a low of U.S.$ 63 per barrel in December, the lowest monthly average price since early 2021. During the first week of April
2025, developments in trade policy and oil production led to a significant drop in oil prices, driven in particular by tariffs on imports
imposed by the United States; the Brent crude oil spot price fell by 14% between April 2 and April 7, 2025, reaching U.S.$ 66 per barrel.
Natural gas spot prices diverged across global regions, declining below 2024 levels in Asia and Europe while rising in the United States.
In March 2026, the war in Iran
led to heightened concerns regarding potential disruptions to Middle Eastern oil supplies and critical transportation routes, contributing
to increased volatility in global oil markets; in that context, the Brent crude spot price reached U.S.$ 122 per barrel on March 30, 2026
(see “External shocks and “contagion” effects could have an adverse effect on the Argentine economy”).
As a result, we cannot assure
that substantial or extended declines in international prices of crude oil and related oil products will not have a material adverse effect
on our business, operational results and financial condition and the value of our proven reserves. In addition, significant decreases
in the prices of crude oil and related oil products may require the incurrence of impairment charges in the future or cause us to reduce
or alter the timing of our capital expenditures, and this could adversely affect our production forecasts in the medium-term and our reserves
estimates in the future.
Oil and gas prices and
sale conditions could affect our level of capital expenditures
The prices that we are able to
obtain for our hydrocarbon products affect the viability of investments in new exploration and development activities, and as a result,
the timing and amount of our projected capital expenditures for such purposes. We budget capital expenditures by considering, among others,
the market prices for our hydrocarbon products. In the event that current domestic prices decrease, the ability to improve our hydrocarbon
recovery rates, identify new reserves and carry out certain other capital expenditure plans is likely to be affected, which, in turn,
could have an adverse effect on our operational results.
Prices for oil and natural gas
are subject to large fluctuations in response to relatively minor changes in the supply of and demand for oil and natural gas, market
uncertainty, and a variety of other economic factors that are beyond our control. Historically, factors affecting the prices of oil and
natural gas include:
· changes in the supply of and demand for hydrocarbons, which are affected by general economic and business conditions;
· the costs of exploring, producing, and delivering oil and gas;
· the ability or willingness of the Organization of Petroleum Exporting Countries (“OPEC”) and the expanded alliance known as OPEC+ to set and maintain production levels for oil;
· the level of oil and gas exploration and production activity;
· the level of excess production capacity;
· the level of refining and storage capacity;
· the level of oil and gas inventories;
· access to potential resources;
· political and economic uncertainty, wars, armed conflicts and geopolitical unrest;
· governmental laws, policies, regulations, subsidies, and other actions, including initiatives to promote the use of renewable energy sources;
· speculation as to the future price of oil and the speculative trading of oil and gas futures contracts;
· technological advances affecting energy consumption; and
· extreme weather conditions, natural disasters, and public health or similar issues, such as pandemics and epidemics.
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Limits on exports and imports
of hydrocarbons and related oil products, including the imposition of export duties, other taxes and import regulations, have affected
and may continue to affect our operational results
The Argentine Government has,
from time to time, introduced and revised export authorization requirements, import regulations and other measures affecting hydrocarbons
and related oil products. These measures have limited our ability, and that of other oil and gas companies, to benefit from international
market prices for these commodities, and have materially affected our competitiveness and operational results. See “Item 4. The
Argentine Energy Sector - Oil & Gas Regulatory Framework”.
In particular, the Argentine Government
has periodically revised its natural gas export authorization procedures. On August 22, 2018, the Argentine Government issued a Natural
Gas Exportation Procedure regulating the process to obtain the authorizations needed to export natural gas. On April 27, 2021, through
SE Resolution No. 360/21, a new Natural Gas Exportation Procedure was established for obtaining such authorizations, which was subsequently
modified by SE Resolution No. 774/22.
The Argentine Government has also
imposed and amended export duties on hydrocarbons through a series of decrees and legislative changes. On September 4, 2018, Decree No.
793/18 imposed an export duty on several goods, including natural gas, until December 31, 2020, consisting of a Ps. 4 tax on every U.S.$
1.00 worth of exports, subject to a maximum rate of 12% on the value of exports. Thereafter, the Social Solidarity and Productive Reactivation
Law modified the prior export duties for hydrocarbons that are commercialized in the external market. Subsequently, following the effective
date of Decree No. 488/20 (Barril Criollo), exports of oil, natural gas and liquefied gas were exempted from export duties as long
as the price of Brent published by the SE at the close of each month was equal to or lower than U.S.$ 45/bbl. Under that regime, the export
duty rate was subject to a gradual increase up to 8% as the reference price rose, and such 8% rate applied if the price was equal to or
higher than U.S.$ 60/bbl. The export duty regime for crude oil has been updated again pursuant to Decree No. 59/26, which introduced a
distinction between conventional and unconventional crude oil production. Under this updated regime, for crude oil from conventional reservoirs,
export duties do not apply when the international price is at or below U.S.$ 65/bbl, increase according to the applicable formula when
such price is above U.S.$ 65/bbl but below U.S.$ 80/bbl, and are set at 8% when the price reaches or exceeds U.S.$ 80/bbl.
We cannot guarantee that the Argentine
Government will not create new export and import regulations or amend the ones currently in place. We cannot predict the impact that any
such changes may have on our operational results and financial condition.
We conduct most of our oil
and gas operations through joint arrangements (joint operations for accounting purposes), in which we may not always act as operators.
Our inability to maintain or resolve disagreements with our partners within such joint arrangements could materially affect the success
of their operations
We generally carry out most of
our oil and gas exploration and exploitation activities through joint arrangements (joint operations for accounting purposes) entered
into with third parties. Under the terms of these arrangements, one of the parties is appointed as operator and is responsible for conducting
and managing the activities of the joint operation. We do not always act as operators and, in those cases, we are exposed to risks related
to the operator’s performance, decisions, operational execution, and compliance with applicable agreements, laws and regulations.
Actions or omissions by the operator could adversely affect the execution, efficiency or success of the joint operation and, as a result,
could have a material adverse effect on our results of operations and financial condition.
In addition, the continuation
of the joint arrangements is fundamental to the success of those operations. If we are unable to resolve material disagreements with our
partners, or if any of our partners were to terminate its participation in a joint operation or transfer its interest, we may not be able
to replace such partner or obtain the financing necessary to acquire its interest. Any failure to resolve material disagreements or to
maintain our joint arrangements on acceptable terms could impair our ability to continue the underlying operations, which could, in turn,
materially affect our financial condition, results of operations and prospects.
Our failure to comply with
our investment commitments could negatively affect our operational results
We have commitments to make certain
investments, such as, among others, under investment agreements. Failure to comply with such commitments in a timely manner could result
in a breach of the relevant partnership agreement, foreclosure of any guarantees and/or the loss of all rights over the underlying area
which could have an adverse effect on our operational results. See “Item 4. The Argentine Energy Sector - Oil & Gas Regulatory
Framework” and “Our Oil and Gas Business”.
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Oil and gas activities are
subject to significant economic, environmental and operational risks
Oil and gas exploration and production
activities are subject to particular economic and industry-specific operational risks, some of which are beyond our control, such as production,
equipment and transportation risks, as well as natural hazards and other uncertainties, including those relating to the physical characteristics
of oil or natural gas fields. Our operations may be curtailed, delayed or cancelled due to bad weather conditions, mechanical difficulties,
shortages or delays in the delivery of equipment, compliance with governmental requirements, fire, explosions, blow-outs, pipe failure,
abnormally pressured formations and environmental hazards, such as oil spills, gas leaks, ruptures, contamination of soil or water sources
or discharges of toxic gases. If these risks materialize, we may suffer substantial operational losses or disruptions in our operations.
Drilling may be unprofitable, not only with respect to dry wells, but also with respect to wells that are productive but do not produce
sufficient net revenues to return a profit after drilling, operating and other costs are considered.
Our oil and gas activities
are substantially dependent upon the availability of water and our ability to dispose of produced water gathered from drilling and production
activities. Restrictions on our ability to obtain water or dispose of produced water may have a material adverse effect on our operations
Water
is an essential component of drilling, completion and hydrocarbon production activities. Limitations or restrictions on our ability to
secure sufficient amounts of water (including limitations resulting from natural causes such as drought), could materially and adversely
impact our oil and gas operations. Severe drought conditions can result in local water districts taking steps to restrict the use of water
in their jurisdiction for drilling and hydraulic stimulation in order to protect the local water supply. If we are unable to obtain water
to use in our operations from local sources, it may need to be obtained from new sources and transported to drilling sites, or other facilities,
resulting in increased costs, which could have an adverse impact on our financial condition and cash flows. Additionally, if we were unable
to obtain water from any sources, we might be forced to halt our drilling and completion activities, which could have a material adverse
effect on our growth prospects, financial condition, results of operations and cash flows.
Unless we replace our oil
and gas reserves, such reserves and production will decline over time
The possibility of replacing our
crude oil and gas reserves in the future depends on our ability to access new reserves through successful exploration, reserve acquisitions
and investments. Although we have geological and engineering assessments that estimate certain unproven reserves and contingent and prospective
resources, we cannot guarantee their successful exploration and future development.
Moreover, oil and gas production
declines as reserves are depleted, with the rate of decline depending on reservoir characteristics. Accordingly, the amount of proved
reserves declines as these reserves are produced.
Without successful exploration
activities or reserves acquisitions, our proved reserves would decline as our oil and gas production would depend solely on our current
portfolio of assets. The level of our future oil and natural gas reserves and production, and therefore our cash flow and income, are
highly dependent on our success in efficiently developing current reserves, entering into new investment agreements and economically finding
or acquiring additional recoverable reserves.
While we have had success in identifying
and developing commercially exploitable deposits and drilling locations in the past, we may be unable to replicate that success in the
future. We may not identify any more commercially exploitable deposits or successfully drill, complete or produce more oil or gas reserves,
and the wells that we have drilled and currently plan to drill may not result in the discovery or production of any further oil or natural
gas.
If we are not able to successfully
find, develop or acquire sufficient additional reserves, our reserves and therefore our production may decline and, consequently, this
may adversely affect our future operational results and financial condition.
Our estimated oil and gas
reserves are based on assumptions that may prove inaccurate
We estimate our oil and gas reserves
at least once a year. Our oil and gas reserves estimation as of December 31, 2025 was audited by GaffneyCline, as the Independent Reserves
Engineers Firm, based on its year-end Reserves Report. Although classified as “proved reserves,” the reserves estimates set
forth in the Reserves Report are based on certain assumptions that may prove inaccurate. The Independent Reserves Engineers Firm’s
primary economic assumptions in estimates included oil and gas sales prices determined according to the guidelines described in the Reserves
Report, future expenditures and other economic assumptions (including interests, royalties and taxes) provided by us.
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The estimation process is initiated
with an initial review of the assets by geophysicists, geologists and engineers. A reserves coordinator protects the integrity and impartiality
of the reserves estimates through supervision and technical support to technical teams responsible for the preparation of the reserves
estimates. Our reserves estimates are approved by the Executive Director of Oil and Gas. Reserves engineering is a subjective process
of estimating underground accumulations involving a certain degree of uncertainty. Reserves estimates depend on the quality of the available
engineering and geological data as of the estimation date and on the interpretation and judgment thereof.
Oil and gas accumulations cannot
be measured in an exact way, and estimates of other engineers may differ materially from those set out in this annual report. Numerous
assumptions and uncertainties are inherent in estimating quantities of proved oil and gas reserves, including projecting future rates
of production, timing and amounts of development expenditures and prices of oil and gas, many of which are beyond our control. Results
of drilling, testing and production after the date of the estimate may require revisions to be made. The estimate of our oil and gas reserves
would be impacted if, for example, we were unable to sell the oil and natural gas we produced. Accordingly, reserves estimates are often
materially different from the quantities of oil and gas that are ultimately recovered, and if such recovered quantities are substantially
lower than the initial reserves estimate, this could have a material adverse impact on our operational results. See “Item 4.
Our Oil and Gas Business - Reserves”.
We face significant competition
in the acquisition of exploratory acreage and oil and natural gas reserves
The Argentine oil and gas industry
is extremely competitive. When we bid for exploration or exploitation rights with respect to a hydrocarbon block, we face significant
competition not only from private companies, but also from national or provincial public companies that are highly competitive in the
Argentine oil and gas market. As a result, we cannot assure you that we will be able to acquire new exploratory acreage or oil and gas
reserves in the future, which could negatively affect our financial condition and operational results. There can be no assurance that
the participation of national or provincial public companies in the bidding processes for new oil and gas concessions will not influence
market forces in such a manner that could have an adverse effect on our financial condition and operational results.
We may incur significant
costs and liabilities related to environmental, social, health and safety matters
Our operations, like those of
other companies in the Argentine oil and gas industry, are subject to a wide range of environmental, health and safety laws and regulations.
These laws and regulations have a substantial impact on our operations and could result in material adverse effects on our financial position
and operational results.
Environmental, health and safety
regulation and case law in Argentina is developing at a rapid pace and no assurance can be provided that such developments will not increase
our cost of doing business and complying with applicable regulations. In addition, due to concern over the risk of climate change, a number
of countries have adopted, or are considering the adoption of, new regulatory requirements to reduce greenhouse gas emissions, such as
carbon taxes, increased efficiency standards, or the adoption of cap and trade regimes. If adopted in Argentina, these requirements could
make our products more expensive as well as shift hydrocarbon demand toward relatively lower-carbon sources such as renewable energies.
We may also face opposition from
local communities and negative media attention that could materially disrupt our operations. Although we are committed to operating in
a socially responsible manner, several of our operations are carried out in regions where community relations present significant risks.
Local communities, including indigenous communities, have engaged in various forms of protest against business activities in general,
including oil and gas. We cannot ensure that any form of protest, including roadblocks, actions limiting access of our workers or contractors
to our operations, sabotage, or any disruptive action will not impact our operations. Any such action could have an adverse effect on
our reputation, financial condition, and results of operations, including our ability to service financial debt obligations.
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Limitations on local pricing
in Argentina may adversely affect our operational results
In recent years, due to regulatory,
economic and government policy factors, domestic prices of crude oil, gasoline, diesel and other fuels have differed substantially from
the prices for such products prevailing on the international and regional markets, and our ability to increase or maintain prices to adjust
to international price or domestic cost variations has been limited. See “Item 4. The Argentine Energy Sector - Oil & Gas
Regulatory Framework”.
The natural gas market in Argentina
is subject to government regulations that could adversely affect our results. In particular, gas prices for residential consumers still
remain subject to subsidies, and sale prices to electric power generation plants are also subject to regulatory constraints. These pricing
limitations, combined with CAMMESA’s competitive bidding processes for power generation supply, have intensified competition and
reduced demand from other market segments, resulting in fewer firm commitments and/or shorter contract terms. We cannot assure you that
additional regulations affecting local natural gas prices will not be imposed in the future.
We cannot assure you that we will
be able to maintain or increase the domestic prices of our products, and limitations on our ability to do so could adversely affect our
financial condition and operational results. Similarly, we cannot affirm that hydrocarbon prices in Argentina will track increases or
decreases in hydrocarbon prices in the international or regional markets. Discrepancies between domestic and international prices may
adversely affect our financial condition and operational results.
We are exposed to contractions
in the crude oil and natural gas demand and to contractions in the demand for any of their by-products
Crude oil and natural gas demand
are highly influenced by economic activity and growth locally and globally. While demand increased in the past, it has also experienced
significant contraction and is subject to future volatility. Crude oil by-products demand may also contract under certain conditions,
particularly during economic downturns. According to the latest OPEC estimates in December 2025, global demand for crude oil is expected
to increase by 1.4 million barrels per day during 2026, but such expectations may not materialize due to the current world conflicts.
See “External shocks and “contagion” effects could have an adverse effect on the Argentine economy”.
A further contraction in demand
or the maintenance of current demand levels for long periods of time could negatively affect our results of operations.
Risks Related to Our Generation Business
Government intervention
in the electricity sector may have an impact on our business operations, financial condition and/or results of operations
Historically, the Argentine Government
has exerted significant influence on the economy, including the energy sector, and companies like us that operate in this sector have
done so in a highly regulated context that aims mainly at guaranteeing the supply of domestic demand.
To address the Argentine economic
crisis in 2001 and 2002, the Argentine Government adopted the Public Emergency Law No. 25,561 (the “Public Emergency Law”)
and other regulations, which made a number of material changes to the regulatory framework applicable to the electricity sector and tariffs
on public services. Over the years, the energy sector was one of the sectors most affected by the economic policies that the Argentine
Government adopted from the crisis of 2001 onwards. At that time, a freeze on natural gas and electricity rates was imposed, which disincentivized
investments in the sector. The Argentine government tried to boost investment by subsidizing energy consumption, but these measures were
ineffective and caused both oil and gas production and electricity generation, transmission and distribution to stagnate, while consumption
continued to grow. The energy crisis led to a scarcity scenario. The National Government’s response was to increase energy imports,
generating adverse consequences for the trade balance and the international reserves of the BCRA. These measures severely affected electricity
generation, distribution and transmission companies. See “Item 4. The Argentine Energy Sector - Electricity Regulatory Framework”.
Since
taking office, and particularly during 2025, the current administration has pursued broad deregulation of the Argentine economy,
including the electricity sector through measures such as the DNU No. 70/23, the Bases Law
and SE Resolution No. 400/25. These measures seek to reduce restrictions on the supply of goods and services and to promote market-based
pricing across various sectors of the economy. While certain of these reforms could benefit our business, many are recent and their full
impact on the electricity sector remains uncertain.
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Accordingly, we cannot assure
you that such measures will correct problems in the generation, transportation and distribution of energy in Argentina. Similarly, we
cannot assure you that certain other regulations or measures that may be adopted by the Argentine Government will not have a material
adverse effect on our business and operational results or on the market value of our shares and ADSs or that the Argentine Government
will not adopt further emergency legislation or other similar regulations in the future that may increase our obligations, including increased
taxes, unfavorable alterations to our tariff structures or remuneration scheme and other regulatory obligations, compliance with which
would increase our costs and may have a direct negative impact on our operational results and cause the market value of our ADSs and our
common shares to decline.
We could be adversely affected
by limited electricity transmission and distribution capacity or sudden increases or decreases in energy demand in the short or medium
term
From 2002 to 2016, electricity
demand in Argentina grew significantly, driven mainly by the relatively low cost, in real terms, of electricity for consumers due to subsidies
from the Argentine Government. As a result, electricity demand grew faster than the structural expansion of electricity generation, transmission,
and distribution capacities, which led, on certain occasions, to power shortages and disruptions, including blackouts in Buenos Aires
and other cities across Argentina. Moreover, although certain investments were made in recent years particularly in electricity generation,
the general condition of the Argentine electricity market provided little incentive to further invest in expanding generation, transmission,
and distribution capacities, since such investments require material long-term financial commitments. In particular, the amount of energy
that generators can deliver at any given time is directly constrained by the capacity of the transmission and distribution systems.
The current administration has
stated that one of its main goals is to reduce public expenditure through the application of a zero-deficit policy (see “The
policies or measures adopted by the Argentine Government from time to time may adversely affect the Argentine economy and the sectors
in which we operate”). This has resulted in cuts to electricity subsidies and, consequently, tariff increases (see “Item
4. The Argentine Energy Sector – Electricity Regulatory Framework”). Notwithstanding these developments, it is still necessary
to make several investments in the transmission and distribution system to guarantee the delivery of electricity to users and reduce the
frequency of interruptions. Although the current administration has recently enacted several measures intended to deregulate the energy
sector and, in turn, attract new investments in the sector (see “Government intervention in the electricity sector may have an
impact on our business operations, financial condition and/or results of operations”), such measures may not achieve their intended
results. A sustained increase in electricity demand could give rise to future shortages.
We cannot guarantee that we
will not experience a lack of dispatch from our generation units due to transmission and distribution limitations, or that government
interventions, measures, and regulations in the energy sector related to transmission and distribution will not adversely affect our business,
our results of operations, and our financial condition and cause the market value of our ADSs and our common shares to decline.
Our power generation plants
may be subject to new regulations that require additional investments, or adversely affect their dispatch
Certain regulations, particularly
environmental (e.g. emissions limits, prohibitions to use certain consumables or materials, etc.) and public safety (e.g. public roads
and railway crossings) regulations, may vary from time to time, which may require unplanned investments in our power plants to adapt to
any new requirements. We cannot assure you that these measures or any future measures will not lead to our recording lower revenues and
operational results as a result of the new investments or lack of availability or dispatch until such investments are made.
Measures encouraging renewable
and nuclear energy generation projects may affect our generation sales
Law No. 27,191 was enacted
on October 15, 2015, determining, among other things, that by December 31, 2025, 20% of the total domestic energy demand must be sourced
from renewable energy sources. In order to meet such goal, the statute required wholesale users and CAMMESA to cover their respective
portion of domestic energy demand with renewable sources of energy at 8% by December 31, 2017. The percentage of domestic energy demand
required to be covered by renewable energy increases every two years, reaching 20% by 2025. The statute also includes tax and other benefits
for new renewable energy projects. The 2025 deadline has now expired, creating uncertainty whether the tax incentives and other benefits
for renewable energy projects will be extended, modified, or eliminated, any of which could affect the competitive dynamics of the generation
market and our operational results.
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Additionally, ME&M Resolution
No. 281/17 regulated contracts for energy of renewable sources among WEM agents. Pursuant to Resolution No. 306/25, such regulatory authority
was delegated to the Undersecretariat of Electricity. Such resolution allows GUMA and GUME to purchase their total energy demand from
a generator of renewable sources that made an investment in generation (see “Item 4. Our Generation Business - Renewable
Energy”). However, we cannot make any assurances that the implementation of this law and its regulation will not affect our
generation sales, particularly sales under the Energy Plus regime, which, in turn, could adversely affect our operational results and
financial condition.
On December 20, 2024, President
Javier Milei announced the “Argentine Nuclear Plan”, outlining a policy agenda that would construct new nuclear reactors
across the country in a bid to fuel energy-intensive artificial intelligence projects. In 2025, the Government also publicly discussed
attracting private investment into the nuclear sector, including through plans to partially privatize the state nuclear operator Nucleoeléctrica
Argentina. An increase in nuclear energy production could potentially impact our generation sales.
Our ability to generate
electricity in our thermal generation plants depends on the availability and price of natural gas and other fuels, and any disruption
to our fuel supply or the regulatory framework governing its procurement could materially adversely affect our operational results
Several of our generation facilities
are equipped to run solely on gas and, in the event that gas becomes unavailable, these facilities will not be able to switch to other
types of fuel in order to continue generating electricity. The supply or price of gas used in our generation business has been and may
from time to time continue to be affected by, among others, the availability of gas in Argentina, our ability to enter into contracts
with local gas producers and gas transportation companies, and the need to import a larger amount of gas at a higher price than the price
applicable to domestic supply in the event of a shortage in domestic production.
In addition, our ability to
procure fuel, manage fuel costs and operate our thermal plants depends in part on the regulatory framework applicable to fuel supply and
dispatch in Argentina. In December 2023, through Decree No. 55/23, the Argentine Government declared an emergency with respect to electricity
generation, transmission and distribution, as well as natural gas transportation and distribution, until December 31, 2024. That emergency
was later extended by Decree No. 370/25 until July 9, 2026 and, with respect to natural gas transportation and distribution, by Decree
No. 49/26 until December 31, 2027. Against this backdrop, the rules applicable to fuel supply and dispatch for thermal generators have
continued to evolve.
The dispatch scheme established
by Plan Gas.Ar that divided the dispatch of thermal generators into five categories according to the source of the natural gas supply
was recently abrogated. According to SE Resolution No. 21/25, power generators may, as of March 1, 2025, supply their own fuels and their
dispatch will be conditioned on their “Variable Production Cost” (“Costo Variable de Producción” or
“CVP”). As a result, our dispatch may be affected by, and will depend in part on, whether our CVP remains competitive.
Following SE Resolution No. 400/25,
which introduced new rules for the normalization of the WEM and No. 501/25, the supply of fuel for generators was decentralized from CAMMESA
to each generator. CAMMESA remains the supplier of last resort. SE Resolution No. 400/25 includes a gradual transition toward decentralized
fuel management. Under this framework, generators will progressively assume responsibility for procuring natural gas and alternative fuels,
with full mandatory self-management starting January 1, 2029. During the transition period, generators may either access natural gas through
CAMMESA under the “GN Agreement” or procure their own supply; but cost recovery will depend on their declared CVP and competitive
dispatch. Generators that fail to manage their own fuel will face restrictions, such as exclusion from the Term Market and reduced remuneration,
which could reduce dispatch opportunities and associated revenues.
Additionally, SE Resolution No.
501/25 allows natural gas producers and electricity generators to agree on their natural gas supply by taking on the volumes committed
under the Plan Gas.Ar contracts between producers and CAMMESA. Such volumes shall be treated as generators’ own gas and remunerated
according to the declared CVP for dispatch, as well as for the determination of the generator’s income. Moreover, WEM supply agreements
under SEE Resolution No. 287/17 also require that the generator cover its fuel supply. If we cannot guarantee our fuel supply, penalties
under such supply agreements may apply, which, together with any resulting lower production of the relevant generation units, could adversely
affect our operational results. See “Item 4. The Argentine Energy Sector – Electricity Regulatory Framework”.
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These changes may require significant
operational and contractual adaptations and could expose us to market risks and price volatility once centralized procurement ends. If
we are unable to purchase gas at prices that are favorable to us, if the supply of gas is reduced or if CAMMESA does not provide gas to
our generation facilities, our costs could increase or our ability to profitably operate our generation facilities could be impaired.
Any disruption or inability to acquire the necessary fuels for our generation business could, in turn, materially adversely affect our
operational results and financial condition and the market value of our ADSs.
We may be subject to penalties
under our energy supply agreements with CAMMESA and/or WEM Large Users
We have executed several energy
supply agreements with CAMMESA under which a breach of our commitments may adversely affect the revenues derived from such agreements,
including: (i) a breach of the availability commitments set forth in our WEM supply agreements under SE Resolution No. 220/07, SEE Resolution
No. 21/16, SEE Resolution No. 287/17 and SE Resolution No. 59/23 allows CAMMESA to apply penalties to us that may adversely impact the
revenues derived from such agreements, which in turn may adversely affect our results or reduce the capacity payments under the relevant
PPA; and (ii) a breach of the energy delivery commitments set forth in PEA’s PPA allows CAMMESA to apply penalties that may adversely
impact the revenues derived from such agreements and, ultimately, result in an obligation to sell the assets involved in the operation
of the wind farm, which in turn may adversely affect our results. See “Item 4. Our Generation Business - Renewable Energy”
and “Electricity Regulatory Framework”.
Moreover,
in the agreements with WEM Large Users, a breach of certain conditions may cause the early termination of such agreements or the application
of penalties if: (i) the generator loses its authorization to act as a generator in the WEM, initiates bankruptcy proceedings, suffers
judicial intervention, or certain other events occur, which could adversely affect our operational results; or (ii) the generator does
not meet the energy committed under the DoP set forth in the agreements. Any early termination or other penalties that could be
applied may adversely affect the revenues derived from such agreements and our
generation units.
We may be subject to sanctions
for breaches of applicable regulations or for failing to obtain the required permits and authorizations for our operating or new power
generation units
Our generation units are subject
to extensive regulation by local, provincial and national authorities. A breach of such regulations or the impossibility or delay to obtain
and keep the relevant permits and authorizations may result in sanctions, including fines, which could affect our operational results
if they were to be imposed. Also, our expansion projects require several permits and authorizations to be obtained at scheduled dates
to accomplish entry into commercial operations at the estimated dates. We have experienced several delays from relevant authorities in
the issuance of such permits and authorizations and could face such delays in the future.
We cannot assure you that, even
if fulfilling any and all legal requirements, relevant permits would be granted as scheduled. This could mean delays of the entry into
commercial operations of new projects that, in turn, may result in sanctions, penalties, loss of dispatch priorities, loss of sales and
increased costs and payments, which would affect our operational results and adversely affect the availability and revenues derived from
our generation units.
Likewise, we cannot assure you
that new environmental protective regulation would not prevent us from obtaining the relevant permits and authorizations for the development
of new projects.
Revenues from our renewable
generation assets depend on meteorological and hydrological conditions, as well as on our ability to contract the energy produced and
maintain the applicable dispatch priorities
The electricity generation from
our renewable assets, including our wind farms and hydroelectric plants, depends on prevailing meteorological and hydrological conditions,
which are inherently variable and beyond our control. Lower-than-expected wind speeds may reduce electricity generation at our wind farms
and could result in breaches of our sales commitments with CAMMESA, in the case of PEA, and with WEM Large Users, in the case of PEPE
II, PEPE III, PEPE IV and PEPE VI. Such breaches could lead to the imposition of penalties payable to our customers, which vary depending
on the contractual arrangements applicable to each project, and could adversely affect our revenues and results of operations. Additionally,
severe meteorological events may cause outages, curtailed operations, or damage to our power generation assets requiring extensive remediation
measures and work. See “Natural disasters, pandemics, catastrophic events, terrorist attacks and operational failures could disrupt
our assets and impair our ability to fulfill contractual commitments”.
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In addition, the ability of PEPE
II, PEPE III, PEPE IV and PEPE VI to fully monetize their estimated energy generation depends on their ability to contract such generation
with WEM Large Users and on each project maintaining its applicable priority dispatch. If a project were to lose its priority dispatch,
or if it were otherwise unable to contract its energy generation with WEM Large Users, the uncontracted energy would be sold under the
spot market remuneration scheme, which may result in lower prices. Our ability to contract the energy generated by these projects may
also be adversely affected by regulatory measures adopted by CAMMESA or other relevant authorities. For example, measures affecting the
ability of WEM Large Users to comply with their renewable energy purchase obligations through the “Group Purchase Mechanism”
(Mecanismo de Compra Conjunta) could reduce demand for renewable energy from MATER projects and negatively affect our operational
results.
Similarly, the operations of our
hydroelectric generation plants (HINISA, HIDISA and HPPL) are dependent on hydrological conditions, which we cannot fully predict. Since
2006, the year in which our hydroelectric facilities recorded their highest water intake levels, hydrological conditions have been generally
unfavorable, with particularly adverse conditions recorded in 2014, when water intake at HINISA and HIDISA was 62% and 64% lower, respectively,
than in 2006. A prolonged period of poor hydrological conditions could reduce electricity generation at our hydroelectric plants and,
in the event of electricity shortages, could lead the Argentine government to implement electricity conservation measures, mandate reductions
in electricity generation or consumption, or prioritize electricity generation from thermal plants that use fossil fuels in order to preserve
water resources for future use. While such measures could benefit our thermal generation assets, they would negatively affect our hydroelectric
operations.
Moreover, if water levels at the
dams of our hydroelectric facilities were to decrease to the minimum thresholds established under the applicable concession agreements,
the relevant local water authorities, including the Province of Mendoza and the Interjurisdictional Authority (Autoridad Interjurisdiccional
de Cuenca or “AIC”), would assume control over the amount of water that may be dispatched in order to ensure the continuity
of other priority uses, such as human consumption and irrigation.
Any of the foregoing factors could
reduce revenues in our generation business and have a material adverse effect on our financial condition, results of operations and the
market value of our shares and ADSs.
Operational difficulties
could limit our ability to generate electricity, which could adversely affect our operational results
We may experience operational
difficulties that could require us to temporarily suspend operations or otherwise affect our ability to generate electricity and, as a
result, adversely impact our operating results. These difficulties may affect our generation equipment, electromechanical components or,
in general, any of our assets required for the supply of electricity. We cannot make any assurances that events of such nature will not
occur in the future. While we maintain comprehensive insurance for each of our facilities, we cannot make any assurances that the amounts
for which we are insured or the amounts that we may receive under such insurance policies would cover all of our losses. If operational
difficulties prevent our electricity generation, the disruption may lead to reduced revenues from our generation business, which would
have an adverse effect on our operational results and may negatively affect the market value of our shares or ADSs.
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We may face extra costs
due to the termination of the concession agreements for HINISA, HIDISA and/or HPPL
The initial concession
agreements for HINISA and HIDISA terminated on June 1 and October 19, 2024, respectively. Since those dates, we have operated the facilities
under a one-year extension provided for in each concession agreement.
With respect to HINISA,
in May 2025, the Province of Mendoza enacted Law No. 9,630, which declared an emergency for HINISA for a 14-month term due to the flood
that occurred in January 2025, thereby extending the one-year period provided in the concession agreement. The Province of Mendoza incorporated
a new corporation called “Hidroelectricidad Mendocina” that will become the future owner of the Nihuiles assets upon
the termination of the concession and its extensions and the reversion of the assets.
With respect to HIDISA,
Law No. 9,630 authorized the continued use of water while the National Government, pursuant to SE Resolution No. 398/25, proposed the
continuation of HIDISA’s operation until June 30, 2026. HIDISA adhered to such an extension.
In March 2025, the Province
of Mendoza and the National Government agreed to jointly call for a tender for the operation of both hydroelectric assets. As of the date
of this report, the tender has not been launched.
In the case of HPPL, the
concession is expected to expire in the year 2029. We cannot assure that, upon expiration of the concession, we will be able to renew
such concession.
In all three cases, we
expect to incur additional costs and investments in connection with the reversion of the assets, which may adversely affect our operational
results.
We could be exposed to third-party
claims on real property where CPB is located that could result in the imposition of significant damages, for which we have not established
a provision in our consolidated financial statements for potential losses
At the time of CPB’s privatization
in 1997, the Province of Buenos Aires agreed to expropriate and transfer to CPB the real property on which the plant was built and to
create administrative easements in our favor over the third-party lands through which a gas pipeline and an electricity transmission line
run. Although the Province of Buenos Aires is in the process of expropriating the property on which the plant is built, as of the date
of this annual report, it had not transferred all of the real property with clear and marketable title to us. In addition, the Province
of Buenos Aires has not created administrative easements for CPB’s gas pipeline or the electricity transmission line. In July 2008,
we sued the Province of Buenos Aires seeking the creation of the administrative easements in our favor. We have received several complaints
from third parties seeking compensation for the use of this land. If the Province does not complete the expropriation process or the administrative
easement process, we may be exposed to judicial claims by third parties seeking compensation or damages for which we have not established
a provision in our consolidated financial statements. If we were required to pay material damages or compensation for the right to use
this real property as a result of adverse outcomes from legal proceedings, we could be required to use cash from operations to cover such
costs, which could have a materially adverse effect on our financial condition and consolidated operational results and cause the market
value of our ADSs to decline. This risk extends to our thermal generation plant CTIW which is constructed on CPB’s real property.
The national antitrust authorities
could decide not to approve the acquisition of the CTEB
In 2019, Pampa and YPF were jointly
awarded the National and International Public Bid No. CTEB 02/2019, which was launched through SGE Resolution No. 160/19, regarding the
sale and transfer by IEASA (now ENARSA) of the goodwill of the CTEB (the “CTB Transaction”). The transaction closed on June
26, 2019.
As of the date of this annual
report, the CTB Transaction has not been approved by the national antitrust authorities. In the event that the CTB Transaction is not
approved, the business, the financial situation and the results of the operations of the Company could be substantially and adversely
affected. Further, the Company could even be forced to reverse and unwind such transactions and undo all their effects.
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Our profits may be affected
by the cancellation of the Energy Plus Program
The enactment of SE Resolution
No. 21/25 established a deadline for the execution of new contracts or the renewal of supply agreements under Energy Plus Contracts. Since
November 2025, we have been unable to execute new energy supply contracts under such program and, consequently, if we cannot allocate
such energy under new supply contracts within the new regulatory scheme, our revenues could be affected. See “Item 4. The Argentine
Energy Sector - Electricity Regulatory Framework”.
Our energy projects may
not perform as expected
Our energy projects and other
operating assets may not continue to perform as they have in the past and there is a risk of equipment failure due to wear and tear, latent
defect, design error, operator error, extreme weather events or early obsolescence, among other things, which could have an adverse effect
on our assets, liabilities, business, financial condition, results of operations and cash flow. Equipment failure at our assets could
also result in significant personal injury or loss of life, damage to and destruction of property, plant and equipment and contamination
of, or damage to, the environment and suspension of operations. This could be on a large scale, such as the failure of a wind turbine
or on a small scale, such as equipment catching on fire. The occurrence of any one of these events may result in our being named as a
defendant in lawsuits asserting claims for substantial damages, including for environmental cleanup costs, personal injury and property
damage and fines and/or penalties as well as reputational harm.
In addition, certain defects may
be detected on the wind turbines used in our energy projects, that could potentially affect their effectiveness and generation capacity
and, in turn may affect the operations of our wind farms. These defects could eventually affect our wind farm operations and have an adverse
effect in the compliance of their energy supply agreements and, ultimately, on the business, our financial condition, operational results
or our ability to pay our debts. While our projects meet rigorous quality standards, there can be no assurance that such projects will
not experience operational process or product failures and other problems, including as a result of outdated technology, or through manufacturing
or design defects, process or other failures of contractors or third-party suppliers, cyber-attacks or other intentional acts that could
result in potential product, safety, regulatory or environmental risks.
We may face competition
in the electricity sector and related industries
Numerous strong and capable participants
characterize the power generation markets in which we operate, many of which may have extensive and diversified developmental or operating
experience and financial resources similar to or significantly greater than ours. The recent enactment of SE Resolution No. 400/25 is
expected to increase competition in the generation segment. See “Item 4. The Argentine Energy Sector - Electricity Regulatory
Framework”. The effects of such new regulatory scheme and any future amendments could cause reductions in prices and increase
acquisition prices for fuel, raw materials and existing assets and, therefore, adversely affect our results of operations and financial
condition.
Our ability to compete effectively
is further constrained by infrastructure limitations, We, and our competitors, are connected to the same electrical grid that has limited
capacity for transportation, which, under certain circumstances, may reach its capacity limits. Therefore, new generators may connect,
or existing generators may increase, their outputs and dispatch more electric power to the same grid that would prevent us from delivering
our energy to our customers. In addition, the Argentine Government might not make the necessary investments to increase the system’s
capacity. In fact, the Argentine Government has recently enacted legislation to promote private funding of transmission investments, granting
reserved transmission capacity to funding parties, which could place us at a competitive disadvantage.
Moreover, under the current regulatory
framework, renewable energy contracts entered into by Large Users of the WEM through the MATER mechanism benefit from a reduction in the
cost of capacity purchases in the spot market, as renewable energy contracts do not provide capacity backup. In contrast, thermal energy
contracts do not have such benefit. As a result of this differential regulatory framework, our profitability and the competitiveness of
our thermal generation assets participating in the contract market could be adversely affected.
As a result, an increase in competition
could affect our operations, which would adversely affect our results of operations and financial condition.
Risks arise for our
business from technological changes in the energy market
The energy market is subject
to far-reaching technological change, both on the generation and demand sides. With respect to energy generation, examples include the
development of energy storage devices (battery storage in the megawatt range) or facilities for the temporary storage of power through
conversion to gas (so-called “power-to-gas-technology”), the increase in energy supply due to new technological applications
such as fracking or the digitalization of generation and distribution networks. New technologies to increase energy efficiency and
improve heat insulation, for the direct generation of power at the consumer level, or that will enhance refeeding (for example, by using
power storage for renewable generation) may, on the demand side, lead to structural market changes in favor of energy sources with low
or zero carbon dioxide emissions or in favor of decentralized power generation, (for instance, via small-scale power plants within or
close to residential areas or industrial facilities).
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If our business cannot react
to changes caused by new technological developments and the associated changes in market structure, these changes may have an adverse
effect on our operational results.
Our suppliers may not be
able to provide spare parts and/or upgrades to our generation units
We cannot assure you that the
manufacturers of our generation units and their suppliers will provide in a timely manner the spare parts and/or upgrades required for
the maintenance of such equipment. Consequently, in case of outage of a unit, the term for its entry into service shall be longer than
expected or alternative solutions would be required. Such situations might affect our operations and have an adverse effect in the compliance
of the relevant energy supply agreement and, ultimately, on the business, our financial condition, operational results or our ability
to pay our debts.
Our PPAs may not be renewed,
or they could be unilaterally modified, terminated or otherwise affected by measures adopted by the Argentine Government related to the
PPAs or the energy sector in general, or we may not be able to enter into new PPAs
We have executed several energy
supply agreements with CAMMESA under SE Resolution No. 220/07, SEE Resolution No. 21/16, SEE Resolution 287/17 and RenovAr Programs. Such
PPAs could be revoked, modified or in any other way affected by any measure adopted by the Argentine Government. See “Item 4.
The Argentine Energy Sector - Electricity Regulatory Framework”. Also, we could not be able to renew our PPAs or enter into
new PPAs.
We cannot assure you that we will
be in a position to renew our PPAs or execute new PPAs under the same economic conditions, or that such PPAs will not be unilaterally
modified or resolved or that certain other regulations or measures that may be adopted by the Argentine Government in connection with
the electricity regulatory framework will not have a material adverse effect on our business, operational results and financial condition.
The generation activity
involves the handling of dangerous elements such as fuels that have an associated potential risk for premises and people
Although we comply with all standards
and best practices related to environmental safety, an accident involving materials with which we operate could have environmental consequences
and cause harm to people and/or damage our or third-party facilities. This could in turn result in the unavailability of our equipment
and, consequently, could affect our financial condition and our operational results.
Risks Related to our Shares and ADSs
Restrictions on the movement
of capital out of Argentina may impair the ability of holders of ADSs to receive dividends and distributions and the proceeds of any sale
of the shares underlying the ADSs, which could affect the market value of the ADSs
Previous national administrations
have established restrictions on the conversion of Argentine currency into foreign currencies and on the remittance to foreign investors
of proceeds from their investments in Argentina. Conversion of dividends, distributions, or the proceeds from any sale of shares from
Pesos into U.S. Dollars, as well as the transfer of those funds abroad, is limited (see “Item 10. Additional Information - Exchange
Controls”). Future restrictions on the movement of capital to and from Argentina such as those that previously existed could,
if reinstated, impair or prevent the conversion of dividends, distributions, or the proceeds from any sale of shares, as the case may
be, from Pesos into U.S. Dollars and the remittance of such U.S. Dollars abroad. Also, certain of our indebtedness includes
covenants limiting the payment of dividends.
The current administration has
reiterated its commitment to abolish all currency restrictions however, as of the date of this report, many such restrictions remain
in place. We cannot assure you that the remaining restrictions will be lifted or that additional restrictions will not be imposed in
the future. In such a case, the depositary for the ADSs may hold the Pesos it cannot otherwise convert for the account of the ADS holders
who have not been paid. In addition, any future adoption by the Argentine Government of restrictions on the movement of capital out of
Argentina may affect the ability of our foreign shareholders and holders of ADSs to obtain the full value of their shares and ADSs and
may adversely affect the market value of our shares and ADSs.
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ADS holders’ ability
to receive cash dividends may be limited
Our shareholders’ ability
to receive cash dividends may be limited by the ability of the depositary to convert cash dividends paid in Pesos into U.S. Dollars.
Under the terms of our deposit agreement with the depositary for the ADSs, the depositary will convert any cash dividend or other cash
distribution we pay on the common shares underlying the ADSs into U.S. Dollars, if it can do so on a reasonable basis and can transfer
the U.S. Dollars to the United States. If this conversion is not possible or if any government approval is needed and cannot be obtained,
the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do
so. If the exchange rate fluctuates significantly during a time when the depositary cannot convert the foreign currency, shareholders
may lose some or all of the value of the dividend distribution.
Under Argentine law, shareholder
rights may be fewer or less well-defined than in other jurisdictions
Our corporate affairs are governed
by our bylaws and by LGS, which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United
States, such as the States of Delaware or New York, or in other jurisdictions outside Argentina. In addition, the rights of holders of
the ADSs or the rights of holders of our common shares under LGS to protect their interests relative to actions by our board of directors
may be fewer and less well-defined than those under the laws of those other jurisdictions. Although insider trading and price manipulation
are illegal under Argentine law, the Argentine securities markets are not as highly regulated or supervised as the U.S. securities
markets or markets in some other jurisdictions. In addition, rules and policies against self-dealing and regarding the preservation of
shareholder interests may be less well-defined and enforced in Argentina than in the United States, putting holders of our common shares
and ADSs at a potential disadvantage.
Holders of ADSs may be
unable to exercise voting rights with respect to the common shares underlying the ADSs at our shareholders’ meetings
Shares underlying the ADSs are
held by the depositary in the name of the holder of the ADS. As such, we will not treat holders of ADSs as one of our shareholders and,
therefore, holders of ADSs will not have shareholder rights. The depositary will be the holder of the shares underlying the ADSs and holders
may exercise voting rights with respect to the shares represented by the ADSs only in accordance with the deposit agreement relating to
the ADSs. There are no provisions under Argentine law or under our bylaws that limit the exercise by ADS holders of their voting rights
through the depositary with respect to the underlying shares. However, there are practical limitations on the ability of ADS holders to
exercise their voting rights due to the additional procedural steps involved in communicating with these holders. For example, holders
of our shares will receive notice of shareholders’ meetings through publication of a notice in the Official Gazette, an Argentine
newspaper of general circulation and the daily bulletin of the BASE and will be able to exercise their voting rights by either attending
the meeting in person or voting by proxy. ADS holders, by comparison, do not receive notice directly from us. Instead, in accordance with
the deposit agreement, we provide the notice to the depositary. If we ask it to do so, the depositary will mail to holders of ADSs the
notice of the meeting and a statement as to the manner in which instructions may be given by holders. To exercise their voting rights,
ADS holders must then instruct the depositary as to voting the shares represented by their ADSs. Due to these procedural steps involving
the depositary, the process for exercising voting rights may take longer for ADS holders than for holders of shares, and shares represented
by ADSs may not be voted as the holders of ADSs desire. Shares represented by ADSs for which the depositary fails to receive timely voting
instructions may, if requested by us, be voted at the corresponding meeting either in favor of the proposal of the board of directors
or, in the absence of such a proposal, in accordance with the majority.
Our shareholders may be
subject to liability for certain votes of their securities
Because we are a limited liability
corporation, our shareholders are not liable for our obligations. Shareholders are generally liable only for the payment of the shares
they subscribe. However, shareholders who have a conflict of interest with us and who do not abstain from voting at the respective shareholders’
meeting may be liable for damages to us, but only if the transaction would not have been approved without such shareholders’ votes.
Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as
contrary to the law or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other
shareholders.
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Provisions of our bylaws
and of Argentine securities laws could deter takeover attempts and have an adverse impact on the price of our shares and the ADSs
Our bylaws and Argentine securities
laws contain provisions that may discourage, delay or impair a change of control of our Company, such as the requirement, upon the acquisition
of a controlling interest in our capital stock, to launch a mandatory tender offer to acquire all our voting stock and any securities
convertible into, or entitling the holder thereof to subscribe for or acquire, any voting shares in our capital stock. These provisions
may delay, defer or prevent a transaction or a change of control that might otherwise be in the best interest of our shareholders and
may adversely affect the market value of our shares and ADSs. In addition, the provisions of our bylaws and of Argentine securities laws
with respect to the obligation to launch a mandatory tender offer differ in certain respects; as of the date of filing of this annual
report, it is unclear whether the provisions of our bylaws, which might be more beneficial to minority shareholders under certain circumstances
than the provisions of Argentine securities laws in effect as of the date hereof, would prevail over the provisions of Argentine securities
laws.
There can be no assurance
that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could
subject U.S. holders of our shares or ADSs to adverse U.S. federal income tax consequences
A non-U.S. corporation will be
a passive foreign investment company (“PFIC”) if, in any particular year, either (i) 75% or more of its gross income for such
year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (generally determined on
the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income.
Based on our Consolidated Financial
Statements and relevant market and shareholder data, we believe that we were not a PFIC for U.S. federal income tax purposes in 2025.
In addition, based on our current expectations regarding the value and nature of our assets, the sources and nature of our income, and
relevant market and shareholder data, we do not expect to become a PFIC in 2026 or in future taxable years. However, because the PFIC
tests must be applied each year, and the composition of our income and assets and the value of our assets may change, it is possible that
we may be a PFIC in the current or a future year. In particular, because the value of our assets may be determined for purposes of these
tests by reference to the market price of our common shares or ADSs, fluctuations in the market price of our common shares or ADSs may
cause us to become a PFIC.
If we are a PFIC in any taxable
year, during which a U.S. holder (as defined in “Taxation - United States Federal Income Tax Considerations”) holds
our shares or ADSs, certain materially adverse U.S. federal income tax consequences could apply to such U.S. holder. See “Item
10. Additional Information – Taxation - United States Federal Income Tax Considerations - Passive Foreign Investment Company Rules”.
U.S. holders should consult their own tax advisor regarding the potential application of the PFIC rules to an investment in our shares
or ADSs.
For more information, see “Item
10. Additional Information – Taxation - United States Federal Income Tax Considerations - Passive Foreign Investment Company Rules”.
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