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A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
You should carefully consider the following risks and uncertainties, and any other information appearing elsewhere in this Annual Report. The
risks and uncertainties described below are intended to highlight risks and uncertainties that are specific to us. Additional risks and uncertainties, including those generally affecting Argentina and the industry in which we operate, risks and
uncertainties that we currently consider immaterial or risks and uncertainties generally applicable to similar companies in Argentina may also impair our business, results of operations, financial condition, the value of our securities and our
ability to meet our financial obligations.
The information in this Risk Factors section includes forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous factors, including those described in “Cautionary Statement
Regarding Forward-Looking Statements” above.
The following summarizes some, but not all, of the risks provided below. The following summary of material risk factors could materially and
adversely affect our business, financial condition and results of operation, and our ability to meet our financial obligations. Consequently, such risk factors may cause historical results to differ materially from any results projected,
forecasted, estimated or budgeted by us in our forward-looking statements. Please carefully consider all of the information discussed in this “Item 3. Key Information—D. Risk Factors” in this Annual
Report for a more thorough description of these and other risks:
• Risks Relating to Our Business
‒ Failure or delay in the implementation of tariff increases could have a material adverse effect on our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
‒ Our operations are subject to extensive regulation.
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‒ Failure to maintain our relationships with labor unions may have an adverse effect on our business, financial condition, results of operations and prospects.
‒ Our regulated business is dependent on our ability to maintain our License, which is subject to revocation under specific circumstances.
‒ Our creditors may not be able to enforce their claims against us in Argentina.
‒ The Government’s strategies, measures, and programs with respect to the natural gas transportation industry could materially adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations
‒ A significant portion of our revenues is generated under natural gas transportation contracts that must be renegotiated and/or extended periodically.
‒ Our business may require substantial capital expenditures for ongoing maintenance requirements and the expansion of our installed gas transportation capacity, and we may be unable to make such expenditures due to the lack of financing.
‒ Our Liquids production depends on the natural gas that arrives at the our liquids processing plant located at General Cerri Complex, in the Province of Buenos Aires (“Cerri Complex”) through three main pipelines from the Neuquina, Austral and San Jorge natural gas basins. The flow and heating value of this natural gas are subject to risks that could materially adversely affect our Liquids and midstream business segment.
‒ Measures taken by the Government may have an adverse effect on the supply of natural gas to the Cerri Complex and on the margins we are able to obtain from our Liquids business, which may adversely affect the results of our Liquids Production and Commercialization segment and, as a result, our overall business and results of operations.
‒ Fluctuations in market prices and the enactment of new taxes or regulations limiting the sales price of LPG and natural gasoline may adversely affect our Liquids business.
‒ Our ethane sales depend on the capacity of PBB Polisur S.R.L. (“PBB”), as the sole purchaser of our ethane production.
‒ Measures taken by the Government may have an adverse effect on the flow of natural gas through our midstream (gathering and treatment) facilities, which may adversely affect the results in our midstream business.
‒ The affirmative and restrictive covenants in our currently outstanding indebtedness could adversely restrict our financial and operating flexibility and subject us to other risks.
‒ Our insurance policies may not fully cover damage or we may not be able to obtain insurance against certain risks.
‒ Changes in the interpretation by the courts of labor laws that tend to favor employees could adversely affect our business, results operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
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‒ We may be exposed to risks related to litigation and administrative proceedings that could materially and adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations in the event of an unfavorable ruling.
‒ Our operations are subject to environmental, occupational health and safety regulations.
‒ Our operations could give rise to environmental risks and any change in environmental laws could increase our operating costs.
‒ We may face competition.
‒ Downgrades in our credit ratings could have negative effects on our funding costs and business operations.
‒ Our business has become dependent on digital technologies to conduct day-to-day operations and we may be subject to cyberattacks or other risks related to new technologies.
‒ Our natural gas transportation systems, gas gathering and treatment and processing facilities are subject to the risk of mechanical or electrical failures and any resulting unavailability may affect our ability to fulfill our contractual and other commitments and thus adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
‒ Our business is subject to risks arising from natural disasters, catastrophic accidents and terrorist attacks.
‒ We are subject to anti-trust, anti-corruption, anti-bribery and anti-money laundering laws. Failure to comply with these laws could result in penalties, which could harm our reputation and have an adverse effect on our business.
‒ Our ability to operate our business may suffer if we are unable to retain our employees or attract other skilled employees or contractors.
‒ Climate change could adversely affect our operating results, access to capital and strategy.
‒ Our activities are subject to social and reputational risks, including the potential for protests by members of local communities.
‒ The failure of any bank in which we deposit our funds could have an adverse effect on our financial condition.
• Risks Relating to Argentina
‒ Argentina’s ability to obtain financing from international markets could be limited, which may impair its ability to implement reforms and foster economic growth and, consequently, affect our business, results of our operations and growth prospects.
‒ Argentina’s fiscal situation could limit Argentina’s access to the capital market and adversely affect the Argentine economy.
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‒ Certain risks inherent to any investment in a company operating in an emerging market such as Argentina.
‒ Economic volatility in Argentina has adversely affected and may continue to adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
‒ The ongoing political instability in Argentina may adversely affect the Argentine economy.
‒ The impact of the economic measures adopted or to be adopted by the Government may affect the Argentine’s economy.
‒ High levels of inflation could negatively affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
‒ Restrictions on transfers of foreign currency and the repatriation of capital from Argentina may impair our ability to pay dividends or imports and investors may face restrictions on their ability collect capital and interest payments in connection with corporate bonds issued by Argentine companies.
‒ Fluctuations in the value of the peso may also adversely affect the Argentine economy, our financial condition and results of operations.
‒ The impossibility of addressing the actual and potential risks of institutional deterioration and corruption, the economy and the financial situation of Argentina has been affected negatively and could continue to be.
‒ Government intervention in the Argentine economy could adversely affect our business, results of operations, financial condition, the value of our securities, and our ability to meet our financial obligations.
‒ Argentina’s economy may be adversely affected by economic developments in other markets, which could have a material adverse effect on Argentina’s economic growth.
‒ Argentina’s past default and litigation with holdout bondholders may limit our ability to access international markets.
‒ A sustained deterioration in the terms of trade given a decline in the global prices for Argentina’s main commodity exports or an increase in the global prices for Argentina’s main commodity imports, as well as adverse weather conditions affecting the production of Argentina’s main commodity exports, could have an adverse effect on Argentina’s economic growth.
‒ Downgrades in the credit rating or rating outlook of Argentina could impact the rating of our securities or adversely affect the market price of our securities.
‒ The Government may mandate salary increases for private sector employees, which would increase our operating costs.
‒ Argentine corporations may be restricted from making payments in foreign currencies or from importing certain products.
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‒ The conflict between Russia and Ukraine and between Israel and Iran could adversely affect the global economy, the Argentine economy and our operational results and financial condition.
‒ We continue operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability.
• Risks Relating to Our Shares and ADSs
‒ shareholders outside Argentina may face additional investment risk from currency exchange rate fluctuations in connection with their holding of our shares or ADSs represented by ADRs. Exchange controls imposed by the Government may limit our ability to make payments to the Depositary in U.S. dollars, and thereby limit ADR holders’ ability to receive cash dividends in U.S. dollars.
‒ Our principal shareholders exercise significant control over matters affecting us, and may have interests that differ from those of our other shareholders.
‒ Sales of a substantial number of shares could decrease the market prices of our shares and the ADRs.
‒ Under Argentine law, shareholder rights may be fewer or less well defined than in other jurisdictions.
‒ As a foreign private issuer we are exempt from certain rules that apply to domestic U.S. issuers.
‒ Changes in Argentine tax laws may adversely affect the tax treatment of our Class B Shares or ADSs.
‒ Holders of ADRs may be unable to exercise voting rights with respect to our Class B Shares underlying the ADRs at our shareholders’ meetings.
‒ Holders of ADRs may be unable to exercise preemptive, accretion or other rights with respect to the Class B Shares underlying the ADSs.
‒ The NYSE and/or BYMA may suspend trading and/or delist our ADSs and common shares, respectively, upon occurrence of certain events relating to our financial situation.
‒ The price of our Class B Shares and the ADSs may fluctuate substantially, and your investment may decline in value.
‒ The relative volatility and illiquidity of the Argentine securities markets may substantially limit the ability to sell the Class B Shares underlying the ADSs on the BYMA at the price and time desired by the shareholder.
Risks Relating to Our Business
Failure or delay in the implementation of tariff increases could have a material adverse effect on our
business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
All our net revenues from the Natural Gas Transportation public service (which represented 41% of total revenues during 2025) are attributable
to contracts, which are subject to Government regulation. As a result, our ability to generate revenues and maintain adequate operating margins depends significantly on the timely approval and implementation of tariff adjustments by the
Argentine regulatory authorities.
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Prior to the enactment of the Public Emergency Law and Foreign Exchange System Reform Law No. 25,561 (“Public Emergency Law”), our
tariffs were denominated in U.S. dollars and adjusted semiannually based on the U.S. Producer Price Index (“PPI”), with additional adjustments every five years reflecting efficiency gains and investment commitments. The Public Emergency
Law, however, eliminated tariff indexation, and public service tariffs were converted into pesos and fixed at an exchange rate of Ps. 1.00 per US$1.00, even though the peso was devaluating significantly against the U.S. dollar.
As a result, from 2002 until recent years, our natural gas transportation tariffs did not increase in line with inflation or other macroeconomic
variables affecting our operating costs. This mismatch adversely affected our revenues and financial condition. Although we implemented cost-containment measures to mitigate the impact of insufficient tariff adjustments, and such measures did
not impair the reliability or safety of our pipeline system, there can be no assurance that similar actions would be sufficient in the future.
From the effective date of the Public Emergency Law until April 2014, our tariff remained unchanged. In April, 2014 we received a transitory
tariff increase of 20%, much lower than the evolution of other macroeconomic variables that affect our operating costs.
Subsequently, and until the execution of the integral tariff renegotiation (Revisión Tarifaria Integral)
(“RTI”) agreement approved in March 2017 through Resolution No. 4362/2017 (“Resolution 4362”), we were granted only partial and limited increases.
Resolution 4362 approved a staged tariff increase, providing for an aggregate transportation tariff increase of 214.2% and an aggregate access
and use charge (“CAU”) increase of 37%. Pursuant to this resolution, we had to execute a capital expenditures program for a five-year period (from April 1, 2017, to March 31, 2022), which contemplated investments of Ps. 6,786 million (in
nominal value as of December 31, 2016) to improve the operation and maintenance of the pipeline system.
Subsequently, under the Decree No. 1020 tariffs were frozen until the new RTI concludes. In this context, only two transitory-tariff increases
were approved, which have particularly compensated the development of the operation costs. “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework—Tariff situation.”
Following the public hearing held on January 8, 2024, on March 26, 2024, we entered into the a transitional agreement with ENARGAS (“2024
Transitional Agreement”), which establishes a temporary adjustment of 675% in natural gas transportation tariffs. This tariff increase came into effect on April 3, 2024, following the publication in the Official Gazette of Resolution No.
112/2024 (the “Resolution 112”) issued by ENARGAS. According to Resolution 112, from May 2024 until the five-year tariff review process is completed, tariffs will be adjusted monthly. However, pursuant to instructions by the Ministry of
Economy, the implementation and determination of monthly adjustments were deferred to and subsequently defined by the Executive Branch.
In relation with the five-year tariff review, on January 14, 2025, ENARGAS published the call for a public hearing held on February 6, 2025 to
consider, among other matters, the five‑year tariff review for gas transportation and the methodology for periodic tariff adjustments.
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ENARGAS approved our five‑year tariff review through Resolution No. 256/2025. The approval of the periodic adjustment mechanism was deferred
following intervention by the Executive Branch. Subsequent regulatory measures modified the adjustment framework and introduced monthly tariff updates based on indexes determined by ENARGAS. We consented to such framework and ENARGAS approved
the applicable calculation methodology. For additional information, see “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework—Tariff situation.”
Historically, delays in the approval or implementation of tariff increases, as well as tariff adjustments that were insufficient to offset
inflation and rising operating costs, have adversely affected our financial and economic condition. We cannot assure that future tariff adjustments will be approved in a timely manner, will be sufficient to maintain our operating margins, or
will adequately reflect increases in costs or required investments.
As of the date of this Annual Report, we are unable to predict whether permanent measures by the Government on the tariff regime of natural gas
transportation services will be adopted, whether such regime will be amended, nor the final outcome of the ongoing five-year tariff review. In addition, we cannot predict whether we will be subject to additional operating restrictions nor
mandatory investment requirements. Any adverse outcome on these matters could have a material adverse effect on our business, results of operations and financial condition.
Our operations are subject to extensive regulation.
The Argentine oil and gas industry is subject to extensive government regulation and control. As a result, our business is to a large extent
dependent upon regulatory and political conditions prevailing in Argentina and our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations may be adversely affected
by regulatory and political changes in Argentina. Therefore, we face risks and challenges relating to government regulation and control of the energy sector, including those set forth below and elsewhere in these risk factors:
• limitations on our ability to increase prices or to reflect the effects of higher domestic taxes, increases in operating costs or increases in international prices of natural gas and other hydrocarbon fuels and exchange rate fluctuations on our domestic prices;
• risks in connection with the former and current incentive programs established by the Government for the oil and gas industry, such as the natural gas additional injection stimulus program and cash collection of balances with the Government;
• legislation and regulatory initiatives relating to hydraulic stimulation and other drilling activities for non-conventional oil and gas hydrocarbons, which could increase our cost of doing business or cause delays and adversely affect our operations; and
• the implementation or imposition of stricter quality requirements for hydrocarbon products in Argentina.
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In recent years, the Government has made certain changes in regulations and policies governing the energy sector to give absolute priority to
domestic supply at stable prices in order to sustain economic recovery. As a result of these changes, for example, on days during which a gas shortage occurs, exports of natural gas (which are also affected by other governmental curtailment
orders) and the provision of gas supplies to industries, electricity generation plants and service stations selling compressed natural gas are interrupted to prioritize residential consumers at lower prices. The Argentine Expropriation Law has
declared the achievement of self-sufficiency in the supply of hydrocarbons, as well as in the exploitation, industrialization, transportation and sale of hydrocarbons, is in the national public interest and a priority for Argentina. In
addition, its stated goal is to guarantee socially equitable economic development, the creation of jobs, the increase of the competitiveness of various economic sectors and the equitable and sustainable growth of the Argentine provinces and
regions. We cannot assure you that these and other changes in applicable laws and regulations, or adverse judicial or administrative interpretations of such laws and regulations, will not adversely affect our business, results of operations,
financial condition, the value of our securities and our ability to meet our financial obligations.
Failure to maintain our relationships with labor unions may have an adverse effect on our business,
financial condition, results of operations and prospects.
A significant portion of our workforce is represented by labor unions, and most of our non-unionized employees have the same employment benefits
as unionized employees. While we believe we have enjoyed satisfactory relationships with all the labor organizations that represent our associates, and we believe our relationships with labor organizations will continue to be satisfactory,
labor-related disputes may still arise. Labor lawsuits are common in the energy sector in Argentina, and industry-wide organized actions by unionized employees in the industry, such as blockages in the access to facilities and route cuts have
occurred in the past. We have suffered interruptions as a result of our employees joining such organized activities. We cannot assure you that future business interruptions resulting from strikes and other organized activities by our employees
would not have a significant adverse effect on our business, financial condition, results of operations and prospects.
The collective bargaining agreements with our unions are valid for one year. Currently, we have a collective bargaining agreement in effect for
the period from April 2025 to April 2026.
However, we cannot assure you that we will not suffer business interruptions or strikes in the future as a result of collective actions by our
employees. We have insurance that covers terrorism and organized actions against our assets, among other items, for a total insured amount of US$50,000,000 with a deductible per event of US$500,000, but we cannot assure you that our insurance
coverage will be sufficient to cover damages and losses caused by the organized actions of our employees.
In addition, in the past, the Government has enacted laws and regulations forcing private companies to maintain certain wage levels and to
provide additional benefits to their employees. We cannot assure you that in the future the Government will not increase wages or require additional benefits for workers or employees or that unions will not pressure the Government to demand
such measures. All wage increases, as well as any additional benefits, could result in increased costs and adversely affect our results of operations.
Our regulated business is dependent on our ability to maintain our License, which is subject to
expiration under specific circumstances.
We conduct our Natural Gas Transportation business pursuant to the License, which authorizes us to provide natural gas transportation services
through the exclusive use of the southern natural gas transportation system in Argentina. Our License may be revoked in specific circumstances based on the recommendation of ENARGAS. Expiration of our license would require an administrative
proceeding, which would be subject to judicial review. Main reasons for which our License may be revoked include:
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• repeated failure to comply with the obligations of our License and failure to remedy a significant breach of an obligation in accordance with specified procedures;
• total or partial interruption of service for reasons attributable to us that affects transportation capacity during the periods stipulated in our License;
• sale, assignment or transfer of our essential assets or the placing of encumbrances thereon without ENARGAS’ prior authorization, unless such encumbrances serve to finance extensions and improvements to the gas pipeline system;
• our bankruptcy, dissolution or liquidation;
• cessation and abandonment of the provision of the licensed service, an attempt to assign or unilaterally transfer our License in full or in part without the prior authorization of ENARGAS, or relinquishing our License, other than in the cases permitted therein; and
• delegation of the functions granted in such License without the prior authorization of ENARGAS, or the termination of such License without regulatory approval of a license.
On September 8, 2023, we submitted a request to ENARGAS to initiate the procedure established by Law No. 24,076 for the extension of our License
terms. Following applicable technical, legal and administrative procedures, ENARGAS issued a technical and legal report on June 19, 2024 stating we had complied with our obligations under the License. After a non‑binding public hearing held on
October 21, 2024, and based on ENARGAS’ assessment, the Executive Branch considered the extension of the License.
On July 24, 2025, the Executive Branch ratified the memorandum of agreement entered into between us and the Ministry of Economy on July 11,
2025, and pursuant to which the term of our License was extended for an additional period of 20 years as from December 28, 2027.
Notwithstanding the extension of our License, our regulated activities remain subject to ongoing supervision, evaluation and enforcement by
ENARGAS and other governmental authorities. Compliance with evolving regulatory standards, technical requirements and performance obligations is required throughout the term of the License, and such standards or requirements may be amended or
interpreted differently over time. Failure to comply with applicable regulations or License obligations could result in sanction, operational restrictions, or, in extreme cases, the initiation of revocation proceedings.
If our License were revoked, we would be required to cease providing natural gas transportation services. The impact that loosing our License
would have on our business, financial condition and results of operations would be material and adverse. Additionally, certain changes to the License could result in a default under our outstanding debt instruments.
Our creditors may not be able to enforce their claims against us in Argentina.
We are a stock corporation with limited liability (sociedad anónima), incorporated and organized under
the laws of Argentina. Substantially all of our assets are located in Argentina.
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Under Argentine law, foreign judgments may be enforced by Argentine courts, provided that the requirements of Articles 517 through 519 of the
Federal Code of Civil and Commercial Procedure are met. Foreign judgments cannot violate principles of public policy (orden público) of Argentine law, as determined by Argentine courts. It is possible
that an Argentine court would deem the enforcement of foreign judgments ordering us to make a payment in a foreign currency outside of Argentina to be contrary to Argentine public policy if at that time there are legal restrictions prohibiting
Argentine debtors from transferring foreign currency outside of Argentina. Although currently there are no legal restrictions prohibiting Argentine debtors from transferring foreign currency outside of Argentina to satisfy principal or interest
payments on outstanding debt that has been previously reported to the BCRA, we cannot assure you that the Government or an Argentine court will not impose such restrictions in the future.
In addition, under Argentine law, attachment prior to execution and attachment in aid of execution will not be ordered by an Argentine court
with respect to property located in Argentina and determined by such courts to be utilized for the provision of essential public services. A significant portion of our assets may be considered by Argentine courts to be dedicated to the
provision of an essential public service. If an Argentine court were to make such a determination with respect to any of our assets, unless the Government ordered the release of such assets, such assets would not be subject to attachment,
execution, or other legal process if such determination stands, and the ability of any of our creditors to realize a judgment against such assets may be adversely affected.
The Government’s strategies, measures, and programs with respect to the natural gas transportation
industry could materially adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Since 1992 and after the privatization of several state companies, until the economic crisis in 2002, the Government reduced its control over
the natural gas transportation industry. After the economic crisis in 2002 the Government increased its role in the energy sector implementing strict regulations and increasing its intervention. Intervention primarily included the expansion of
our pipeline through the creation of trust funds and the interruption and redirection of natural gas firm transportation services, including the diversification of natural gas supply from the Cerri Complex.
In the past, natural gas distribution companies, including us, were prohibited from passing through price increases to consumers. Producers of
natural gas, therefore, had difficulty implementing wellhead natural gas price adjustments that would increase the costs of distribution companies, which caused such producers to suffer a sharp decline in their rate of return-on-investment
activities. As a result, natural gas production was not sufficient to meet the increasing demand. Likewise, the lack or insufficient tariff adjustments for natural gas transportation companies caused a decrease in the profitability of such
companies.
The Government attempted to encourage investment by subsidizing energy consumption, but these measures proved ineffective. They led to
stagnation in the energy sector, including in the reduction in the production of natural gas, the commercialization of propane and butane in the local market and the natural gas industry, while consumption continued to rise. The energy crisis
resulted in a scarcity scenario. The Government’s response was to increase energy imports, which had adverse effects on the trade balance and the international reserves of the BCRA. These measures severely impacted in our operations and the
operations of our main clients.
By Decree of Necessity and Urgency No. 55/2023 of December 18, 2023, the President declared the national emergency of the energy sector. The
emergency period ran until December 31, 2024, subsequently extended until July 9, 2025. Decree No. 1023/2024 stipulates that the implementation of the tariff schedules resulting from the tariff review initiated pursuant to Decree No. 55/23
shall not exceed July 9, 2025. The state of emergency was further extended to July 9, 2026, by Decree 370/2025.
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The Secretary of Energy is instructed to prepare and implement a program of actions that will allow the sanctioning of prices in competition and
free access, maintain income levels, cover investment needs and guarantee the continuous provision of public services, in adequate technical and economic conditions, both for providers and users.
Although the current administration has implemented measures to deregulate the economy and the energy market, we cannot guarantee that these
measures will resolve issues in energy sector in in Argentina. Likewise, at this time we cannot predict the impact of the measures or strategies implemented or to be implemented by the Government in the natural gas or hydrocarbons industry, nor
their effect, on our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
Additionally, there is no assurance that the Argentine Government will not introduce further emergency legislation or similar regulations in the
future that could increase our obligations, such as higher taxes, unfavorable changes to our tariff structures or remuneration schemes, and other regulatory requirements. Compliance with these could raise our costs, negatively affect our
operational results, and decrease the market value of our ADSs and common shares.
A significant portion of our revenues is generated under natural gas transportation contracts that must
be renegotiated and/or extended periodically.
In 2025, 74.2% of our average daily natural gas deliveries were made under long-term firm transportation contracts. As of December 31, 2025, our
long-term firm natural gas transportation contracts had a remaining weighted average life of approximately 11 years. We cannot assure you that we will be able to extend or replace these contracts when they expire or that the terms of any
renegotiated contracts will be as favorable as the existing contracts. In particular, our ability to extend and/or replace contracts could be adversely affected by factors we cannot control, including:
• Argentine natural gas transportation regulations;
• timing, volume and location of new market demand;
• competition from alternative energy sources;
• supply and price of natural gas, mainly in the Austral basin and San Jorge Gulf basin that show sustained declines, in Argentina;
• demand for natural gas in the markets we serve; and
• availability and competitiveness of alternative gas transportation infrastructure in the markets we serve.
Additionally, most of our transportation contracts include a clause allowing for the termination of the relevant contract before the expiration
of its term by any of the parties, in case of (i) breach of the other party, or (ii) an extended event of force majeure.
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Our business may require substantial capital expenditures for ongoing maintenance requirements and the
expansion of our installed gas transportation capacity, and we may be unable to make such expenditures due to the lack of financing.
The natural gas transportation service is an activity involving significant amounts of capital expenditures to improve the operation and
maintenance of the pipeline system. Incremental capital expenditures may be required to fund maintenance of our pipeline system. Furthermore, capital expenditures will be required to finance current and future expansions of our transportation
capacity. If we are unable to finance any such capital expenditures in terms satisfactory to us or at all, our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial
obligations may be adversely affected. In addition, our financing ability may be limited by market restrictions on financing availability for Argentine companies. See “—Risks Relating to Argentina—Argentina’s
past default and litigation with holdout bondholders may limit our ability to access international markets.”
Within the framework of the five-year tariff review, we presented our investment plan for the 2025-2029 five-year period, detailing the projects
to be executed and the corresponding budget. We must submit to ENARGAS the progress of our investment plan on an annual basis, and may face administrative sanctions if we fail to comply with such plan.
We cannot guarantee that we will have the necessary resources to comply with the proposed investment plan. Failure to comply could result in the
implementation of administrative sanctions, fines, or even the revocation of the License, all of which could have a substantial adverse effect on our business, operations and financial situation.
In the past, expansion projects by the Government have not had adverse effects over our results of operations and financial condition. However,
we cannot assure you that future expansion projects will not adversely affect our business.
Our Liquids production depends on the natural gas that arrives at the Cerri Complex through three main
pipelines from the Neuquina, Austral and San Jorge natural gas basins. The flow and heating value of this natural gas are subject to risks that could materially adversely affect our Liquids and midstream business segment.
More than 50% of the energy matrix in Argentina relies on natural gas. However, and until the surge of the Vaca Muerta area, its natural gas
reserves have been declining. Indeed, the exploitation of the Vaca Muerta unconventional area represents a key factor for Argentina’s hydrocarbon development. In the event that it is not successful, it is possible that natural gas production
may decline again in the future, which would adversely affect our Liquids business segment by reducing the amount of natural gas flowing to the Cerri Complex and, therefore, the amount of Liquids we produce. In addition, the reduction in the
production of natural gas could affect the flow of natural gas provided for our midstream services.
The possibility that Argentina’s natural gas reserves will increase depends on the results of exploration by natural gas producers and the
construction of a pipeline system that allows natural gas to escape from the Neuquén basin. In this regard, in November 2020, the Government established the Plan Gas.Ar and extended it through Decree No. 730/2022 until 2028. This plan
establishes the need to guarantee the supply of natural gas demand while establishing incentives to make immediate investments for the maintenance and/or growth of production in the productive basins, where natural gas producers must commit to
achieve a production curve that guarantees the maintenance and/or increase of current levels.
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In recent years, investment in natural gas transportation infrastructure has not kept pace with the development of new natural gas production,
particularly in connection with the evacuation of incremental volumes from producing basins. While this investment gap could be partially reversed if certain infrastructure projects currently under development or under evaluation in Argentina
are completed, there can be no assurance that such projects will be executed on a timely basis, or at all. If natural gas demand continues to increase, as it has in recent years, and the required transportation and evacuation infrastructure is
not expanded accordingly, there is a risk that natural gas supply constraints could arise during periods of peak demand.
Through Resolution No. 67/22 of February 7, 2022, the Secretariat of Energy created the program Transport.Ar
Producción Nacional, declaring of national public interest the construction of the Perito Moreno pipeline (“GPM,” formerly known as the President Néstor Kirchner pipeline) and its
complementary works as a strategic project. This gas pipeline connects the town of Tratayén, Province of Neuquén, with the city of Salliqueló, Province of Buenos Aires. The GPM and compressor plants, owned by Energía Argentina S.A. (“ENARSA”),
became fully operational in October 2024.
Notwithstanding the commissioning of the GPM, additional infrastructure investments may be required to fully accommodate future increases in
natural gas production and demand. We cannot assure you, however, that this new natural gas resource at the Neuquén Basin, or the Plan Gas.Ar, or any other measures taken by the Government to increase natural gas production and supply, will be
successful in increasing Argentine natural gas reserves or production and, if unsuccessful, our midstream or Liquids Production and Commercialization businesses could be adversely affected.
Measures taken by the Government may have an adverse effect on the margins we are able to obtain from
our Liquids business, which may adversely affect the results in our Liquids Production and Commercialization segment and, as a result, our overall business and results of operations.
Historically, due to regulatory, economic and government policy factors, domestic prices of gasoline, diesel, natural gas, propane and butane,
and other fuel prices in Argentina have differed substantially from prevailing international and regional market prices. At various times, our ability to increase prices in response to international prices or increases in local costs, including
those resulting from the peso devaluation, has been limited. This limitation has adversely affected the profitability of our Liquids business and the economic feasibility and timing of investments in processing capacity and related
infrastructure. Further, we may face risks and challenges relating to government regulation and control of the energy sector, including laws, regulations and rules enacted by federal, provincial and local governments.
Although our Liquids production and commercialization activities are not regulated by ENARGAS, the Argentine government has historically
intervened in the LPG market to prioritize domestic supply at stable or reduced prices. For example, in April 2005, the Government enacted Law No. 26,020, which set the framework by which the Secretary of Hydrocarbon Resources may establish
regulations to cause LPG suppliers to guarantee sufficient supply of LPG in the domestic market at low prices. Law No. 26,020 creates a price regime pursuant to which the Secretary of Hydrocarbon Resources periodically publishes reference
prices for LPG sold in the local market. It also sets forth LPG volumes to be sold in the local market.
Within this framework, we have participated in government programs providing compensation based on the difference between government‑determined
domestic prices and export parity prices. In the past, such compensations have been paid with significant delays, which adversely affected our liquidity and results of operations. For further information, see “Item
4—Our Information—B. Business Overview—Liquids Production and Commercialization.”
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During 2024, the administration of President Javier Milei introduced changes to the propane and butane supply programs with the aim of
liberalizing prices and aligning them with international reference prices. While these measures have improved pricing conditions for our Liquids business, we cannot assure you that this regulatory approach will be maintained over time. The
Government retains broad authority to intervene in the energy sector, and future measures could reintroduce price controls, supply obligations, export restrictions and other limitations affecting domestic LPG pricing.
Accordingly, we cannot assure you that domestic propane and butane prices will continue to reflect international or regional market conditions,
or that we will be able to maintain or increase margins in our Liquids business. Any reintroduction of price controls, delays in compensation mechanisms, or other adverse regulatory changes could materially and adversely affect our business,
results of operations, financial condition, cash flows, the value of our securities and our ability to meet our financial obligations.
Fluctuations in market prices and the enactment of new taxes or regulations limiting the sales price of
LPG and natural gasoline may adversely affect our Liquids business.
We extract LPG and natural gasoline from natural gas delivered to the Cerri Complex and sell LPG and natural gasoline. As a result of the
deterioration of our Natural Gas Transportation segment, operations relating to our Liquids production and commercialization have represented a material portion of our total revenues.
Over the last few years, the price of Liquids has experienced high levels of volatility. Factors affecting prices include weak demand levels
from emerging markets, significant variations in production and storage levels, and climate and geopolitical issues such as the Russia-Ukraine and Middle East conflicts, the ability of the Organization of the Petroleum Exporting Countries (“OPEC”)
and other crude oil producing nations to set and maintain crude oil production levels and prices; macroeconomic conditions, including inflation and increase in interest rates. It is expected that volatility and fluctuations maintained in the
future.
We cannot predict how these factors will influence LPG and natural gasoline prices and we have no control over them. Price
volatility curtails the ability of industry participants to adopt long-term investment decisions given that returns on investments become unpredictable. A substantial or extended downturn in the international prices of Liquids could have a
material adverse effect on our business, operating results, and financial condition, as well as the market value of our shares or ADSs.
In the past, the Government has imposed duties on exports, including exports of natural gasoline and LPG
products that we export. Currently, in accordance with the Solidarity Law and the Decree No. 488/2020 export duties on the Liquids products that we exported are about 8%. For
further information, see “Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization.”
In addition, after the issuance of Resolutions Nos. 1,982/11 and 1,991/11 (“Gas Charge Resolutions”), the natural gas processing charge
created by Decree No. 2,067/08 increased from Ps. 0.049 to Ps. 0.405 per cubic meter of natural gas effective as from December 1, 2011, representing a significant increase in our variable costs of natural gas processing.
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In order to avoid an adverse effect on our Liquids business, we initiated legal proceedings against Decree No. 2,067/08 and the Gas Charge
Resolutions, including the Government, ENARGAS and the former Ministry of Production and Federal Planning, Public Investment and Services (Ministerio de Producción y de Planificación Federal, Inversión Pública
y Servicios) as defendants. For additional information, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal and Regulatory Proceedings—Tax Claims.”
The effect of the continuing decline or volatility in international prices of LPG or natural gasoline could cause our operating margins to drop
significantly and materially adversely affect our business, results of operations, financial condition, the value of our securities, and our ability to meet our financial obligations. In addition, the national, provincial and municipal
governments could modify the current taxes and export/import regulations in a manner that could adversely affect our financial condition and results of operations.
Our ethane sales depend on the capacity of PBB, as the sole purchaser of our ethane production.
We sell all our ethane to PBB pursuant to an agreement effective as of May 1, 2018, that expires on December 27, 2027.
Pursuant to this agreement, the ethane price is calculated in U.S. dollars and is subject to adjustments, the natural gas price, the quality of
the ethane shipped by us and transportation tariffs and charges, among others. This agreement also includes take or pay (“TOP”) and deliver or pay (“DOP”) commitments for minimum annual quantities. Under these terms, if one party
does not comply with the applicable TOP or DOP condition, that party will be required to compensate the other party.
In the past, PBB suffered several adverse operational conditions that affected its capacity to purchase our ethane production. We cannot assure
you that these adverse conditions affecting PBB will not recur in the future or that PBB will be able to satisfy its obligations under the new purchase agreement. Likewise, if we are not able to renegotiate such agreement at maturity on terms
similar to those in effect, our financial condition and results of operations could be adversely affected.
Measures taken by the Government may have an adverse effect on the flow of natural gas through our
midstream (gathering and treatment) facilities, which may adversely affect the results in our midstream business.
To stimulate the natural gas production in Argentina, former Argentina administration implemented the Plan Gas.Ar under which certain market
quotas (a portion of total gas needs for power generation and for distribution companies) were assigned to natural gas producers on different tender processes following a price basis criterion. As there is not a full price through of natural
gas prices to final consumers, the Plan Gas.Ar provides state funding to close the gap between the prices quoted by the natural gas producers and the prices resulting from the pass through to final consumers. The agreements resulting from the
Plan Gas.Ar are valid until year 2028.
Plan Gas.Ar has been successful in providing the natural gas producers with price signals that allow them to invest in their upstream operations
and, consequently, increase the local natural gas production.
Any change to this plan unilaterally imposed by the Argentina government to the natural gas producers or default in payments by the Government,
may affect negatively in the flow of natural gas through our Midstream infrastructure, impacting adversely in our results of operations and the development of future investment plans that we may have in our Vaca Muerta facilities.
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The affirmative and restrictive covenants in outstanding indebtedness could adversely restrict our
financial and operating flexibility and subject us to other risks.
The terms of our outstanding indebtedness provide for numerous affirmative and restrictive covenants that limit our ability to, among other
things:
• incur or permit to exist certain liens;
• incur additional indebtedness;
• pay dividends or make other restricted payments;
• make capital investments and other investments;
• enter into sale and lease-back transactions;
• enter into transactions with affiliates;
• sell, transfer or otherwise dispose of assets; and
• consolidate, amalgamate, merge or sell all or substantially all of our assets.
These restrictions may limit our ability to operate our businesses 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 by us or the failure by us to meet any of these conditions could result in a default under any or all of such 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 the public works and licenses process. In addition, if we are unable to generate
sufficient cash flow from operations, we may be required to refinance outstanding debt or to obtain additional financing. We cannot assure you that a refinancing would be possible or that any additional financing would be available or obtained
on acceptable terms.
Our insurance policies may not fully cover damage or we may not be able to obtain insurance against
certain risks.
We maintain insurance policies intended to mitigate our losses due to customary risks. These policies cover our assets against loss for physical
damage and loss of revenue, and also third-party liability. However, we cannot assure you that the scope of damages suffered in the event of a natural disaster or catastrophic event would not exceed the policy limits of our insurance coverage.
We maintain all-risk physical damage coverage for losses resulting from, but not limited to, earthquakes, fire, explosions, floods, windstorms, strikes, riots, mechanical breakdowns and business interruption. Our level of insurance may not be
sufficient to fully cover all losses that may arise in the course of our business or insurance covering our various risks may not continue to be available in the future. In addition, we may not be able to obtain insurance on comparable terms in
the future. We may be materially and adversely affected if we incur losses that are not fully covered by our insurance policies or if we are required to disburse significant amounts from our own funds to cover such losses.
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Changes in the interpretation by the courts of labor laws that tend to favor employees could adversely
affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
In addition to our employees, we rely on several third-party service providers to outsource certain services. We follow very strict policies to
control the compliance by such third-party service providers with their labor and social security obligations. However, due to changes in the interpretation by the courts of labor laws that tend to favor employees in Argentina, companies’ labor
and social security obligations toward their own employees and employees of third-party service providers have significantly increased. As a result of the foregoing, potential severance payment liabilities have significantly increased, and in
the event any third-party service provider fails to duly comply with its labor and social security obligations towards its employees, we may be faced with litigation by employees of such third-party service provider to hold us liable for the
payment of any labor and social security obligations defaulted on by any such third-party service provider. Therefore, our labor costs may increase as our indemnification responsibilities and costs expand, adversely affecting the results of our
operations.
In addition, recent legislative reforms aimed at modernizing Argentina’s labor framework, including changes to employment regimes, collective
bargaining rules and employer liabilities, may be subject to regulatory implementation, judicial interpretation or reversal, which could generate uncertainty, transitional costs or labor disputes.
We may be exposed to risks related to litigation and administrative proceedings that could materially
and adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations in the event of an unfavorable ruling.
We are part of administrative proceedings and judicial claims, some of which have been pending resolution for several years. 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 and criminal prosecution, among other matters.
In the context of these proceedings, we may be required to pay fines or money damages and we also may 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 estimate accurately the outcome of actual or potential litigation or proceedings. Although
we may establish provisions, as we deem necessary, the amounts that we reserve could vary significantly from any amounts we pay due to the inherent uncertainties in the estimation process.
For additional information on the material proceedings in which we are involved, see “Item 8. Financial
Information—A. Consolidated Statements and Other Financial Information—Legal and Regulatory Proceedings.”
Our operations are subject to environmental, occupational health and safety regulations.
We operate an extensive network of natural gas pipelines, including numerous compressor plants, the Cerri Complex and the logistic and storage
facilities of Puerto Galván. All these facilities are located throughout the territory of Argentina and are subject to federal and provincial laws, as well as to the supervision of governmental agencies and regulatory authorities in charge of
enforcing environmental laws and policies. We operate in compliance with applicable laws and in accordance with directives issued by ENARGAS. For this reason, it is possible that we could be subject to controls, which could result in penalties
imposed on us.
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We utilize a certified safety, occupational health, environment and quality management system in accordance with international standards ISO
14001, ISO 9001 and OHSAS 18001. It includes operational controls that are documented and monitored regularly. However, we cannot assure you that these controls will be effective or that our time of response to incidents will be adequate.
In addition, future regulation may require us to comply with additional safety, occupational health, environmental and quality controls or
standards. We cannot assure you that, in the future, additional regulation could be issued requiring us to make new investments in order to comply with such safety, health and environmental laws and regulations.
Our operations could give rise to 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 face competition.
We face competition in both our Liquids Production and Commercialization segment and our Midstream and natural gas transportation activities,
which could adversely affect our volumes, margins and results of operations.
In our Liquids business, the development and operation of natural gas processing facilities upstream of our Cerri Complex, particularly in the
Province of Neuquén, has historically increased competition by enabling producers and third parties to satisfy demand through alternative processing arrangements. Although the construction of such facilities requires significant capital
investment, additional upstream processing capacity could reduce the volumes or affect the quality of the natural gas delivered to the Cerri Complex. As a result, increased upstream processing, including at existing facilities such as the MEGA
plant or at new projects that may be developed in the future, could adversely affect our revenues from Liquids Production and Commercialization services.
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Regarding our Midstream business segment, we operate in a competitive environment with strong market participants, many of which may have
extensive and diversified know-how or operating experience and financial resources like or significantly greater than ours. While it is still unclear the future measures to be taken by the Government regarding its energetic policy, the
development of the natural gas industry in Argentina is essential for the country’s economic growth. All future business that our competitors or we can develop will depend on the production of natural gas. The Government (or any other entity on
its behalf) might not issue the necessary regulations to encourage natural gas producers to develop new projects involving natural gas output.
Our competitors may be able to invest more for productive natural gas properties than our financial or personnel resources permit. Our
competitors may also be able to offer better compensation packages to attract and retain qualified personnel than we are able to offer.
As a result of the above, an increased number of competitors could reduce the quality of the natural gas available for its processing, our
ability to attract and retain quality personnel or raising additional capital. In addition, an increase in competition could affect our business, results of operations and financial condition, the value of our securities, and our ability to
meet our financial obligations. This would adversely affect our business, results of operations and financial condition.
Additionally, our principal competitor in the natural gas transportation business is Transportadora de Gas del Norte S.A. (“TGN”). We
compete with TGN on a day-to-day basis for natural gas interruptible transportation services and from time to time for new natural gas firm transportation services and, in case that opportunities for new firm natural gas transportation services
that arise from the expansion of the system. We compete directly with TGN for the transportation of natural gas from the Neuquén Basin to the greater Buenos Aires area. In addition, in the future other participants may successfully penetrate
our market and connect with our main customers which could affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
The development of natural gas production in Argentina, including in the Vaca Muerta formation, depends heavily on the availability of
transportation infrastructure. While recent expansions have increased transportation capacity, key pipelines continue to operate near their maximum capacity. If natural gas production grows faster than transportation capacity is expanded,
constraints on available capacity could intensify competition among transporters and limit the development of new business opportunities, potentially affecting our revenues and margins. For additional information see “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Expansions of the System.”
The construction of a new pipeline or to increase the transportation capacity by a third party could affect our results of operations as the
interruptible natural gas transport volumes and the availability of natural gas that arrives at the Cerri Complex for processing could be diminished. Any of the foregoing factors could have a material adverse effect on our business, results of
operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Downgrades in our credit ratings could have negative effects on our funding costs and business operations.
Credit ratings are assigned to the Company and its subsidiaries. The credit ratings are based on information furnished by us or obtained by the
credit rating agencies from independent sources and are also influenced by the credit ratings of Argentine Government bonds and general views regarding the Argentine financial system as a whole. The credit ratings are subject to revision,
suspension or withdrawal by the credit rating agencies at any time. A downgrade, suspension or withdrawal in our credit ratings could result in, among others, the following: (i) increased funding costs and other difficulties in raising funds;
(ii) the need to provide additional collateral in connection with financial market transactions; and (iii) the termination or cancellation of existing agreements. As a result, our business, financial condition and operational results could be
materially and adversely affected.
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Our business has become dependent on digital technologies to conduct day-to-day operations and we may
be subject to cyberattacks or other risks related to new technologies.
We depend on a variety of internet-based data processing, communication, and information exchange platforms and networks. Although we have
extended our security policy to cover industrial systems, reinforcing our defenses in case of denial of service and increasing the monitoring of suspicious activities, our technologies, systems and networks and those of our business associates
may be exposed to cyberattacks and other cybersecurity incidents in the normal course of business, which could lead to disruptions in critical systems (such as our electronic flow measurement system and distributed control systems), the
unauthorized release of confidential or protected information, corruption of data or other disruptions of our business operations.
Information security risks have generally increased in recent years as a result of the proliferation of new
technologies and the increased sophistication and activities of cyber-attacks. We extended remote work environments which may be less secure and more susceptible to
hacking attacks, including phishing and social engineering attempts.
Our information technology infrastructure is critical to the efficient operation of our business and is essential to our ability to perform
day-to-day operations. Breaches in our information technology infrastructure or physical facilities, or unauthorized access or other loss of information or other disruptions, could result in damage to our assets, safety incidents, legal claims,
potential liability or the loss of contracts, damage our reputation, and could have a material adverse effect on our operations, financial position and results of operations.
During the first quarter of 2022, we were the subject of a cybersecurity attack, which had no adverse material effect on the administrative
infrastructure and resulted from operations. This meant that we strengthened security controls to limit potential similar incidents. However, there is no guarantee that we will not be subject to any cyber-attack that could adversely affect the
business and outcome of operations.
Our natural gas transportation systems and processing facilities are subject to the risk of mechanical
or electrical failures and any resulting unavailability may affect our ability to fulfill our contractual and other commitments and thus adversely affect our business, results of operations and financial condition, the value of our securities,
and our ability to meet our financial obligations.
Our natural gas transportation systems and processing facilities are at risk of mechanical or electrical failures and may experience periods of
unavailability affecting our ability to comply with our contracts with customers. Any unplanned unavailability of our natural gas transportation systems and processing facilities may adversely affect our business, results of operations and
financial condition, the value of our securities, and our ability to meet our financial obligations, as we may be subject to fines or penalties under our contracts with customers.
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Our business is subject to risks arising from natural disasters, catastrophic accidents and terrorist
attacks.
Our facilities or the third-party infrastructure that we rely on may be damaged by flooding, fires and other catastrophic disasters arising from
natural or accidental or intentional human causes. We could experience severe business disruptions, significant decreases in revenues based on lower demand as a result of catastrophic events, or significant additional costs to us not otherwise
covered by business interruption insurance clauses. There may be a significant time lag between a major accident, catastrophic event or terrorist attack and our definitive recovery from our insurance policies, which typically carry
nonrecoverable deductible amounts, and in any event are subject to caps per event. In addition, any of these events could adversely affect the demand of natural gas by some of our customers and of consumers generally in the affected market.
Some of these considerations, among others, could materially and adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
On March 7, 2025, heavy rains fell on the city of Bahía Blanca and adjacent areas, causing floods in all the urban areas and surrounding areas
(“Event”). The Event caused the overflowing of the Saladillo García stream, which flooded the Cerri Complex and consequently paralyzed liquids production and partially affected natural gas transportation service. The external electric
distribution system, as well as the electric generation and distribution facilities of the facility, were impacted. We carried out cleanup efforts and prioritized getting the plant back to full operation. Currently, the Cerri Complex is
operating under normal conditions.
We have coverage for property damage and business interruption, which is subject to the terms and conditions of insurance policies and
applicable sublimits. The property damage deductible amounts to US$1 million, while the business interruption coverage includes a 60-day waiting period for the Liquids Production and Commercialization segment.
We are subject to anti-trust, sanctions, anti-bribery and anti-money laundering laws. Failure to comply
with these laws could result in penalties, which could harm our reputation and have an adverse effect on our business.
We are subject to anti-trust, sanctions, anti-bribery and anti-money laundering laws. Although we maintain policies and processes intended to
comply with these laws, including a review of our internal control over financial reporting, we cannot ensure that these compliance policies and processes will prevent intentional, reckless or negligent acts committed by our officers or
employees. If our officers or employees fail to comply with any applicable anti-trust, anti-corruption, anti-bribery or anti-money laundering laws, they may be subject to criminal, administrative or civil penalties and other remedial measures,
which could have material adverse effects on our business, financial condition, results of operations and prospects.
On March 1st, 2018, Law No. 27,401 entered into force (“Law 27,401”). Law 27,401 modifies the Argentine Criminal Code (“ACC”) and
imposes criminal liability to private legal persons, whose corporate capital is either national or foreign, with or without state ownership. The Law 27,401 imposes criminal liability to legal persons for the following crimes: (i) local or
international bribery and influence peddling (section 258 and 258 bis of the ACC), (ii) negotiations incompatible with public office (section 265 of the ACC), (iii) extortion by public officers (section 268 of the ACC); (iv) unjust enrichment
by public officers and employees (section 268 (1) and (2) of the ACC), and (v) falsification of balance sheets and reports (section 300 bis of the ACC).
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Legal persons are liable for the abovementioned crimes when, either direct or indirectly, the entity intervened in the commission of the crime
or when someone acted in his name, interest or benefit for said purpose; even when this individual had no powers to do so, provided that the legal person ratified the act. The legal person will not be criminally liable when the entity reported
a crime set forth by the Law 27,401 as a consequence of the entity´s internal detection and investigation; the corporate implementation of a proper system of control and supervision in accordance with the Law 27,401 and prior to the facts under
investigation; and after returning the benefit obtained.
In relation to this, the Law 27,401 highlights the importance of “Integrity Programs” or “Internal Rules of Compliance” adopted by the legal
person before the commission of the crime, and hence it is important to implement this type of rules into the legal person.
In the framework of Law 27,401 on Criminal Responsibility of Legal Entities, we have implemented an Integrity Program. It should be noted that
prior to the enactment of Law 27,401, we already had a Code of Conduct and a Whistleblowing Hotline. It is also important to note that, as we are a publicly traded company, we are subject to the provisions issued by the CNV, as well as the
provisions of the General Companies Law and other regulations issued by the competent authorities in the matter. See “Item 16B.Code of Ethics.”
In addition, we are subject to economic sanctions regulations that restrict our dealings with certain sanctioned countries, individuals and
entities. In the ordinary course of business, we deal with different suppliers, contractors, vendors and counterparties that may become subject to sanctions. It is possible that existing sanctions regimes may be widened or that new sanctions
may be imposed on our counterparties, by the United States, the European Union, the United Kingdom or other jurisdictions. Although we take steps to comply with applicable laws and regulations, should these suppliers, contractors or vendors
become sanctioned or the sanctions regime with respect to these entities be widened and we no longer can rely on such suppliers, contractors or vendors, or should we fail to successfully comply with applicable sanctions, we may face negative
legal and business consequences.
There can be no assurance that our internal policies and procedures will be sufficient to prevent or detect all inappropriate practices, fraud
or violations of law by our affiliates, employees, directors, officers, partners, agents and service providers or that any such persons will not take actions in violation of our policies and procedures. Any violations by us of anti-bribery and
anti-corruption laws or sanctions regulations could have a material adverse effect on our reputation, business, financial condition, results of operations and prospects.
Our ability to operate our business may suffer if we are unable to retain our employees or attract
other skilled employees or contractors.
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 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 results
of operations.
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Climate change could adversely affect our operating results, access to capital and strategy.
There is an increased attention on greenhouse gas emissions and climate change from different sectors of society. Argentina agreed the consensus
reached in 2015 United Nations Climate Change Conference adopted by consensus the Paris Agreement. The Paris agreement sets a goal to greenhouse gas emission reduction and defined targets to limit global temperature increases. International
treaties together with increased public awareness related to climate change may result in increased regulation to reduce or mitigate greenhouse gas emissions. In addition, if we are unable to follow the pace in which society is moving toward
energy transition would adversely impact demand for our services, affecting our results of operations and financial condition.
In addition, environmental laws that may be implemented in the future could increase litigation risks and have a material adverse effect on us.
For example, in 2019, the Argentine Congress enacted Law No. 27,520 on Minimal Standards on Global Climate Change Adaptation and Mitigation, which focused on implementing policies, strategies, actions, programs and projects that can prevent,
mitigate or minimize the damages or impacts associated with climate change.
Compliance with national and local legal and regulatory changes relating to climate change may in the future increase our costs to operate and
maintain our facilities, capital expenditures to install new emission and manage any greenhouse gas emissions program may increase our operational expenses. In addition, the effects upon natural gas industry relating to climate change and the
resulting regulations and regimes promoting alternative energy resources may also lead to declining demand for natural gas, or Liquids in the long-term.
The physical effects of climate change such as, but not limited to, increases in temperature and sea levels and fluctuations in water levels
could also adversely affect our operations and supply chains.
Stakeholder groups are also putting pressure on commercial and investment banks to stop financing fossil fuel companies. According to press
reports, some financial institutions have started to limit their exposure to fossil fuel projects. Accordingly, our ability to use financing for these types of future projects may be adversely affected. These factors could have a negative
impact on the demand for our products and services and may jeopardize or even impair the implementation and operation of our business, adversely impacting our operating and financial results and limiting our growth opportunities.
Our activities are subject to social and reputational risks, including the potential for protests by
members of the local communities.
Although we are committed to maintain good relationships with local communities and to operate our business in a socially responsible manner, we
may face opposition from local communities. For example, several of our operations are carried out in the province of Neuquén, Argentina. Local communities, including indigenous communities, often demonstrate in various forms of protest. Such
as blocking roads or blocking access, which could indirectly lead to negative impact on commercial activities. Although we consider our relationship with local communities, including indigenous communities to be good, we cannot assure you that
any blockade or demands will not impact our operations. These actions could have an adverse effect on our reputation, financial condition and results of operations. Additionally, if any operational incident occurs that affects those communities
we will need to incur in additional costs and expenses in order to restore affected areas and compensate for any damages we may cause. These additional costs may have a negative impact on the profitability of the projects we may decide to
undertake.
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The failure of any financial institution in which we deposit our funds could have an adverse effect on
our financial condition.
We maintain cash deposits in Argentina and other countries, which may face instability that could affect our operations. Particularly, in
Argentina, although deposits continue to grow in nominal terms, they are mostly short-term, and medium- and long-term funding sources remain limited.
Financial institutions are highly regulated and subject to frequent regulatory changes, which could create uncertainty and impose significant
limitations on their activities. If any of the financial institutions in which we have deposited funds ultimately fails, we may lose our uninsured deposits at such financial institutions, and/or we may be required to move our accounts to
another financial institution, which could cause operational difficulties, such as delays in making payments to our partners and employees, which could have an adverse effect on our business, financial condition, results of operations and cash
flows.
Disruptions to the capital markets or the banking system may materially adversely affect the value of investments or bank deposits we currently
consider safe, liquid or that provide a reasonable return, and we may be unable to find suitable alternative investments. Additionally, exchange controls and restrictions on international transfers and capital inflows limit access to
international credit.
Risks Relating to Argentina
We are a stock corporation with limited liability (sociedad anónima) incorporated and organized under
the laws of Argentina. Our financial condition and results of operations depend to a significant extent on economic, regulatory and political conditions prevailing in Argentina, the exchange rate between the peso and the U.S. dollar and the
reference international prices of Liquids because a significant portion of our revenues (52% of our total consolidated revenues from sales for the year ended December 31, 2025), most of our capital expenditures, all of our debt obligations and
the cost of natural gas used in our Liquids business are denominated in U.S. dollars, but substantially all of our assets are located in Argentina, and our functional currency is the peso.
Argentina’s ability to obtain financing from international markets could be limited, which may impair
its ability to implement reforms and foster economic growth and, consequently, affect our business, results of our operations and growth prospects.
Argentina has a long history of macroeconomic volatility, sovereign debt restructurings, exchange controls and limited access to international
capital markets. As a result, the country has faced recurring periods during which it was effectively excluded from voluntary international financing or was able to access such markets only at considerable high costs. This structural
vulnerability has had, and may continue to have, adverse effects on economic growth, investment levels and financial stability.
Following its sovereign default in 2001, Argentina restructured its external debt in 2005 and 2010. Although a significant majority of
bondholders participated in those exchanges, litigation with holdout creditors persisted for more than a decade and materially impaired Argentina’s access to international capital markets. Subsequent administrations have faced renewed episodes
of financial stress, including debt reprofiling measures, capital controls, currency devaluations and further restructurings, reinforcing investor concerns regarding Argentina’s creditworthiness and policy continuity.
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In recent years, Argentina’s external financing has depended largely on programs with the International Monetary Fund (“IMF”) and other
multilateral institutions. These arrangements have provided critical balance‑of‑payments support and enabled Argentina to meet sovereign debt maturities; however, they are subject to strict conditionality, periodic performance reviews and
ongoing negotiations. Compliance with fiscal, monetary, exchange rate and structural reform commitments is required to unlock disbursements, and there can be no assurance that Argentina will consistently meet such conditions or that future
reviews will be completed on a timely basis.
Despite recent macroeconomic stabilization measures and policy changes implemented by the current administration, Argentina has not yet regained
sustained access to international voluntary capital markets. The country continues to face significant challenges, including low levels of international reserves, the gradual dismantling of exchange controls, inflationary pressures, and
exposure to adverse external shocks. In addition, Argentina remains subject to material legal contingencies in foreign jurisdictions, including claims arising from the nationalization of YPF S.A. (“YPF”), which could result in
significant liabilities and further constrain public finances if resolved unfavourably.
Argentina’s future fiscal situation may not be sufficient to meet its debt service obligations, and the country may be forced to rely partly on
additional financing from local and international capital markets, the IMF, or other credit organizations. Furthermore, the agreement with the IMF could be affected. All of this would lead to a worsening of Argentina’s macroeconomic situation
and negatively impact or restrict companies’ access to credit.
Argentina’s limited access to external financing may restrict the Government’s ability to implement economic reforms, sustain infrastructure
investment, stabilize the financial system or support economic growth. In periods of financial stress, the Government has historically adopted measures such as exchange controls, restrictions on dividend payments, import limitations, price
controls and changes in regulatory frameworks, particularly in strategic sectors such as energy. Similar measures could be adopted again in the future.
A deterioration in Argentina’s macroeconomic or financing conditions could negatively affect our business through multiple channels, including
reduced energy demand, delays or defaults in customer payments, increased difficulty in accessing foreign currency, constraints on our ability to finance capital expenditures, higher financing costs and reduced access to local or international
credit markets. In addition, adverse sovereign developments may increase country risk premiums, limit investor appetite for Argentine issuers and reduce the availability of long‑term financing for companies operating in Argentina.
As of the date of this Annual Report, it is not possible to predict the impact that the measures relating to Argentina’s debt restructuring nor
any future economic plan that the Government may implement will have on the Argentine economy. Furthermore, the long-term impact of these measures and any measures future of the current administration in the Argentine economy remains uncertain.
Argentina’s fiscal situation could limit Argentina’s access to the capital market and adversely affect
the Argentine economy.
In recent years, the government has substantially increased public spending. In this sense, the Argentine Government adopted several measures to
finance this public expenditure and finance the fiscal deficit that they generated, including, among others, the use of the resources of the BCRA and the National Social Security Administration (Administración
Nacional de la Seguridad Social) (“ANSES”), and has used the issuance of money as a tool to raise funds. Argentina has a high level of indebtedness, which has been growing in recent years as a result of the increase in the
fiscal deficit and the lack of capacity of Argentina to obtain international financing.
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In recent years, however, the fiscal position of the national public sector has improved significantly. For the second consecutive year and
following more than a decade of financial deficits, in 2025, the national public sector recorded a financial surplus. The surplus amounted to Ps. 1,453,819 million (approximately 0.2% of the GDP), resulting from a primary surplus of Ps.
11,769,219 million (approximately 1.4% of the GDP). Similarly, in 2024 Argentina achieved both a primary and financial surplus for the first time in approximately 14 years, driven primarily by a sharp reduction in public spending.
These results were achieved through the implementation of a fiscal consolidation program under the current administration, which included
significant cuts in primary expenditures, reductions in subsidies (including energy and transportation subsidies), a freeze or reduction in public works spending, the elimination of discretionary transfers to provinces, initiatives to promote
private participation in infrastructure projects, and the downsizing of government ministries and administrative structures pursuant to Decree No. 8/2023.
Despite these improvements, the sustainability of the current fiscal position remains uncertain. Future fiscal performance could deteriorate due
to a variety of factors, including increased social security expenditures, financial assistance to provinces facing fiscal stress, renewed spending on public works, or higher subsidies in the energy and transportation sectors.
The impact of these and other measures on the future economic and political scenario is uncertain. We cannot predict what effect they will have
on our business, financial situation or results of operations.
The application of new measures in the future could also have negative effects. In addition, the federal government’s primary fiscal balance
could be adversely affected if public spending increases faster than income in the future. On the other hand, weaker fiscal results than expected in Argentina could have a material adverse effect on the economy of this country.
The Government’s ability to access the long-term financial markets to finance such deficit is limited given the high levels of public sector
indebtedness. The inability to access the capital markets to fund its deficit or the use of other sources of financing may have a negative impact on the economy and could limit the access to such capital markets for Argentine companies, which
could adversely affect our business, financial condition and results of operations.
Certain risks are inherent in any investment in a company operating in an emerging market such as
Argentina.
Argentina is an emerging market economy and investing in emerging markets generally carries risks. According
to a statement from MSCI Inc., Argentina was considered an emerging market until June 2021, when it was reclassified as stand-alone market. According to MSCI index countries classified as stand-alone markets are those that are currently
partially or fully closed to foreign investors, where stock lending and short selling are activities that are either not developed or completely prohibited, with small capital markets and political tensions.
Risks include political, social and economic instability that may affect Argentina’s economic results, which can stem from many factors. In
general, Argentine economic conditions are dependent on a variety of factors, including, but not limited to, the following: (i) domestic production, international demand and prices for Argentina’s principal export commodities, (ii) the
competitiveness and efficiency of domestic industries and services, (iii) the stability and competitiveness of the peso against foreign currencies and exchange controls, (iv) high interest and inflation rates, (v) Argentina’s fiscal and trade
deficits, (vi) Argentina’s public debt level, (vii) foreign and domestic investment and financing, (viii) governmental policies and the legal and regulatory environment, including import and export contracts and tax provisions, (ix) consumption
levels, (x) wage and price controls and (xi) political uncertainty and social unrest.
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Government policies and regulation—which at times have been implemented through informal measures and have been subject to radical shifts—that
have had a significant impact on the Argentine economy in the past have included, among others: (i) monetary policy, including exchange controls, capital controls, high interest rates and a variety of measures to curb inflation; (ii)
restrictions on exports and imports; (iii) price controls; (iv) mandatory wage increases and prohibition of dismissals; (v) taxation; and (vi) government intervention in the private sector.
Any of these factors, as well as volatility in the capital markets, may adversely affect our business, results of operations, financial
condition, the value of our securities and our ability to meet our financial obligations.
Economic volatility in Argentina has adversely affected and may continue to adversely affect our
business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations depend
to a significant degree on macroeconomic, political, regulatory, and social conditions in Argentina. Over recent decades, the Argentine economy has experienced significant volatility, characterized by periods of low or negative growth, high and
variable levels of inflation and interest rates and currency devaluation.
As a result, our business and operations have been, and may continue to be, adversely affected by economic and political developments and other
material events impacting Argentina including inflation, price controls, fluctuations in foreign currency exchange rates and interest rates, currency devaluation, change in government policies relating to tariffs, public spending and
investment, increased regulatory intervention, as well as international conflicts, social unrest and public security concerns.
The Argentine peso has experienced significant volatility in recent years. According to information published by Banco Nación, the peso
depreciated against the U.S. dollar in approximately 22.1% in 2021 and 72.5% in 2022. Although the exchange rate remained relatively lagged for most of 2023, following the change in administration on December 10, 2023, the Government
implemented a sharp exchange rate correction and introduced a crawling peg regime with a monthly adjustment of approximately 2%. As a result, the peso depreciated by 356.3% during 2023, reaching Ps. 805.45 per U.S. dollar as of December 31,
2023. As of December 31, 2024 and December 31, 2025, the peso depreciated approximately 27.7% and 41%, respectively, against the U.S. dollar.
Sharp currency devaluations have historically had a significant adverse impact on the Argentine economy, contributing to high inflation, erosion
of real wages and increased challenges for companies with peso‑denominated revenues and foreign currency obligations. Similar effects could materialize in the future if the Government were to implement further abrupt devaluations or introduce
multiple exchange rate regimes.
In response to exchange rate volatility, since 2019 the Argentine Government has adopted measures to restrict access to the foreign exchange
market, including requirements for prior approval by the BCRA to purchase foreign currency, limitations on the holding of foreign currency in cash, restrictions on dividend remittances abroad and the imposition of additional taxes on certain
foreign currency transactions. Additionally, the Government implemented a new tax at a rate of 30% on certain transactions involving the acquisition of foreign currency. For additional information see “Item 10.
Additional Information—D. Exchange Controls.”
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The Government’s ability to stabilize the foreign exchange market and sustain economic growth remains uncertainty. Continued depreciation of the
peso, persistent exchange controls or a further deterioration in foreign currency reserves could have a material adverse effect on Argentina’s economy and, consequently, on our business, results of operations and financial condition.
In addition, this rapid devaluation has confronted inflationary pressures, evidenced by significantly higher fuel and food prices, among other
indicators. Inflation in Argentina has contributed to a material increase in our operating costs, in particular labor costs, and negatively affected our business, results of operations and financial condition, the value of our securities, and
our ability to meet our financial obligations. There can be no assurance that inflation rates will not escalate in the future, and the effects of measures adopted or that may be adopted in the future by the Government to control inflation are
uncertain. See “—Government intervention in the Argentine economy could adversely affect our business, results of operations, financial condition, the value of our securities, and our ability to meet our
financial obligations” and “—High levels of inflation could negatively affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our
financial obligations.
As of December 31, 2025, net international reserves, as calculated under the methodology used by the BCRA, amounted to approximately US$2.9
billion, compared to gross international reserves of approximately US$41.1 billion. High levels of inflation could negatively affect our business, results of operations and financial condition, the value of our securities, and our ability to
meet our financial obligations.
Argentina’s economy remains vulnerable, as reflected by the following economic conditions:
• persistently high inflation;
• volatility in real GDP growth;
• high public debt levels;
• fiscal and trade imbalances;
• high unemployment and informal employment;
• exchange rate volatility and uncertainty regarding exchange controls;
• limited access to domestic and international capital markets;
• reduced availability of long‑term credit to the private sector;
• fluctuations in international commodity prices, including oil;
• adverse weather conditions affecting agricultural exports;
• the impact of restrictive monetary policies in the United States;
• declines in sovereign bond prices and investor confidence; and
• political, social and economic events, whether in or outside Argentina.
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A decline in international demand for Argentine products, a lack of stability and competitiveness of the peso against other currencies, a
decline in confidence among consumers and foreign and domestic investors, a high rate of inflation and future political uncertainties, among other factors, may affect the development of the Argentine economy which could lead to reduced
aggregate demand and adversely affect our business, financial condition and results of operations.
As of the date of this Annual Report, the impact of the policies and measures adopted by the Government on the Argentine economy as a whole
cannot be predicted. Also, we cannot predict the full future impact that changes in the application of the tax indexation procedure and related adjustments will have on our financial statements, or the effects on our effective tax rate or on
our business, results of operations and financial condition. The factors described above, among other factors, may materially and adversely affect the development of the Argentine economy, which could adversely affect our business, financial
condition and results of operations.
Political instability in Argentina may adversely affect the Argentine economy.
Argentina’s political and social environment has historically influenced the performance of the country’s economy. Political and social crises
have affected and continue to affect the confidence of investors and the public, which has historically resulted in economic deceleration and heightened volatility in securities with underlying Argentine risk. Argentina’s political environment
is characterized by frequent electoral cycles, shifting legislative majorities and a high degree of social polarization, which can affect the continuity, implementation and sustainability of economic policies.
While the current administration has advanced a broad economic reform agenda since taking office in December 2023, including fiscal
consolidation, deregulation and changes to the foreign exchange and monetary frameworks, the political environment remains complex. Legislative elections held in October 2025 strengthened the governing coalition’s position in Congress,
improving its ability to advance parts of its agenda. However, the ruling party does not hold an absolute majority, and the passage of structural reforms continues to depend on negotiations with opposition and regional blocs.
In this context, during extraordinary congressional sessions held between December 2025 and February 2026, the newly constituted Congress
approved a package of significant legislative measures aligned with the current administration’s policy agenda. These measures included the approval of the 2026 National Budget, focused on maintaining a strict fiscal surplus, a labor
modernization law aimed at reforming Argentina’s employment framework, amendments to the Glacier Protection Law intended to facilitate productive and mining investments, a reform to the juvenile criminal regime lowering the age of criminal
responsibility, and the congressional ratification of the international trade agreement between Mercosur and the European Union. While these legislative developments signal increased governing capacity and policy momentum, their implementation,
social acceptance and long‑term stability remain subject to political negotiation, judicial review, regulatory enforcement and potential opposition, and may give rise to social tensions or legal challenges.
Argentina’s political landscape remains highly polarized, with persistent social tensions, labor disputes and opposition from groups affected by
fiscal adjustment measures and structural reforms. Episodes of social unrest, protests or political confrontation could weaken public support for the reform program, delay or limit the implementation of policies, or result in modifications or
reversals of measures already adopted.
Financial markets in Argentina remain sensitive to political developments. Past electoral outcomes and political events have triggered abrupt
movements in exchange rates, sovereign bond prices and country risk indicators. Although macroeconomic stabilization efforts have reduced some sources of volatility, investor confidence remains fragile and highly dependent on the Government’s
ability to sustain political support, comply with international agreements and maintain policy consistency.
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We cannot guarantee that future economic, social and political developments in Argentina, over which we have no control, will not harm our
business, the results of operations and financial situation, the value of our tradable securities and/or our ability to meet our financial obligations.
The impact of the economic measures adopted or to be adopted by the Government may affect the Argentine’s economy.
Argentina has a long history of abrupt and far‑reaching changes in economic policy, often implemented in response to macroeconomic crises. As a
result, companies operating in Argentina are exposed to a regulatory and economic environment characterized by volatility, frequent policy shifts and uncertainty regarding the continuity and enforcement of government measures.
General elections were held in Argentina on October 22, 2023, which resulted in a new conformation of the Congress as from December 10, 2023
(with the president-elect’s party in the minority). A run-off election was held on November 19, 2023, through which the opposition candidate for La Libertad Avanza party, Javier Milei, was elected
president. After taking office, the current administration launched a package of emergency measures aimed at relaxing controls and deregulating the economy, with the main objective of reducing the fiscal deficit. The impact of such policies,
the foreign exchange market and the national economy is uncertain, and we cannot assure the impact the economy, the regulatory framework, the social situation and the political environment will have on our financial condition and results of
operations.
On December 12, 2023, the Minister of Economy Luis Caputo announced a series of economic measures with a focus on the revision of fiscal,
exchange and monetary policy in which, among other issues: (i) a strong cut in public spending is shown together with an increase in certain taxes, (ii) the price of the U.S. dollar was raised with respect to the Argentine peso from Ps./US$350
to Ps./US$800 and a monthly crawling peg of 2%, (iii) reduction of subsidies to energy and transportation sectors and (iv) limitation of monetary issuance and modification of the Treasury financing program in order to clean up the BCRA’s
liabilities.
On December 21, 2023, Decree of Necessity and Urgency No. 70/2023 “Bases for the Reconstruction of the Argentine Economy” was published in the
Official Gazette, which declared a public emergency in economic, financial, fiscal, administrative, social security, tariff, health and social matters until December 31, 2025. The public emergency was extended until December 31, 2026 by Decree
No. 942/2025, which introduced a broad deregulation agenda, repealing or amending numerous laws related to state intervention in the economy, price controls, trade regulation, public procurement, and sector‑specific regimes. This decree also
modified provisions of the Civil and Commercial Code, the Customs Code and other regulatory frameworks, with the stated objective of liberalizing trade, services and industry and promoting Argentina’s integration into global markets.
Decree No. 70/2023 further introduced significant changes to the labor framework, amending the Labor Contract Law No. 20,744, collective
bargaining rules, union regulations and other employment regimes. These changes sought to increase flexibility in labor relations, redefine the scope of employment presumptions, expand the probationary period, introduce new contractual figures
(including independent workers with collaborators), and reduce penalties and liabilities associated with employment registration.
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On December 27, 2023, the National Executive Power submitted for consideration of the National Congress the “Foundations and Starting Points Law
for the Argentines’ Freedom” (“Foundations Law”). This law proposes a strong deregulation of the economy by proposing amendments and repeals of regulations in the following fields: (i) organization of the public administration; (ii)
administrative procedure and regulatory quality; (iii) resolution of disputes with the State; (iv) insurance regime; (v) regime applicable to commercial companies; (vi) regime of financial administration of the State; (vii) comprehensive tax
reform and establishment of a regime of exceptional regularization of tax, customs and social security obligations; (viii) agricultural, energy and tourism sectors, among other activities and industries; (ix) regime of obligations and contracts
aimed at strengthening the autonomy of the will of the parties; (x) defense of competition; (xi) intellectual property; and (xii) promotion and incentives for large investments.
After six months of debate by the National Congress, on June 28, 2024, the Chamber of Deputies sanctioned the definitive text of the Foundations
Law, which had previously obtained half sanction from the Senate. Among other issues, the Foundations Law includes:
• Declaration of public emergency in administrative, economic, financial and energy matters for a period of one year.
• Changes in the calculation of income tax for individuals, in the monotax regime, personal property and money laundering.
• Total or partial privatization of certain companies and companies wholly or majority owned by the national state is authorized.
• An Incentive Regime for Large Investments (Régimen de Incentivo a las Grandes Inversiones) (“RIGI”) for projects involving investments equal to or greater than US$200 million.
• The creation of a proportional retirement benefit for those who, reaching retirement age, do not reach the years of necessary pension contributions.
• A labor reform and the retirement regime.
• The amendment to the Natural Gas Act in order to, among other things, allow the extension of a license for an additional period of 20 years (as opposed to the 10 years originally established extension).
In April 2025, the Government announced a new phase of its macroeconomic program, including a significant overhaul of the foreign exchange
regime. These measures established a managed floating exchange rate within a band, eliminated or relaxed several foreign exchange restrictions, authorized the payment of dividends to foreign shareholders for profits generated as from fiscal
years beginning in 2025, modified import and service payment rules, and reinforced a monetary framework under which the BCRA committed not to finance fiscal deficits or remunerate monetary liabilities through issuance.
While these reforms have introduced significant changes to Argentina’s legal and economic framework, their scope, pace and reliance on emergency
powers create material uncertainty. The effectiveness and durability of these measures depend on continued political support, regulatory implementation, judicial interpretation and social acceptance. In addition, Argentina’s history
demonstrates that economic policies, regulatory regimes and labor frameworks may be modified or reversed following political or economic shocks, changes in government, or judicial decisions.
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As of the date of this Annual Report, it is not possible to foresee the impact that the measures adopted and those that may be adopted in the
future will have on the financial situation and results of the Company’s operations and on the economic situation of Argentina.
In addition, despite signs of improvement, the new administration will still need to face macroeconomic challenges such as reducing inflation,
maintaining the fiscal and trade surplus, and increasing the central bank’s reserves, as well as dealing with the evolution of the exchange rate, the payment of public debt, among other issues. It is difficult to predict the impact that the
measures adopted or to be adopted in the future may have on the Argentine economy, the political and social situation and their impact on our financial condition and results of operations.
High levels of inflation could negatively affect our business, results of operations and financial
condition, the value of our securities, and our ability to meet our financial obligations.
Pursuant to Argentine law, the INDEC is the only institution in Argentina entitled to publish official nationwide statistics. In addition,
inflation has undermined the Argentine economy and the Government’s ability to stimulate economic growth. In the past, there have been concerns regarding the accuracy of the INDEC statistics. In 2007, the INDEC changed the way it calculated
inflation statistics such as CPI and WPI.
In the past, due to the lack of accuracy of the INDEC statistics, the IMF executive board issued a declaration of censure against Argentina in
connection with Argentina’s breach of its obligations to provide information to the IMF under the Articles of Agreement and called on Argentina to adopt remedial measures to address the inaccuracy of inflation and GDP data without further
delay. The uncertainty relating to the inaccuracy of the economic indexes and rates may lead to a lack of confidence in the Argentine economy and may, in turn, limit our ability to access credit and capital markets, which could adversely affect
our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
High inflation rates affect Argentina’s foreign competitiveness and social and economic inequality, negatively impact employment, consumption
and the level of economic activity, and undermine confidence in Argentina’s banking system, which could further limit the availability of and access by local companies to domestic and international credit. Inflation rates could escalate in the
future, and there is uncertainty regarding the effects that the Government’s measures to control inflation may have. Increased inflation could adversely affect the Argentine economy, which in turn may have an adverse effect on our business,
financial condition and results of operations.
Historically, high and volatile inflation has significantly undermined Argentina’s economy and limited the Government’s ability to foster
conditions for sustained and stable growth. Inflationary pressures have adversely affected purchasing power, investment decisions, cost structures and access to long‑term financing. Although inflation has moderated in recent periods, it remains
elevated by international standards, particularly in categories such as fuel, energy, transportation and food.
Following a prolonged period of accelerating inflation, the Government adopted a new macroeconomic stabilization program after President Javier
Milei took office in December 2023. According to data published by the INDEC, the CPI increased by 211.4% during 2023. Subsequently, a marked deceleration in monthly inflation rates was observed in 2024 and 2025.
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Based on INDEC data, monthly CPI variations during 2024 declined progressively over the year, and inflation accumulated 117.8% for the year
ended December 31, 2024. During 2025, inflation continued to decelerate, with monthly CPI increases ranging generally between 1.5% and 3.7%, and the CPI increased by approximately 31.5% for the year ended December 31, 2025, representing the
lowest annual inflation rate in several years.
We cannot assure that inflation rates will decrease in the future or that any that may be taken by President Javier Milei’s administration to
control inflation will be effective or successful. High inflation rates continue to be a challenge in Argentina. Significant increases in inflation rates could have a material adverse effect on Argentina’s economy and, in turn, could increase
our operating costs, labor costs particularly, and could adversely affect our business, financial condition and results of operations.
As discussed elsewhere in this Annual Report, given that Argentina’s economy has been considered as hyperinflationary, since July 1, 2018, we
have applied IAS 29 in our Financial Statements, which requires that the financial statements of an entity whose functional currency is that of a hyperinflationary economy, regardless of whether they are based on the historical cost method or
the current cost method, be expressed in terms of the current unit of measurement at the reporting date of the reporting period. See “Presentation of Financial and Other Information—Financial Statements and
Basis of Preparation.”
Because Natural Gas Transportation business segment sales represented 48% of our total revenues during the year ended December 31, 2025, and are
denominated in pesos, any further increase in the rate of inflation not accompanied by a parallel increase in our tariffs would decrease our revenues in real terms and adversely affect our results of operations. Further, as a consequence of the
application of IAS 29, maintaining monetary assets generates loss of purchasing power; provided that such items are not subject to an adjustment mechanism that compensates to some extent such loss. This
loss is booked in the statement of comprehensive income.
Restrictions on transfers of foreign currency and the repatriation of capital from Argentina may impair
our ability to pay dividends or imports and investors may face restrictions on their ability collect capital and interest payments in connection with corporate bonds issued by Argentine companies.
Without prejudice to the statements of the current president of Argentina, Javier Milei, regarding the elimination of restrictions on access to
the exchange market, considering the current context of destabilization affecting Argentina, greater restrictions on access to the exchange market could be imposed in response to an outflow of capital or a significant devaluation of the peso.
The Argentine government and the BCRA have implemented certain measures that control and restrict the ability of companies and individuals to
access to the foreign exchange market. Those measures include certain restrictions, such as: (i) the payment of imports and other purchases of goods abroad, (ii) the purchase of foreign currency by residents with specific application, (iii) the
payment of profits and dividends, (iv) the payment of capital and interest on financial indebtedness, among others.
In this context, Argentine companies cannot save in dollars, and although it is possible to access the foreign exchange market for the payment
of financial debt, such access is granted very close to the due date, and advance payments are not possible. Furthermore, access to the foreign exchange market for the payment of dividends is also restricted.
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Historically, Argentina has maintained foreign exchange controls which resulted in the coexistence of multiple exchange rates. As a consequence,
the gap between the official exchange rate used for certain commercial and financial transactions and alternative exchange rates arising from capital market operations (such as the “MEP” or “contado con
liquidación” rates) has at times widened significantly. During 2023, this gap exceeded 100%, reflecting severe distortions in the foreign exchange market. Following the sharp adjustment of the official exchange rate implemented in
December 2023, the exchange rate gap narrowed substantially and was reduced to low double‑digit levels by the end of 2025.
Argentina’s foreign exchange regime has historically been subject to frequent changes. The Government may maintain a single official exchange
rate, introduce multiple exchange rates for different types of transactions, or significantly modify the applicable exchange rate. Any such changes could substantially affect the exchange rate at which we are required to purchase foreign
currency to service our foreign currency‑denominated indebtedness. In addition, the imposition of new exchange controls, capital restrictions or other measures in response to capital outflows or exchange rate volatility could adversely affect
public finances and economic activity, which in turn could negatively impact our results of operations and financial condition. For additional information see “Item 10. Additional Information—D. Exchange
Controls.”
As of the date of this Annual Report, the restrictions outlined above remain in place. Such measures may negatively affect Argentina’s
international competitiveness, discouraging 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. Any restrictions on transferring funds abroad imposed by the Government could undermine our ability to pay dividends on our ADSs in U.S. dollars. Furthermore, these measures may cause delays or
impose restrictions on the ability to collect payments of capital and interest on bonds issued by us. The challenge will be to achieve acceptance by creditors, in accordance with the BCRA regulations mentioned above, especially when it has
highly diversified and retail creditors.
Fluctuations in the value of the Peso may also adversely affect the Argentine economy, our financial
condition and results of operations.
Since January 2002, the peso has fluctuated significantly in value and generally depreciated against the U.S. dollar, with adverse consequences
to our business. A substantial increase in the value of the peso against the U.S. dollar could also present risks for the Argentine economy, since it may lead to a deterioration of the country’s current account balance and the balance of
payments. The devaluation has also had a negative impact on companies and affected the Government’s ability to meet its financial obligations. It has also led to an increase in prices and a decline in real wages. The devaluation of the
Argentine peso also has negative consequences for the Argentine economy, reducing economic activity, employment, and public sector revenues.
Additionally, the value of the peso affects BCRA’s reserves. During 2024, these reserves remained under pressure despite measures implemented to
accelerate the inflow of foreign currency. As of December 31, 2025, net reserves reached US$41,167 billion, up from US$29,640 billion in December 2024.
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Over several years, the value of the Argentine peso has experienced significant fluctuations against the U.S. dollar, depreciating by more than
100% in 2018. In 2023, 2024, and 2025, the Argentine peso depreciated by 356.3%, 27.7% and 41.0%, respectively.
In 2025, the Argentine peso continued to depreciate against the U.S. dollar and other major foreign currencies. According to the Banco Nacion’s
selling exchange rate, the Argentine peso reached Ps. 1,455 to December 31, 2025, presenting a variation of 41% with respect to 2024. This is a consequence of the exchange rate policy where the Government defined a stable devaluation path of 2%
per month against the U.S. dollar. Starting in February 2025, and in line with the reduction in inflation, this path was adjusted to 1%.
As of December 31, 2025, the total amount of principal and accrued but unpaid interest under our consolidated U.S. dollar-denominated
indebtedness was US$1,172.2 million.
We cannot predict the future exchange rate between peso and the U.S. dollar, or how any fluctuation may affect our operational costs denominated
in U.S. dollars. Also, we cannot predict success of future Government measures and the impact of them in the exchange rate or the BCRA reserves.
Further depreciation of the peso against the U.S. dollar would likely result in a material adverse effect on our business because of our
exposure to financial debt in U.S. dollars. In addition, future devaluations could result in higher inflation, reduce real wages and adversely affect the Government’s ability to honor its foreign debt obligations. The depreciation of the Peso
can also negatively impact businesses whose success is dependent on domestic market demand and adversely affect the Government’s ability to honor its foreign debt obligations.
A substantial increase in the exchange rate of the Peso against foreign currencies of the Peso against the U.S. dollar also represents risks for
the Argentine economy since it may lead to a deterioration of the country’s current account balance and the balance of payments which may have a negative effect on GDP growth and employment, and reduce the revenue of the Argentine public sector
by reducing tax revenue in real terms, due to its current heavy dependence on export taxes.
The impossibility of addressing the actual and potential risks of institutional deterioration and
corruption, the economy and the financial situation of Argentina has been affected negatively and could continue to be.
Argentina is ranked 104 out of 182 in Transparency International’s 2025 Corruption Perceptions Index. The lack of a solid and transparent
institutional framework for contracts with the Government and its agencies and accusations of corruption have affected and could affect negatively to Argentina.
Likewise, at the date hereof, other ongoing investigations into complaints of money laundering and corruption are underway.
Recognizing that the failure to address these issues could increase the risk of political instability, distort decision making processes and
adversely affect Argentina’s international reputation and ability to attract foreign investment, on November 8, 2017, Congress passed Law 27,401 which establishes the criminal liability of legal persons and regulates integrity programs for a
precise number of cases of corruption. The law holds legal persons responsible for the crimes of bribery and influence peddling, national and transnational, negotiations incompatible with the exercise of public functions, concussion, illicit
enrichment of officials and employees and aggravated false reports and balances, in order to hide bribery and influence peddling, national and transnational.
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Law 27,401 assigns a decisive importance to integrity programs as an element of weighting the liability of legal persons in acts of corruption.
Thus, an appropriate Integrity Program can: i) exempt from criminal liability, if a spontaneous self-complaint is made jointly and the benefit obtained is returned, ii) mitigate the eventual sanction, iii) be a condition for an effective
collaboration agreement, and iv) be an enabling requirement for the offeror in certain contracts with the Government.
In this context, the Anti-Corruption Office, through Resolution No. 27/2018, established the integrity guidelines for the best compliance with
the Integrity Program established in Law 27,401.
We have an Integrity Program that has not been questioned by the implementing authorities and that follows the guidelines described in
Resolution No. 27/2018; as well as the provisions of Law 27,401.
There can be no assurance that the implementation of these measures by Argentina will be successful or even sufficient in strengthening
Argentina’s institutions, enhancing the integrity of public officials, stopping institutional deterioration and preventing corruption. We cannot control or predict whether such investigations or allegations will lead to further political or
economic instability or whether new allegations against government officials, members of the Argentine Congress, judges or owners or officers of other companies will arise, nor can we predict the outcome of any such allegations and their effect
on the Argentine economy, which may be adverse.
Government intervention in the Argentine economy could adversely affect our business, results of
operations, financial condition, the value of our securities, and our ability to meet our financial obligations.
Argentina has historically been characterized by a high degree of government intervention in the economy. Public utility and infrastructure
companies in particular, have operated within complex, highly regulated and frequently changed frameworks. As a result, our business and operations have been, are and may continue to be affected by the Government through new or amended laws and
regulations.
Historically, governmental intervention in Argentina has included nationalizations and expropriations, the imposition of price and exchange
controls, restrictions on imports and exports, limitations on dividend payments, tax increases, retroactive tax claims, changes in the interpretation or application of tax laws, renegotiation or revocation of licenses, cancellation or
modification of contractual rights, and delays or denials of governmental approvals.
Among other examples, in 2008, the Government absorbed and replaced the former private pension system with a public “pay as you go” pension
system. As a result, all resources administered by the private pension funds, including significant equity interests in a wide range of listed companies, were transferred to a separate fund (Fondo de Garantía
de Sustentabilidad or “FGS”) to be managed by the ANSES. ANSES is entitled to designate government representatives to the boards of directors of these companies. The nationalization of Argentina’s pension and retirement
system was a significant change in the Government’s approach to the main public companies. FGS currently holds 25.33% of our outstanding capital stock and has two representatives on our Board of Directors. Law No. 27,574 regulates the role of
the FGS’ representatives in companies in which it has a stake, providing that the FGS will dictate the necessary rules in order to regulate their appointment, function, responsibility, performance and remuneration. Law No. 27,574 has been
regulated by Decree No. 1041/2020 and ANSES Resolution No. 57/2021. For additional information regarding rules and regulations that govern our relationship with FGS, see “Item 7. Major Shareholders and Related
Party Transactions.”
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More recently, the current administration has pursued a broad deregulation agenda aimed at reducing state intervention, liberalizing trade and
prices, and restoring market‑based incentives. These policies include a gradual elimination of price controls, substantial reduction of energy and transportation subsidies, and a process of tariff recomposition in the gas and electricity
sectors. Between 2024 and 2025, utility tariffs were significantly adjusted to reflect costs more accurately, undoing years of price freezes and subsidies.
In line with these reforms, in July 2025 the Government restructured the regulatory framework of the energy sector by dissolving ENARGAS and the
Ente Nacional Regulador de la Electricidad (“ENRE”) and creating a single unified regulator with broad supervisory and sanctioning powers, pursuant to decrees issued under the authority granted by
Law No. 27,742. This reform aims to simplify regulation and promote competition and underscores the Government’s capacty to alter regulatory structures through executive action.
Despite the current orientation toward deregulation, Argentina’s economic and regulatory framework remains subject to significant uncertainty.
The Government has broad discretionary powers, many of which are exercised through emergency legislation and delegated authority. Future political, social and/or economic developments could result in renewed government intervention, the
reintroduction of controls, changes to tariff regimes, modifications to concession frameworks or other measures that could adversely affect our business.
As of the date of this Annual Report, we cannot predict the results or impact of measures on the hydrocarbons development in Argentina. We are
also unable to predict whether the Government will take any additional measures that may negatively affect Argentina’s hydrocarbons market.
Argentina is an emerging market economy that is highly sensitive to local political developments that have had an adverse impact on the level of
investment in Argentina and the access of Argentine companies to international capital markets. Future developments may adversely affect Argentina’s economy and, in turn, our business, results of operations, financial condition, the value of
our securities and our ability to meet our financial obligations.
We cannot provide any assurance that we will be able to access foreign exchange markets or that these measures will not cause fluctuations in
the value of the peso. The setting of certain exchange controls and other future economic, social and political developments in Argentina, over which we have no control, may adversely affect our business, results of operations, financial
condition, the value of our securities and our ability to meet our financial obligations. For additional information on developments relating to exchange controls, see “Item 10. Additional Information—D.
Exchange Controls.”
Argentina’s economy may be adversely affected by economic developments in other markets, which could
have a material adverse effect on Argentina’s economic growth.
Argentina’s economy is vulnerable to external shocks that may be caused by adverse developments affecting its principal trading partners and
emerging markets. A significant decline in the economic growth of any of Argentina’s major trading partners (including Brazil, the European Union, the United States and China) could have a material adverse impact on Argentina’s trade balance
and, therefore, adversely affect Argentina’s economic growth. Economic slowdowns have led to declines in Argentine exports in the last few years. Specifically, fluctuations in the price of the commodities sold by Argentina and a significant
revaluation of the peso against the U.S. dollar could harm Argentina’s competitiveness and affect its exports.
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The economy in Brazil, one of the main import and export markets for Argentina, has experienced rising negative pressure because of political
uncertainty, putting pressure on the products that Argentina exports to Brazil and its competitiveness. Argentine foreign trade is highly dependent on the Brazilian economy. Consequently, a poor performance of Brazil’s economy could lead to a
deterioration of Argentina’s trade balance. Brazil is scheduled to hold presidential elections in October 2026. Additional Brazilian political and economic crises could negatively affect the Argentine economy.
Financial and securities markets in Argentina are also influenced by economic and market conditions in other markets worldwide. The monetary
policy of the United States has significant effects on capital inflows and asset price movements in emerging market economies. Increases in U.S. interest rates may result in the appreciation of the U.S. dollar and decreases in prices for raw
materials, which can adversely affect commodity-dependent emerging economies.
Additionally, a slowing of China’s GDP growth has led to a reduction in exports to China, which in turn has caused oversupply and price declines
in certain commodities. Decreases in exports have a material adverse effect on Argentina’s public finances due to a loss of taxes on exports, causing an imbalance in Argentina’s exchange market.
Since 2023, the world has faced a range of macro challenges including the war in Ukraine, military conflicts in the Middle East, inflationary
pressures and risk of global recession. The U.S. Federal Reserve increasing its target reference rate to relieve inflationary pressure has had a negative impact in the cost of credit for emerging markets.
Also, important banking entities suffered liquidity problems, giving rise to uncertainty in the global economy. This initially materialized in
the United States with the collapse of Silicon Valley Bank, which the U.S. government decided not to rescue. This instability had its contagion in Europe when the shares of Credit Suisse plummeted by up to 30% and the Swiss National Bank was
affected. Deutsche Bank then suffered a massive sell-off of its shares, which led to further concern at the European Central Bank.
On January 2025, President Donald Trump took office. Actions taken by the new administration in its first few months have raised doubts
regarding international trade, including the possibility of renegotiation of trade agreements, implementing a stricter tariff policy and the escalation of protectionist trade policies. Furthermore, on April 2, 2025, President Trump announced
that the United States would impose a 10% tariff on all countries, effective on April 5, 2025, and an individualized reciprocal higher tariff on countries with which the United States has the largest trade deficits. While certain energy
products have been exempted, the effect on global economic growth and trade of these measures remains uncertain, and could disrupt global trade flows, and increase operational costs for companies reliant on international supply chains. While
President Trump has further announced a moratorium on the application of certain tariffs, the tariffs are still expected to come into effect after the extension period elapses. We cannot assure that the implementation of the tariff policy as
currently enacted or any changes to such tariff policy pursued by the United States’ current administration will not have an adverse effect on the global economy and in our financial condition and results of operations.
We are subject to import regulations, supply chain dependencies, and cross-border energy trade policies that could be affected by the U.S.
government actions. Any tariff increases, trade restrictions, or enforcement measures targeting the energy sector could increase costs, limit access to critical infrastructure and materials, and disrupt operational continuity.
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On October 20, 2025, the U.S. Department of the Treasury agreed with the BCRA on a foreign exchange swap line for up to US$20 billion aimed at
strengthening the Argentina’s international reserves position and contributing to macroeconomic stability. The U.S. Treasury also intervened directly in the local Foreign Exchange Market through the purchase of pesos, as part of a strategic
support for Argentina’s economic policy.
On February 5, 2026, the Office of the United States Trade Representative published agreement between the U.S. and Argentina to ease
restrictions on each other’s goods. The agreement would need to go through the Argentine Congress.
Also, President Trump announced measures related to defense and energy emergency, particularly the increase in oil production, which could have
an impact on the price.
Although economic conditions vary from country to country, investors’ perceptions of events occurring in other countries have in the past
substantially affected, and may continue to substantially affect, capital flows into and investments in securities from issuers in other countries, including Argentina. International investors’ reactions to events occurring in one market
sometimes demonstrate a “contagion” effect, in 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 countries,
which in turn may have an adverse effect on our financial condition and results of operations.
Certain economic policies of the former government administration in Argentina, including foreign exchange restrictions, led in the past to a
reduction in exports and foreign direct investments, to a decline in national tax revenues and to an inability to access international capital markets. 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 the government in the future or by events in the economies of developed countries or in other emerging markets. A slowdown in economic activity in Argentina would adversely affect our
business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Argentina’s past default and litigation with holdout bondholders may limit our ability to access
international markets.
Argentina’s history of defaults on its external debt and the protracted litigation with holdout creditors, summarized below, may reoccur in the
future and prevent Argentine companies such as us from accessing the international capital markets readily or may result in higher costs and more onerous terms for such financing, and may therefore negatively affect our business, results of
operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Following the default on its external debt in 2001, Argentina sought to restructure its outstanding debt by offering holders of the defaulted
bonds two opportunities to exchange them for newly issued debt securities, in 2005 and again in 2010. Holders of approximately 93% of Argentina’s defaulted debt participated in the exchanges. Nonetheless, a number of bondholders held out from
the exchange offers and pursued legal actions against Argentina in the courts of the United States and several other countries.
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However, even though Argentina has successfully accessed the international capital markets since the settlement, there continues to be a risk
that the country will not attract the foreign direct investment and financing needed to restart the investment cycle and achieve sustainable rates of economic growth. If that occurs, Argentina’s fiscal condition could be adversely affected,
which could lead to more inflation and undermine the government’s ability to implement economic policies designed to promote growth. The difficulty of sustaining economic growth over time with reasonable price stability could result in a
renewed episode of economic instability.
In addition, the foreign shareholders of several Argentine companies (including us), together with public utilities and certain bondholders that
did not participate in the exchange offers described above, filed claims with the International Center for Settlement of Investment Disputes, alleging that the emergency measures adopted by the Government in 2002 did not meet the just and equal
treatment requirements of several bilateral investment treaties to which Argentina is a party. Several of these claims have been resolved against Argentina. Claimants have also filed claims before arbitral tribunals under the rules of the
United Nations Commission on International Trade Law (UNCITRAL) and under the rules of the International Chamber of Commerce. Several awards have been issued against Argentina and several cases are still ongoing.
Moreover, difficulties in accessing Argentina’s international credit may have an impact on our company as the Argentine government postponed the
maturity dates of its bonds and cut interest rates.
Also, ongoing situations, such as the claims before the International Center for Settlement of Investment Disputes, and the economic policy
measures adopted by the Government, or any future default of Argentina regarding its financial obligations may harm Argentine companies’ ability to obtain financing. Financial conditions of such access could be disadvantageous to Argentine
companies and, therefore, may adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
A sustained deterioration in the terms of trade given a decline in the global prices for Argentina’s
main commodity exports or an increase in the global prices for Argentina’s main commodity imports, as well as adverse weather conditions affecting the production of Argentina’s main commodity exports, could have an adverse effect on Argentina’s
economic growth.
High commodity prices have contributed significantly to an increase in Argentine exports, which has in turn led to an increase in government
revenues received from export taxes. However, the reliance on the export of certain commodities, such as soybeans, has made the Argentine economy vulnerable to fluctuations in commodity prices, and, consequently, the Argentine economy could be
adversely affected if trading conditions decline.
In addition, adverse weather conditions, such as floods or droughts, could affect the production of the main agricultural commodities produced
by Argentina, which account for a significant portion of its export revenues. Moreover, higher oil prices could lead to an increase in government expenditures. The drought experienced during the summer months of 2018 dramatically reduced the
yield from Argentina’s soybean crop. If agricultural commodity prices decline or their production is affected by weather or other variables, the Argentine economy could be adversely affected. These circumstances could also have a negative
impact on tax revenues, the BCRA’s reserves, the availability of foreign currency and ultimately negatively affect our economic and financial performance.
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Besides, in March 2020, after a failure to reach an agreement between the members of the OPEC and Russia to stabilize the oil market, Saudi
Arabia decided to increase its oil production. This decision has triggered the most important decline in the oil price since 1991, of around 30%, which added to the fragile macroeconomic situation in Argentina, generating uncertainty regarding
the production and development of natural gas in the country, especially in the Vaca Muerta area. In December 2020, OPEC and its oil-producing allies agreed to increase production by 500,000 barrels per day beginning in January. The group
exerts considerable influence over world energy markets. Uncertainty about oil prices and other commodities remain and there can be no assurances about any measures that the Government may take in response to key macroeconomic variables,
particularly on the energy sector.
Decisions relating to international oil prices could have a negative impact on Argentina’s economy as, to achieve a fiscal surplus, the country
should develop new production projects, such as Vaca Muerta formation, increase its revenues and maintain its ability to service its sovereign debt. Either of these results would adversely impact Argentina’s economic growth and, therefore, our
financial condition and results of operations.
Downgrades in the credit rating or rating outlook of Argentina could impact the rating of our
securities or adversely affect the market price of our securities.
In August 2018, Moody’s revised its outlook of Argentina’s long-term and short-term sovereign credit rating to Caa2, primarily as a result of
the sharply weaker economic activity and uncertain prospects for multiyear fiscal consolidation and market financing availability as IMF funds are used up, posing risks to sovereign debt sustainability. In addition, on August 29, 2019, S&P
downgraded Argentina’s long-term and short-term sovereign credit ratings from “B” to “SD,” primarily as a result of an erosion of the Argentine debt profile, the economic growth trajectory and the dynamics of inflation, against the backdrop of
the implementation of a challenging economic adjustment program. Fitch, Moody’s and S&P increased Argentina’s credit rating in September 2020 following the successful refinancing of Argentina’s external bonds. While the debt restructuring
in 2020 improved Argentina’s credit rating, there are still concerns about debt sustainability and the country’s ability to meet its payment obligations in the future. In September 2021, Argentina’s credit rating according to Fitch Ratings was
“RD” (restricted default) for foreign currency debt and “CC” for local currency debt. In March 2023, Fitch downgraded the credit rating to C, the lowest level above default.
Argentina’s long-term debt denominated in foreign currency, as of the date of this Annual Report, is rated “Caa3 (stable)” by Moody’s, ” “CCC+”
by S&P, and “CCC+” by Fitch.
However, there can be no assurance that Argentina’s credit rating or rating outlook will not be downgraded in the future, which could have an
adverse effect on the rating of our securities or adversely affect the market price of our securities.
The Argentine government may mandate salary increases for private sector employees, which would
increase our operating costs.
In the past, the Government has passed laws, regulations and decrees requiring companies in the private sector to maintain minimum wage levels
and provide specified benefits to employees. Argentine employers, both in the public and private sectors, have experienced significant pressure from their employees and labor organizations to increase wages and to provide additional employee
benefits. Due to high levels of inflation, employees and labor organizations regularly demand significant wage increases.
It is possible that the Argentine government could adopt measures mandating further salary increases or the provision of additional employee
benefits in the future. Any such measures could have a material and adverse effect on our business, results of operations and financial condition.
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Argentine corporations may be restricted from making payments in foreign currencies or from importing certain products
There are certain restrictions in Argentina that affect the corporations’ ability to access the Official Free Exchange Market (Mercado Libre de Cambios) (“MLC”) to acquire foreign currency to transfer funds to other countries, service debt, make payments outside Argentina and other operations, requiring, in some cases, prior
approval by the Central Bank. These restrictions may affect our operations and our expansions projects, as they require the import of services and goods for which payment may be restricted. The Government may impose or create further
restrictions on the access to the MLC. In such case, the ability of Argentine corporations to make payments outside Argentina and to comply with their obligations and duties may be affected.
In addition, as a result of the deepening of exchange controls, the difference between the official exchange rate, which is currently utilized
for both commercial and financial operations, and other informal exchange rates that arose implicitly as a result of certain operations commonly carried out in the capital market. The Government could maintain a single official exchange rate or
create 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. We cannot predict how
such current restrictions may evolve after this Annual Report, mainly regarding limitations to transfer funds outside Argentina.
The Government may impose further exchange controls or restrictions to capital transfers and modify and adopt other policies that may limit or
restrict our ability to access international capital markets, to make payments of principal and interest and other additional amounts outside the country (including payments relating to our notes), 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. Exchange controls in an economic environment in which the access to local capital markets
is restricted may cause an adverse effect in our activities, mainly in our ability to make payments of principal and/or interest of our notes in foreign currency.
The conflict between Russia and Ukraine and between Israel and Iran could adversely affect the global economy, the Argentine
economy and our operational results and financial condition.
On February 24, 2022, the President of the Russian Federation, Vladimir Putin, announced a military operation in the eastern Donbas region of
Ukraine and began a full-scale invasion of the country.
The invasion received widespread international condemnation, with worldwide protests against the Russian invasion of Ukraine. The United States,
the United Kingdom and other countries of the European Union imposed economic sanctions on Russia-such as the exclusion of certain Russian banks from the SWIFT financial system, airspace restrictions, export restrictions of Russian oil and gas,
among others-which could eventually affect the supply of oil and gas from this country and trigger higher inflation and market shocks.
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Actual and threatened responses to Russia’s invasion, as well as a rapid peaceful resolution to the conflict, may also impact the markets for
certain commodities, such as electricity, oil and natural gas, and may have collateral impacts, including increased volatility, and cause disruptions to the availability of certain commodities, commodity and futures prices and the supply chain
globally. Rising wheat prices raised tensions in countries like Egypt, which rely heavily on wheat exports from Russia and Ukraine, and sparked fears of social unrest. On the other hand, Russia is the second largest oil exporter in the world
and the largest producer of natural gas, causing the world oil prices jumped over US$110 per barrel in 2022, and the cost of natural gas reached a new record high in Europe. In this sense, in Argentina, the natural gas supply for this next
winter may be affected, with negative effects on the energy generation, especially for industries. The shortage on natural gas may adversely affect our pipeline system and operations.
More recently, geopolitical tensions in the Middle East have intensified following military actions involving Iran and Israel, as well as
retaliatory measures and heightened involvement by the United States. In this context, Argentina has taken diplomatic and regulatory positions aligned with certain international partners, including the designation of specific Iranian entities
as terrorist organizations. The evolution of these conflicts remains highly uncertain.
On January 17, 2026, President Javier Milei signed a decree officially designating the Quds Force —the external operations arm of Iran’s Islamic
Revolutionary Guard Corps— as a terrorist organization. This measure brings Argentina’s policy into closer alignment with that of the United States, which has previously classified the Quds Force as a terrorist entity. As of the date of this
Annual Report, we cannot predict the final outcome or consequences that may arise from this conflict, and the direct or indirect effects that this conflict may have on Argentina and particularly on our business.
The continuation or escalation of these geopolitical conflicts may lead to renewed volatility in global energy markets, affect the availability
and pricing of oil, natural gas and liquefied natural gas (“LNG”), and generate indirect effects on Argentina’s balance of payments, foreign exchange reserves, inflation levels and economic growth. Any material deterioration in the global or
domestic macroeconomic environment, increased energy price volatility, constraints on energy supply or disruptions in international markets could adversely impact demand for energy, regulatory conditions, the operation of our pipeline system
and our financial performance.
As of the date of this Annual Report, we cannot predict the ultimate outcome of these geopolitical events or the extent of their direct or
indirect effects on Argentina or on our business.
We continue operating in a period of economic uncertainty and capital markets disruption, which has been significantly
impacted by geopolitical instability.
The open conflict in Europe is a trigger for many the geopolitical risks over the short- and medium-term. As Western sanctions on Russia bite
and Russia weaponizes energy, the siege-like standoff between the West and Russia may escalate, and ripple effects from Ukraine war or the unknown effects of the arising conflict between Israel and Iran will continue to amplify challenges, as
emerging markets face a slow rebound after the economic crisis, including high food and energy costs, higher U.S. interest rates, a strong U.S. dollar and slow Chinese growth.
Any of the above-mentioned factors could affect our business, prospects, financial condition, and operating results. The extent and duration of
the military action, sanctions, and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this Annual Report.
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Risks Relating to Our Shares and ADSs
Shareholders outside Argentina may face additional investment risk from currency exchange rate
fluctuations in connection with their holding of our shares or ADSs represented by ADRs. Exchange controls imposed by the Government may limit our ability to make payments to the Depositary in U.S. dollars, and thereby limit ADR holders’
ability to receive cash dividends in U.S. dollars.
We are an Argentine company and any future payments of dividends on our shares will be denominated in pesos. The peso has historically
fluctuated significantly against many major world currencies, including the U.S. dollar. A depreciation of the peso would likely adversely affect the U.S. dollar or other currency equivalent amount of any dividends paid on our shares and could
result in a decline in the value of our shares and ADRs as measured in U.S. dollars.
From 2011 to December 2015, Argentine companies were required to obtain prior approval from BCRA and Argentine tax authorities in order to
engage in certain foreign exchange transactions. In September 2019 the Government reinstalled the above previous measures and since then has implemented additional exchange control restrictions. Thus, our shareholders’ ability to receive cash
dividends in U.S. dollars was limited by the ability of the Depositary for our ADR program to convert cash dividends paid in pesos into U.S. dollars. Under the terms of our Deposit Agreement for the ADRs, to the extent that the Depositary can
in its judgment, and in accordance with local exchange regulations, convert pesos (or any other foreign currency) into U.S. dollars on a reasonable basis and transfer the resulting U.S. dollars outside of Argentina, the Depositary will as
promptly as practicable convert or cause to be converted all cash dividends received by it in pesos on the deposited securities into U.S. dollars. If in the judgment of the Depositary this conversion is not possible on a reasonable basis (or is
not permitted by applicable Argentine laws, regulations and approval requirements), the Depositary may distribute the pesos received or in its discretion hold such currency uninvested without liability for interest thereon for the respective
accounts of the owners entitled to receive the same. As a result, if the exchange rate fluctuates significantly during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the dividend distribution.
In the event that the BCRA does not grant the applicable authorization, we reserve the right to agree with the Depositary the reasonable legal
measures for the effective payment of dividends to ADR holders who reside outside of Argentina. As a result, such ADR holder may not timely receive the full dividend distribution or receive at all any such distribution.
Our principal shareholders exercise significant control over matters affecting us, and may have
interests that differ from those of our other shareholders.
As of the date of this Annual Report, our controlling shareholder is CIESA, which holds 53.83% of our common stock. FGS holds 25.33% of our
common stock. Local and foreign investors hold the remaining ownership of our common stock. CIESA is under co-control of Pampa Energía S.A. (“Pampa Energía”), which holds 50% of CIESA’s common stock, and Grupo Inversor Petroquímica S.L.
(member of GIP Group, controlled by the Sielecki family; “GIP”), and PCT L.L.C. (“PCT”), which directly and indirectly through PEPCA S.A. (“PEPCA”) holds a 50% of the common stock of CIESA.
We cannot assure you that the interests of our principal shareholders will not diverge from the interests of our other investors. See “Item 7. Major Shareholders and Related Party Transactions.”
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Sales of a substantial number of shares could decrease the market prices of our shares and the ADRs.
CIESA holds 53.83% of our Class A shares. Pursuant to the Pliego de Bases y Condiciones para la Privatización
de Gas del Estado S.E. (the “Pliego”), CIESA may not reduce its shareholding below 51% of our share capital without the competent authorities’ approval. The market prices of our common shares and ADRs could decline as a result
of sales by our existing shareholders, such as the ANSES, or of any other significant shareholder of common shares or ADRs in the market, or the perception that these sales could occur.
Under Argentine law, shareholder rights may be fewer or less well defined than in other jurisdictions.
Our corporate affairs are governed by our Bylaws, the General Companies Act No. 19,550 (“General Companies Act”) and Law No. 26,831,
which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States or in other jurisdictions outside Argentina. In addition, rules governing the Argentine securities markets are different and
may be subject to different enforcement in Argentina than in other jurisdictions.
As a foreign private issuer we are exempt from certain rules that apply to domestic U.S. issuers.
We are subject to the informational requirements of the Exchange Act applicable to foreign private issuers. Under U.S. securities laws, as a
foreign private issuer we are exempt from certain rules that apply to domestic U.S. issuers with equity securities registered under the Exchange Act.
For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S.
registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic
U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we have relied, and intend to keep relying,
on exemptions from certain U.S. rules which permit us to follow Argentine legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. As a result of the above, even though we are required to file
reports on Form 6-K disclosing the information which we have made or are required to make public pursuant to Argentine law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of
the same type or amount that is required to be disclosed to shareholders of a U.S. company
We are also exempt from many of the corporate governance requirements of the NYSE.
Changes in Argentine tax laws may adversely affect the tax treatment of our Class B Shares or ADSs.
Pursuant to Law No. 26,893, the sale, exchange or other transfer of shares and other securities is subject to capital gains tax at a rate of 15%
when the purchaser and the seller are not Argentine residents. When both the purchaser and the seller of our Class B Shares or ADRs are non-residents, the purchaser is required to pay the capital gains tax in addition to the purchase price of
the Class B Shares or ADSs. In addition, if the purchaser is legally liable for capital gains taxes in Argentina, then the purchaser will likely not be entitled to receive any tax credit in the United States in respect of the payment of any
such taxes.
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On December 29, 2017, the Macri Administration enacted, through Decree No. 1112/2017, a tax reform (the “Tax
Reform”). The Tax Reform provides that only the results from sales, transfers or dispositions of shares, securities representing shares and certificates of deposit of shares that are carried out through stock exchanges or stock markets
authorized by the CNV under conditions that guarantee the principle of price/time priority of the offers obtained by individuals and undivided estates resident in Argentina shall be exempted.
The foregoing exemption shall also be applicable to foreign beneficiaries to the extent that said beneficiaries do not reside in and the funds
do not come from non-cooperative jurisdictions. Decree No. 279/2018 provides that until the decree of the Income Tax Law of Argentina regulates the definition of non-cooperative jurisdiction, the
white-list established in Decree No. 589/2013 (dated 05/27/2013) will be applicable to determine if a jurisdiction is non-cooperative jurisdiction.
The Tax Reform also establishes an exemption for such foreign beneficiaries on the sale of share certificates issued outside of Argentina that
represent shares issued by Argentine companies which have been granted with a public offering authorization by the CNV (i.e., ADRs). The exemptions will only apply if the foreign beneficiaries do not reside in and the funds do not arise from
“non-cooperating” jurisdictions.
Pursuant to Decree No. 279/2018, if the foreign beneficiary resides in a non-cooperative jurisdiction or the funds come from a non-cooperative
jurisdiction, the capital gains tax rate is 35%.
Whereas, previously, if the sale was carried out between non-Argentine residents the non-Argentine resident purchaser was responsible for paying
the tax when the seller was a non-resident, currently it is the seller, through their legal representative domiciled in Argentina, who is responsible for paying the tax, except when the purchaser is a resident individual or legal entity. If the
seller does not have a legal representative, the tax should be paid by the seller according to Decree No. 279/2018.
Further rulemaking or interpretation of the amended income tax law by the Argentine tax authority may adversely affect the tax treatment of our
Class B Shares or ADSs.
Holders of ADRs may be unable to exercise voting rights with respect to our Class B Shares underlying
the ADRs at our shareholders’ meetings.
We will treat the Depositary for all purposes as the shareholder with respect to the shares underlying the ADRs. As a holder of ADRs
representing the ADRs being held by the Depositary in your name, you will not have direct shareholder rights and may exercise voting rights with respect to our Class B Shares represented by the ADRs only in accordance with the Deposit
Agreement. There are no provisions under Argentine law or under our Bylaws that limit the exercise by ADR holders of their voting rights through the Depositary with respect to the underlying Class B Shares. However, there are practical
limitations on the ability of ADR holders to exercise their voting rights due to the additional procedural steps involved in communicating with these holders. ADR holders may be unable to exercise voting rights with respect to our Class B
Shares underlying the ADRs as a result of these practical limitations.
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Holders of ADRs may be unable to exercise preemptive, accretion or other rights with respect to the
Class B shares underlying the ADSs.
Holders of ADSs may not be able to exercise the preemptive or accretion rights relating to the shares underlying the ADSs unless a registration
statement under the Securities Act is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to the shares
relating to these preemptive rights, and we cannot assure you that we will file any such registration statement. Unless we file a registration statement or an exemption from registration is available, holders may receive only the net proceeds
from the sale of their preemptive rights by the depositary or, if the preemptive rights cannot be sold, they will be allowed to lapse. As a result, U.S. holders of Class B Shares or ADSs may suffer dilution of their interest in our company upon
future capital increases.
In addition, under the General Companies Act, foreign companies that own shares in an Argentine corporation are required to register with the
Superintendency of Corporations (Inspección General de Justicia) (“IGJ”) in order to exercise certain shareholder rights. Voting rights in a Shareholder meeting can be exercised through duly
instituted agents, as is regulated by Law No. 26,831. If you own our Class B Shares directly (rather than in the form of ADSs) and you are a non-Argentine company and you fail to register with the IGJ, your ability to exercise your rights as a
holder of our Class B Shares may be limited.
The NYSE and/or BYMA may suspend trading and/or delist our ADSs and common shares, respectively, upon
occurrence of certain events relating to our financial situation.
The NYSE and/or the BYMA may suspend and/or cancel the listing of our ADSs and common shares, respectively, in certain circumstances, including
upon the occurrence of certain events relating to our financial situation.
The NYSE may in its sole discretion determine on an individual basis the suitability for continued listing of an issue in the light of all
pertinent facts. Some of the factors mentioned in the NYSE Listed Company Manual, which may subject a company to suspension and delisting procedures, include: “unsatisfactory financial conditions and/or operating results,” “inability to meet
current debt obligations or to adequately finance operations,” and “any other event or condition which may exist or occur that makes further dealings or listing of the securities on the NYSE inadvisable or unwarranted in the opinion of NYSE.”
We cannot assure you that the NYSE and/or BYMA will not commence any suspension or delisting procedures. A delisting or suspension of trading of
our ADSs or common shares by the NYSE and/or BYMA, respectively, could adversely affect our results of operations and financial conditions and cause the market value of our ADSs and common shares to decline.
The price of our Class B Shares and the ADSs may fluctuate substantially, and your investment may
decline in value.
The trading price of our Class B Shares is likely to be highly volatile and may be subject to wide fluctuations in response to factors, many of
which are beyond our control. Such factors include:
• fluctuations in our periodic operating results;
• changes in financial estimates, recommendations or projections by securities analysts;
• changes in conditions or trends in our industry;
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• events affecting equities markets in Argentina;
• legal or regulatory measures affecting our financial conditions;
• departures of management and key personnel; or
• potential litigation or the adverse resolution of pending litigation against us or our subsidiaries.
The stock markets in general have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the
operating performance of the companies involved. We cannot assure you that trading prices and valuations will be sustained. These broad market and industry factors may materially adversely affect the market price of our Class B Shares and the
ADSs, regardless of our operating performance. Market fluctuations, as well as general political and economic conditions in Argentina, such as recession or currency exchange rate fluctuations, may also adversely affect the market price of our
Class B Shares and the ADSs. In particular, currency fluctuations could impact the value of an investment in Argentina. Although our ADSs listed on the NYSE are U.S. dollar-denominated securities, they do not eliminate the currency risk
associated with an investment in an Argentine company.
For example, due to various factors (including, but not limited to, the abrupt variation in the exchange rate in Argentina) prices of equity
securities in Argentina have decreased substantially since 2018, which prompted investors to dispose of their investments in Argentina resulting in further downward pressure on the price of equity securities. Future sales of substantial amounts
of our Class B Shares and ADSs, or the perception that such future sales may occur, may result in additional pressure on the price of our Class B Shares and ADSs. Also, future sales of treasury shares, may also have a negative impact on the
price of our Class B Shares and ADSs.
Following periods of volatility in the market price of a company’s securities, that company may often be subject to securities class-action
litigation. This kind of litigation may result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial condition.
The relative volatility and illiquidity of the Argentine securities markets may substantially limit the
ability to sell the Class B Shares underlying the ADSs on the BYMA at the price and time desired by the shareholder.
Investing in securities that trade in emerging markets, such as Argentina, often involves greater risk than investing in securities of issuers
in the United States, and such investments are generally considered to be more speculative in nature. The Argentine securities market is substantially smaller, less liquid and more concentrated and can be more volatile than major securities
markets in the United States and is not as highly regulated or supervised as some of these other markets. There is also significantly greater concentration in the Argentine securities market than in major securities markets in the United States
Accordingly, although shareholders are entitled to withdraw the Class B Shares underlying the ADSs from the depositary at any time, the ability to sell such shares on the BYMA at a price and time shareholders might want may be substantially
limited.
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