Buenos Aires, April 26, 2023
COMISIÓN NACIONAL DE VALORES
BOLSAS Y MERCADOS ARGENTINOS
Ref.: General
Ordinary and Extraordinary Shareholder´s Meeting dated as of April 26, 2023.
Dear Sirs,
I am
writing to Bolsas y Mercados Argentinos (“ByMA”) and the National Securities Commission (“Comisión
Navcional de Valores” or "CNV"), in my capacity as Responsible for Market Relations of Pampa Energía
S.A. (de “Company”) in accordance with article 4, Chapter II, Title II of the CNV Regulations and article
79 of the ByMA Listing Regulation.
To
this regard, below is a summary of the resolutions adopted by the Company’ Ordinary and Extraordinary General Shareholders Meeting
that took place on April 26, 2023 (hereinafter the “Shareholders Meeting”), which was virtually held under the terms
of article 30 of the Bylaws:
Item 1: The Shareholders Meeting, by
a majority equivalent to 99.99% of the computable votes resolved to appoint the representatives of the shareholders Fondo de Garantía
de Sustentabilidad in charge of the Administración Nacional de la Seguridad Social (“ANSES”) and JP Morgan Chase
Bank – ADR (“JPM”) to sign the minute of the Shareholders Meeting.
Item 2: The
Shareholders Meeting, by a majority equivalent to 99.99% of the computable votes resolved: (i) that the Reading of the documents be omitted
due to the fact that it is known by all shareholders for it was at their disposal with due time prior to this Shareholders Meeting and
within the regulatory timeframe; and (ii) to approve the Consolidated Financial Statement for the fiscal year ended December 31, 2022
that include the Company’s Statements of Financial Position, of Comprehensive Income, of Changes in Shareholders’ Equity and
of Cash Flows, Notes to the Financial Statements, Independent Auditor’s Report, Statutory Audit Committee Report, Annual Report
and Corporate Governance Code Compliance Report, the Informative Summary as required by the Argentine Securities Commission Rules, Auditors
report and Supervisory Committee report and the Individual Financial Statement for the fiscal year ended December 31, 2022 that include
the Company’s Statements of Financial Position, of Comprehensive Income, of Changes in Shareholders’ Equity and of Cash Flows,
Notes to the Financial Statements, the Informative Summary as required by the Argentine Securities Commission Rules, authorizing
the Board of Directors to make any modifications that the supervisory bodies could require as long as those modifications are not objected
by the Supervisory Committee or the signing accountant.
Item 3: The Shareholders Meeting, considering
that the fiscal year showed profits of AR$ 64,859,139,221 and, as of December 31, 2022, the retained earnings amounted profits of AR$
84,504,822,450, by a majority equivalent to 99.99% of the computable votes resolved: (i) to release AR$ 16 million from the statutory
reserve since it exceeded the legal limit of 20% of the capital stock and (ii) allocate AR$ 84,504,822,450 to set up a voluntary reserve.
Item 4: The Shareholders Meeting, by
a majority equivalent to 99.99% of the computable votes resolved to approve the actions taken by the Board of Directors and the members
of the Supervisory Committee in the fiscal year ended December 31, 2022.
Item 5: The Shareholders Meeting, by
a majority equivalent to 94.62% of the computable votes, resolved to approve the remuneration to be paid to the Board of Directors and,
by the majority equivalent to 96.27%, resolved to approve the remuneration to be paid to the Supervisory Committee for the fiscal year
ended December 31, 2022. Also, by a majority equivalent to 65.91%, resolved to authorize an advance payment of fees to the Directors and
the Supervisory Committee until such time as the financial statements for the year ending December 31, 2023 are considered by the Shareholder’s
Meeting.
Item 6: The Shareholders Meeting, by
a majority equivalent to 99.98% of the computable votes resolved to approve the compensation to be paid to the certifying accountant for
the duties performed in the fiscal year ended December 31, 2022. Such amount includes the fees for the SOX 404 certification required
by the Securities and Exchange Commission.
Item 7: The
Shareholders Meeting, by a majority equivalent to 98.24% of the computable votes resolved to appoint Messrs. Gustavo Mariani, Ricardo
Alejandro Torres and Silvana Wasersztrom as members of the Board of Directors and Messrs. Horacio Turri and María Agustina Montes
as alternate members.
Item 8: The Shareholders Meeting, by
a majority equivalent to 99.98% of the computable votes resolved the appointment of Price Waterhouse & Co. S.R.L., a member of PriceWaterhouseCoopers,
and the designation of Mr. Carlos Martín Barbafina as certifying accountant, and Messrs. Fernando Rodríguez and Ezequiel
Mirazón as alternate certifying accountants, for the fiscal year ending December 31, 2023.
Item 9: The Shareholders Meeting, by
a majority equivalent to [99.98%] of the computable votes resolved to postpone the approval of the independent auditor’s remuneration
for the fiscal year ending December 31, 2023 until the next annual Shareholders’ Meeting to be held.
Item 10: The Shareholders Meeting, by
a majority equivalent to 99.98% of the computable votes resolved to allocate to Audit Committee’s activities a budget amount of
AR$ 3,000,000 for fiscal year 2023.
Item 11: The Shareholders Meeting, by
a majority equivalent to 99.99% of the computable votes resolved to approve reduction of stock capital of AR$20,124,225 and cancellation
of 20,124,225 ordinary, book-entry shares of $1 par value each and entitled to 1 vote per share, in accordance with article 220 item 1)
of the Corporations Act. As a consequence of that, the capital stock will be reduced from AR$1,383,644,605 to AR$1,363,520,380.
Item 12: The
Shareholders Meeting, by a majority equivalent to 99.99% of the computable votes resolved to authorize María Carolina Sigwald,
Gerardo Carlos Paz, María Agustina Montes, Maite Zornoza, Juan Manuel Recio, Diego Alexi Vaca Diez Eguez, Luis Agustín León
Longombardo, María José Maure Bruno, María Victoria Ritondale, Micaela Saieg, Martín Ezequiel Gardella, Paula
María Devotto, Fabiana Marcela Vidal, Alejandra Paulina Brasesco, Fernando Nicolás Villarruel, Rodolfo María Peralta,
Mauricio Penta, Martín García Arango, Fernando Rizzi and/or Vanesa Russo to register any resolutions that may be approved
by such Meeting of Shareholders and perform any proceedings that may be required before the relevant agencies.
Sincerely.
María Agustina Montes
Head of Market Relations
