Pampa Energía S A : Extract of December 28, 2020 Board Meeting Minutes

Board of Directors Meeting Minutes Nº 2225: In the City of Buenos Aires, on December 28th, 2020, at 11:00 am, the following directors attend the meeting of PAMPA ENERGIA S.A. (hereinafter, "Pampa" or the "Company") that sign below, that is: Marcos Marcelo Mindlin, Gustavo Mariani, Ricardo Alejandro Torres, Carolina Sigwald, Gabriel Cohen, Carlos Correa Urquiza, Darío Epstein, Miguel Bein, Juan Santiago Fraschina and Nicolás Mindlin. Mr. Nicolás Mindlin, Alternate Director, assumes as Director only for this meeting in replacement of Mr. Damián Mindlin, that is absent. Mr. José Daniel Abelovich and Martín Fernández Dussaut attend on behalf of the Supervisory Committee.

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The Board considers the third item of the Agenda:

3. Consideration to sell our Class A shares of Empresa Distribuidora y Comercializadora Norte S.A., representing 51% of said company capital stock and voting rights, subject to the approvals of the Shareholders Meeting of the Company and the Argentine National Electricity Regulatory Entity. Granting Power of Attorney.

After weeks of negotiations, the Chairman informed that today we received an offer (the "Offer") from Empresa de Energía del Cono Sur S.A. (the "Purchaser") and Integra Capital S.A., Daniel Eduardo Vila, Mauricio Filiberti and José Luis Manzano (the "Guarantors"; together with the Purchaser, the "Purchaser Group") to acquire all our Class A shares at Empresa Distribuidora y Comercializadora Norte S.A. ("Edenor"), representing 51% of the capital stock and voting rights (the "Transaction"). The closing of the Transaction (the "Closing") is subject to certain conditions precedent, including, among others, the approvals of the Shareholders Meeting of the Company and the Argentine National Electricity Regulatory Entity.

The Chairman turns to Mr. Nicolás Mindlin, who makes a presentation to the Board about Edenor, Pampa's major investments in said company, and a brief explanation of the Offer's main terms and conditions. All information was sent to the members of the Board before this meeting.

Mr. Mindlin explains that the tariff freeze since February 2019 and the increase of operational expenses and needed investments for the operation and maintenance of the service, with a sanitary crisis and economic recession background, have significantly affected the economic and financial situation of Edenor and its prospects.

After that, he describes the evolution of the main ratios of Edenor (gross sales, CAPEX, EBITDA, cashflow) and its declination from 2017 to the present. He also explains the Group's investments evolution in Edenor, from its acquisition in 2005, expressing that Pampa has not received any dividend in all these years. Additionally, according to the concession terms, the regulatory framework and resulting tariffs in force were not applied during 13 out of the 15 years that Pampa held the company's control because of successive measures that halted the respective tariff's implementations. During the last RTI, the own cost distribution was only updated in two semesters and has been frozen since February 2019.

Mr. Mindlin also informs that, according to next year's projections, during 2021, Edenor's EBITDA will be reduced by 24%, or US$ 129 million in Pampa's 2020 consolidated EBITDA, having an uncertain future forecast.

He also informs that the selling of Edenor's control will allow Pampa to focus on its investment plan to expand its power generation installed capacity and gas exploration and production, especially developing its unconventional reserves. Mr. Mindlin reminds the Board that Pampa was awarded in the Plas Gas.Ar tender with a base volume of 4.9 million m3/day and an additional volume of 1 million m3/day of gas during the next four years. To reach such production, Pampa will invest US$250,000,000 (two hundred fifty million dollars) in the mentioned period, estimating that US$100,000,000 (one hundred million dollars) will be disbursed during 2021. Additionally, Mr. Mindlin informs that the 280 MW power capacity expansion due to the closing to combined cycle at CTEB, a critical project for the Argentine generation grid, will demand a total investment of US$200,000,000 (two hundred million dollars), of which US$133,000,000 (one hundred thirty-three million dollars) are estimated to be disbursed during 2021, commissioning during the first quarter of 2022. Also, Pampa is analyzing other business opportunities and acquisitions aligned with its strategy and in synergy with its 13 production areas.

Mr. Mindlin describes the terms and conditions of the Offer sent by the Purchaser to the Company. He mentioned that the sale price comprises of (i) 21,876,856 Edenor Class B common shares, representing 2.41% of Edenor's capital stock and voting rights (the "Price In-Kind"); (ii) US$95 million (the "Cash Price"); and (iii) a contingent payment, in case of change of control of the Purchaser or Edenor within the first year after the Closing or while the Price Balance (as defined later) is owed for a 50% of the profits generated (the "Contingent Payment," and jointly whit the Price In-Kind and the Price in Cash, the "Sale Price"). The Price In-Kind and the Cash Price shall be paid as follows: (i) The Price In-Kind, together with the acceptance of the Offer on the date hereon; and (ii) the Price in Cash in three installments as follows: (a) the first for an amount of US$5 million, which shall be paid within 7 business days from the date hereof; (b) the second for an amount of US$50 million at the Closing date, subject to compliance of precedent conditions; and (c) the third for an amount of US$40 million after one year of the Closing date, except in the cases of compensations or prepayment (the "Price Balance"). The Offer guarantees the Price Balance pledging over 80% of the Purchaser's stock capital and other guarantees granted by the Guarantors. The Price Balance will accrue interest at an annual fixed interest rate equal to 10% beginning at the Closing date, which shall be paid quarterly. Mr. Mindlin explains that the Transaction should imply a clean exit for Pampa because it will limit its representations and warrants only to fundamental representations and not assume any indemnities related to losses or contingencies that Edenor and/or the Purchaser Group may have.

Finally, Mr. Mindlin informs that, after the Closing, the Purchaser must promote and complete a tender offer ("OPA") for the total of Edenor's total capital stock, as required by Argentinean and United States laws and New York Stock Exchange Regulations. If the Offer is accepted, subject to certain conditions precedent, the Company is willing to fund the Purchaser for the price equivalent to Class B stocks of the lower of (i) Class B shares representing 35% of Edenor's capital stock; and (ii) 90% of those shares that accepted the OPA.

Following those as mentioned above, the Chairman motions the Board to:

1. Take note of the Transaction and approve to subscribe all needed documents to proceed with the Transaction, subject to the approvals of the Company's Shareholders Meeting that will be called on item 5 of the Agenda, and other conditions precedents contained in the Offer;

1. Delegate to Marcelo Mindlin and/or Gustavo Mariani and/or Nicolas Mindlin and/or Carolina Sigwald and/or Victoria Hitce granting a Power of Attorney to individually and indistinctly agree on the final conditions of the Transaction, negotiate and elaborate all needed documentation to Closing, and celebrate, subscribe or grant any document or action required to instrument the agreement, including with no limitation any modification.

The Board, with the abstentions of Ricardo Alejandro Torres and Santiago Fraschina, which are deducted from the calculation base, unanimously RESOLVEDto approve the motion made by the Chairman.

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