Pampa Energía S A : Presentation of the sale of Edenor

Sale of Edenor

February 17, 2021

Disclaimer

This presentation has been prepared by Pampa Energía S.A. ("Pampa" or the "Company") in order to be shared with its shareholders to facilitate their deliberation of the proposed sale by Pampa of all of the issued and outstanding Class A common shares issued by Empresa Distribuidora y Comercializadora Norte S.A. ("Edenor"), representing 51% of Edenor's capital stock and voting rights (the "Transaction"). This presentation does not in any manner address the Company's shareholders' underlying business decision to proceed with or effect the Transaction or the likelihood of consummation of the Transaction, nor constitutes a recommendation to Pampa's shareholders (including, but not limited to, as to whether any such shareholder should vote in favor of the consummation of the Transaction). Further, it does not address the relative merits of the Transaction as compared to any other transactions or business strategies in which Pampa might engage, or the relative merits of the Transaction as compared to any strategic alternatives that may be available to Pampa; nor does it address any legal, regulatory, tax or accounting matters.

In preparing this presentation, we reviewed and analyzed: (1) the stock purchase agreement relating to the Transaction; (2) the behavior of the electricity market in Argentina and its regulatory framework; (3) information about Edenor, including updated financial and operating information with respect to its business, operations and prospects; (4) a trading history of Edenor ADRs and Class B common shares stock from January 2020 to January 2021; and (5) a comparison of the historical financial results and present financial condition of Edenor.

This presentation is not, and should not be construed to be, a fairness opinion, an expert's report or a valuation opinion under the requirements of any applicable laws.

This presentation contains information and statements that are forward-looking within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical facts, and include, without limitation, all financial projections of Edenor outlined in this presentation. These statements are only predictions based on our current assumptions, expectations and projections about future events. Forward-looking statements may be identified by the words 'believe', 'expect', 'anticipate', 'target', or similar expressions. While Pampa's management believes that the expectations reflected in such forward-looking statements are reasonable, investors (including its shareholders) are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and are generally beyond the control of Pampa, which could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include, but are not limited to, changing business, economic, financial, regulatory, political or other market conditions in Argentina and elsewhere, the completion of Edenor's tariff revision process, Edenor's prospects for growth anticipated by our management, and the other risks and uncertainties discussed in our reports and other documents filed with the U.S. Securities and Exchange Commission. Further, Pampa undertakes no obligation to publicly update Edenor's nor its forward-looking statements, whether as a result of new information, future events, or otherwise, nor makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the information contained herein, and nothing contained herein is, or shall be relied upon as a promise or representation that any such forward looking statements will be achieved. Management is not making and you should not infer any representation about the likely existence of any particular future set of facts or circumstances.

This presentation does not constitute an offer, or invitation, or solicitation of an offer, to subscribe for or purchase any securities. Neither this presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever. Securities may not be offered or sold in the United States unless they are registered or exempt from registration under the Securities Act. Any offering of securities to be made in the United States will be made by means of a prospectus or offering prepared in connection with any such offering.

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Table of Contents

1. Introduction
2. Electricity Market Overview
3. Company Overview
4. Market Capitalization
5. Conclusions

Introduction

Transaction snapshot

Brief summary of the transaction

• 51% of Edenor at US$ 99.1 million
• • 21% premium to market(1)
  • US$ 23m net financial debt forecasted as of Dec-20(2)
  • US$ 70m CAPEX commitment from 2019's settlement of Cammesa regulatory debt

Implicit equity	194
F-20 net debt	23
Capex committed	70
EV	287
F-20 EBITDA(2)	61
EV / F-20 EBITDA	4.7x

• • Use of proceeds: enhance power and gas business, specially Plan Gas
  • Timeline:
  • • Shareholders' meeting 2/17 + Regulator approval → closing and change of control
    • 1 year form closing: seller financing of 40% of purchase price @10% interest rate
• Pampa will remain with a minority stake of 4.1%

EBITDA, US$ million

11%			19%	18%	10%			n.a.
				212
						161
115
								61
	% Edenor / Pampa Consolidated EBITDA
											(68)
2017			2018	2019		F-2020(2)		F-2021(2)
Disbursed investments, US$ million
	Cumulative total: US$ 2.6
	billion						272	250 271
							210				221
						199				179
							183
						120					135
110	106	108	99	105
70
2006 2007 2008 2009 2010 2011	2012 2013	2014 2015	2016 2017 2018	2019 F- F-
											2020 2021

Source: Bloomberg, Edenor´s financial statements and approved 2021 budget - FX convertion at average official exchange rate of each period. (1) As of January 20th, 2020 - (2) According to Edenor's 2021 approved budget

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