Corporate Governance Report

Moreover, Pampa has a policy against fraud, corruption and other irregularities, approved by the Board of Directors, which reaffirms transparency and ethics as essential behaviors to lead the Company’s business and achieve sustainable growth. This policy prohibits fraud, corruption in any form and any act of misconduct within the Company, complementing the principles and values defined in our Code of Conduct. As explained above, the Company applies the recommended practice.

In this line, in January 2022, Pampa issued its first ‘Green Bond’⁽²⁾ to fund the construction of PEPE IV. Also, in April 2023, the Company issued a second ‘Green Bond,’ in which proceeds were applied to the construction of PEPE VI. These issuances reflect the Board and the Company’s commitment to financing projects that positively impact the environment and diversify the country’s energy generation matrix. Moreover, they exemplify how the Board leverages several factors to guide its decisions, aligning them with the Company’s general strategy.

• An internal control team to develop controls in the different organizational areas;
• An Internal Audit team to evaluate the design and execution of the defined controls;
• The appointment of process owners and leaders to account for the defined controls’ effectiveness and update; and
• Periodic presentations of progress and results of process assessments to the Audit Committee, CEO, and CFO.

Pampa also has an Audit Committee consisting exclusively of independent directors, who are responsible for supervising the internal control system.

The Company applies the recommended practice since, at least quarterly, a report is submitted to the Board detailing relevant events and analyzing the main management indicators. This practice allows the Board to learn about the obtained results and assess the Company’s performance.

Additionally, continuous Board-management interaction is encouraged, with members of different departments participating in Board meetings to address specific queries to ensure the Board’s effective monitoring of the objectives set for the year. Pampa values the interaction between the Board of Directors and the management (including the Board’s members exercising executive functions) as an enriching factor to control and understand performance. All the Board members’ preparation and professional credentials allow for an open and sincere discussion on management.

Lastly, and as detailed in the different Practices set out in Appendix I to the Annual Report, Pampa implements various initiatives to guarantee a proper internal control environment, such as the Integrity Program (Practice 23), the Code of Conduct (Practices 1, 22 and 23), the Policy against Fraud, Corruption and other Irregularities (Practices 1 and 23), a whistleblower channel for reporting suspected misconduct (Practice 23), several Corporate Governance policies described throughout the Annual Report and this Appendix and the corporate risk management (Practice 17), among others.

In addition, in compliance with NYSE regulations, on November 8, 2023, the Board of Directors approved its Clawback Policy. The policy describes the circumstances under which Pampa will recover erroneously awarded compensation and the applicable procedure, all per the Standards for Recovery under Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC.

Lastly, the Board analyzes whether specific committees are needed to apply different policies. If it determines that a particular committee is not necessary, the Board delegates its application, monitoring, and review to the area in which it feels competent to such effect. In the way detailed, the Company applies the recommended practice.

Regarding Board members’ professionalism, as established in our Nomination Policy, the evaluation of candidates to be presented to the Shareholders’ Meeting takes into consideration criteria such as independence, diversity, age, skills, experience, knowledge of the Company’s business and industry, and possible incompatibilities to guarantee the Board’s diversity.

Moreover, the Board and its Committees (the Audit, Compensation and Nomination Committees) have their respective internal rules governing their functioning, which are available on our website. These rules mainly describe matters concerning the directors’ powers and responsibilities and the holding of meetings. The Company applies the recommended practice in the way described above.

Besides, directors serving executive functions are in permanent contact with Pampa’s different areas and their daily management, providing them with a comprehensive vision of the business and constant updates on relevant issues. In Board meetings, members of the different departments are invited so that they may answer queries on specific topics, thus ensuring monitoring and follow-up of the goals set for the fiscal year. This update extends to independent directors who are members of the Audit Committee, also within the scope of this body.

The Company implemented a continuous training process for the Company’s Board members in different key areas to properly exercise their duties. In this sense, during fiscal year 2023, several training activities on Oil and Gas Reserves and Cybersecurity —key issues for the Company’s development— were conducted within the scope of the Audit Committee, inviting all Board and Supervisory Committee members. This process will continue in fiscal year 2024.

This committee reports to Pampa’s Board and comprises three regular members and an equal or smaller number of alternate members. The Chair is independent according to the CNV rules. Therefore, the Company applies the recommended practice.

Moreover, this Committee performs a prior and non-binding assessment of the candidates the Board has deemed fit to cover vacant positions. The Committee considers factors such as independence, diversity, age, skills and experience, among others, to determine their suitability based on objective criteria and within an equal opportunity framework. As of this date, the Company’s Board is comprised of members with diverse professions, such as degrees in economics and business administration, financial advisors, engineers, and lawyers, among others. Of the 16 directors, 8 are women (3 regular and 5 alternate). All directors receive the same compensation, thus ensuring diversity and a culture of inclusion, advancing analysis, discussion and fair decision-making. In the way described, the Company applies the recommended practice.

The Compensation Committee, which reports to Pampa’s Board, comprises three regular members and an equal or smaller number of alternate members, who may not serve executive functions at Pampa. Currently, all its members are independent. In the way described, the Company applies the recommended practice.

Pampa’s policy on compensation and benefits seeks to ensure external competitiveness and maintain in-house equality. In this line, different surveys are used to adjust our benefit packages and wage structure according to market offers.

Regarding senior management, including Pampa’s CEO and key staff, in 2017, the Board approved variable compensation plans to align their performance with the Company’s strategic plans and establish a clear and direct link between shareholder value creation and these officers’ compensation.

This Policy establishes responsibilities, functions, and methodologies to detect and assess strategic risks affecting Pampa’s businesses and operations. The administration department updates Pampa’s strategic risk map based on the administered businesses.

The Policy establishes responsibilities and methodologies for risk determination with the Audit Committee’s assistance, which is responsible for overseeing its application. The main critical risk factors taken into consideration for Pampa’s analysis include:

• Strategic risks, including economic, regulatory and political risks;
• Corporate governance risks, including fraud risk;
• Process risks, including, but not limited to, those associated with natural disasters, social issues, human resources, IT and operational risks, and
• Reporting risks.

The administration department is responsible for including the necessary tests to detect risk indicators and signals in its annual programs, monitor the process’ effectiveness and ensure control and compliance with this policy. In addition, it reports to Senior Management and the Audit Committee on the risk management process and follows up on implementing corrective action plans. Moreover, the administration management endeavors to keep the risk matrices updated, assisting in risk identification and assessment and the follow-up of the derived action plans, keeping the Management and the Audit Committee informed.

The Company discloses the performed financial risk management in its FS, distinguishing by type of risk and describing the strategies or actions to mitigate them. Additionally, when preparing and submitting the 20-F Form before the SEC, it describes the risk factors to which Pampa is exposed. In the way described, Pampa applies this practice.

At the beginning of each fiscal year, the internal audit area submits its proposed annual work plan to the Audit Committee for its review and approval, including the necessary resources for its implementation. The Internal Audit Department submits a quarterly progress report to the Committee, detailing the progress, work performed, and most relevant findings.

Annually, the Audit Committee evaluates the Internal Audit’s independence and performance in its competence areas, reflecting its conclusions in its annual report.

Pampa’s Internal Audit Department is composed of highly skilled professionals because of their education and training and their experience in the area.

This department has rules that align with the best practices and standards suggested by The Institute of Internal Auditors. To fulfill its functions, the Internal Audit Department has full and unrestricted access to the Company’s records, files, documents, assets, employees and teammates with no time or manner restrictions. It can audit autonomously at any level of the organization, including management levels.

The Board of Directors seeks to ensure that most Audit Committee members have professional financial and/or accounting expertise, an aspect to be assessed when nominating new Board members and considered by the Nomination Committee in its prior opinion. Moreover, the Audit Committee should appoint one of its members as a financial expert, as Title 407 of the Sarbanes-Oxley Law requires.

Throughout the year, the Committee holds quarterly meetings with the external auditors, coinciding with the review of the Company’s quarterly FS and whenever it deems necessary.

Moreover, Pampa has an external auditor services pre-approval policy, which standardizes an internal process allowing the Audit Committee to grant prior approval to hiring the external auditor to render any authorized service to the Company or its subsidiaries. In this way, the Company applies this practice.

The Code of Conduct is available on Pampa’s website and must be expressly accepted by all the Company employees and Pampa’s Board and Supervisory Committee members. Therefore, the Company applies this recommended practice.

The Board has defined that Pampa’s internal audit department will be internally responsible for leading, developing, coordinating and supervising the Program. Available mechanisms include the Ethics Hotline, an exclusive channel to report any suspected misconduct or breach of the Code of Conduct on a strictly confidential basis. This channel is available through different means (toll-free telephone line, chat, e-mail and website) and is operated by an external provider to ensure information transparency and integrity. Additionally, the Company has policies and procedures describing the process for analyzing and handling received complaints. In this regard, on November 19, 2023, the Audit Committee approved an update of the Procedure for Handling Complaints.

The channel’s responsibility rests with the Audit Committee, which delegates its management to the Internal Audit Department. Internal Audit submits quarterly reports to the Audit Committee on cases received and resolutions adopted, and the Committee oversees the channel’s operation and the resolution of complaints in issues within its authority. Pampa also has policies to support the Program, including:

• The Policy against Fraud, Corruption and Other Irregularities, which reaffirms transparency and ethics as necessary behaviors to lead the Company’s businesses and achieve sustainable growth;
• The Conflicts of Interest Policy, which defines what Pampa considers a conflict of interest and describes the steps to take if a member of the Company participates in this kind of situation; and
• The Gifts, Entertainment and Travel Policy, which includes definitions, describes when it is acceptable to give and/or receive them and establishes cap values and the application procedure if an exception is required.

These provisions, together with the Code of Conduct, include clauses on the obligation to report any actual or suspected violation of laws and/or regulations, as well as the prohibition of retaliation against anyone filing a report, legitimately and in good faith, or refusing to participate in acts of corruption. In fiscal year 2023, the Company carried out different dissemination and awareness-raising actions on the Program’s contents targeted at all employees.

Pampa also has a Policy on Related-Party Transactions that provides that all high-value transactions, i.e., for an amount equal to or higher than 1% of Pampa’s shareholders’ equity, involving individuals and/or legal entities considered related parties under Sect. 72 of the CMA should be subject to a specific prior authorization and control procedure. The procedure is carried out under the coordination of Pampa’s executive legal department and involves both Pampa’s Board of Directors and Audit Committee (as applicable). This policy strictly follows the guidelines set out in the current regulations in force (Sect. 72 of the CMA).

Pampa discloses itemized information on contracts executed with related parties in its annual and interim FS in compliance with these regulations. Additionally, all high-value transactions with related parties are submitted to the Audit Committee’s consideration and promptly reported under the caption ‘relevant event’ to both the CNV and the markets where Pampa is listed.

Finally, among its responsibilities, the Audit Committee must provide the market with complete information on transactions that may generate a conflict of interest with members of the corporate bodies or controlling shareholders. It also renders a well-founded opinion on related-party transactions in the cases provided by legislation and, in compliance with the law, issues communications whenever there may be an alleged conflict of interest at Pampa. Moreover, when the Board must address an issue where a director may have a personal interest, that director is prevented from voting. In the way described, the Company applies this practice.

This website serves as an information repository and a channel for receiving and handling inquiries. The shareholder and investor relations team is responsible for dealing with these inquiries expertly.

Additionally, the Company has a presence on social media (Facebook, Instagram, Twitter and LinkedIn) to publish relevant information and interact with its followers. The company fosters communication and transparency through these platforms, thus applying the recommended practice.

• Employees: work environment survey, information-sharing meetings with the founding shareholders, internal website (intranet), institutional website www.pampa.com, Nexo – Human Resources internal communication channel, ethics hotline, Sustainability Report, Microsoft Teams messaging network and social media.
• Government: accountability under regulations in force, Annual Report and FS, Corporate Governance Report, meetings with officers, institutional website, ethics hotline, Sustainability Report and social media.
• Community: Social Responsibility Committee, ethics hotline, Sustainability Report, institutional website, meetings and surveys to participants in social investment programs and social media.
• Investors: Annual Report and FS, Corporate Governance Report, 20-F Form, reports requested by the CNV and the SEC, quarterly earnings releases, earnings videoconferences, ethics hotline, Sustainability Report, investor website ri.pampa.com and social media.
• Suppliers: meetings with suppliers, ethics hotline, institutional and supplier website, Sustainability Report, SAP ARIBA platform and social media.
• Customers: institutional website, customer service channel, product and service satisfaction survey, after-sales follow-up, ethics hotline, Sustainability Report and social media.
• Corporate Associations: ethics hotline, industry meetings, institutional website and social media.
• Media: institutional website, Annual Report and FS, ethics hotline and social media.
• Unions: meetings with union representatives, ethics hotline, institutional website, Sustainability Report and social media.

As our operations have a broad geographical scope and a high complexity, decentralization is also a characteristic of our key players’ identification and dialog process. Each asset maps its target audiences, needs and actions to achieve a positive social impact on local communities.

Following the Strategic Map and Balanced Scorecard method, a process was developed to define priority stakeholders, map relevant topics, set relationship-building goals and intervention priorities, and implement concrete action plans for stakeholders. The project covered all the power generation assets in Buenos Aires, Bahía Blanca, Mendoza, Neuquén and Salta. In this way, we strengthen our sustainable management model by involving the assets’ teammates who make decisions at the local level, achieving a more efficient implementation of actions for a higher impact on the business and the community.

In 2023, the process for identifying the material topics for the Sustainability Report was reviewed. We started from the results obtained in the last materiality survey conducted in 2021, where we recorded assessments by our stakeholders and experts consulted, with more than 500 responses and more than 350 comments, which allowed us to prioritize the most significant impacts to report. In addition, we conducted a comprehensive analysis to ensure completeness and avoid omitting any relevant topic. This analysis included the review of our Risk Map, trends in our industry, the material issues identified by the leading companies in the world and Argentina, and the material issues highlighted by international reporting standards such as Global Reporting Initiative (GRI) and the Sustainability Accounting Standards Board (SASB). The investor relations and sustainability department referred all material topics and the main comments and opinions to the Company’s Board. In the way described, the Company applies the practice.

The shareholders and the general investment community may make the necessary inquiries through the formal channel mentioned in Practice 25. This allows shareholders to attend the Meeting with precise information, received well in advance, on the topics to be discussed.

It is worth highlighting that Pampa provides the necessary means to maintain a permanent and fluid dialog with its shareholders, not only when calling for a Shareholders’ Meeting. In this sense, shareholders have at their disposal: (i) the communication channel described in Practice 25 in Appendix I of this Annual Report; (ii) the investor relations department, which receives and manages shareholders’ concerns; (iii) quarterly videoconferences to disclose results and interact with the management; and (iv) management and Board members’ attendance to the Shareholders’ Meeting, with the possibility of raising general management questions once the treatment of all formal items has concluded. In the way described, the Company applies the practice.