Corporate Governance Report

The Code of Conduct, approved by our Board, establishes an organizational culture based on Pampa’s vision, mission and values. The Code defines the principles guiding daily actions and strategic decisions by all Pampa’s members. Values such as honesty, transparency, respect for diversity, community, and commitment to the environment are fundamental pillars that promote teamwork and operational excellence in the environment⁽¹⁾. To ensure compliance with these principles, Pampa has an Ethics Committee entrusted with proactively ensuring corporate integrity. In addition, the Policy against fraud, corruption and other irregularities, approved by the Board, reaffirms transparency and ethics as cornerstones of business management and sustainable growth, prohibiting any in-company conduct contravening the principles and values defined in our Code of Conduct. Consequently, the Company applies the recommended practice.

The Board of Directors defines Pampa’s strategy and is responsible for approving the annual budget considering various indexes, factors, risks and projections analyzed by management, as well as ESG aspects detailed in the Annual Sustainability Report. This budget guides all sectors’ activities over the next fiscal year, which is in line with Pampa’s strategy. The executive financial department draws up and oversees compliance with that strategy and budget.

In 2024, the Company completed the installation of all PEPE 6’s wind turbines and civil works and obtained the commercial commissioning of the 31 Vestas wind turbines, adding a 140-MW capacity. This project, which required an over US$250 million investment, increased Pampa’s wind power capacity to 427 MW, consolidating its position as one of the country’s leading renewable energy generators. It is worth highlighting that the investment was partly funded through different financings qualified as green, reflecting the Board and the Company’s commitment to financing sustainable projects and the country’s energy matrix diversification, besides exemplifying how the Board integrates different factors in making decisions, aligning them with the Company’s overall strategy.

Pampa evaluates the effectiveness of internal controls over financial information based on the Internal Control-Comprehensive Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In this sense, the Board approved Pampa’s organizational chart, which includes (i) an internal control team that supports process leaders in their design and monitors the observations arising from the assessment; (ii) an internal audit team that evaluates the defined controls’ effectiveness and design; (iii) process leaders that ensure the controls’ effectiveness and updates; and (iv) periodic presentations on progress and process assessments to the Audit Committee, the CEO and the CFO.

The Audit Committee, which is made up of independent directors, is responsible for overseeing the internal control system. At least quarterly, reports on relevant events and management indicators are presented to the Board, allowing the Company to know the results achieved and evaluate its performance. In addition, constant interaction is encouraged between the Board of Directors and management, with the participation of different areas to address specific questions and ensure monitoring of the year’s objectives. This interaction, enriched by the Board members’ qualifications and experience, facilitates open and sincere discussions on management.

Lastly, Pampa implements various initiatives to strengthen internal control, 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 to report suspected misconduct (Practice 23), the Clawback Policy, the Corporate Governance policies described in the Annual Report and this Appendix, and corporate risk management (Practice 17), among others.

The Board approves the corporate governance policies and oversees their implementation and effectiveness, as described in Practice 1. In this sense, management periodically reviews the existing policies and advises the Board on the need to review, update and/or modify them. In recent years, the Board of Directors has approved and/or updated several policies, such as the Policy against Fraud, Corruption and other Irregularities, Best Security Trading Practices, Related-Party Transactions, Material Information Disclosure, Compensation, Nomination, Dividends and Integrated Management.

In addition, the Board of Directors regularly monitors the operation of the Company’s Integrity Program and evaluates the need to have specific committees to implement different policies. If a committee is not required, the Board delegates its implementation and control to the corresponding area. In this way, the Company applies the recommended practice.

Board members devote exclusive time to management analysis and monitoring, supported by detailed pre-meeting information for efficient and informed decision-making. Likewise, the participation of some directors in executive functions facilitates daily contact with the administration, leveraging understanding and monitoring of daily operations.

Our Nomination Policy ensures that criteria such as independence, diversity, age, skills, experience, business and industry knowledge, as well as possible incompatibilities are considered when selecting Board nominees, thus guaranteeing a diverse composition.

Moreover, the Board and its Committees (Audit, Compensation and Nomination) have internal rules available on our website, regulating their functions, responsibilities and meetings, ensuring the application of the recommended practice.

The Company applies the recommended practice since it has a Corporate Secretary’s Office responsible for convening and coordinating the Board and its Committees’ meetings, as established in the Board of Directors’ Rules and Regulations. Meetings are conducted as per current regulations and with the necessary documentation for prior analysis. The complete process is always performed under the supervision of the Board’s Chair and the respective Committees⁽²⁾.

Annually, Pampa’s Board performs a self-assessment through a questionnaire analyzing its performance and management. Each member completes the questionnaire, and the executive legal affairs department will review the results to propose performance improvements, if necessary. This process allows for optimizing the Board’s functioning, thus applying the recommended practice.

The Chair leads the Board of Directors’ meetings to ensure their orderly progress and proper development, coordinating the body’s correct functioning through its Corporate Secretary’s Office. In their absence, the Chair is replaced by the Vice-Chair or, in the latter’s absence, by another Board member. Meetings are convened in accordance with the terms established in the body’s rules and regulations, ensuring a proper analysis of topics.

Directors with executive functions are in permanent contact with Pampa’s different areas, ensuring a comprehensive business vision and constant updating. In Board meetings, members of the different departments are invited to answer queries on specific topics, warranting monitoring and follow-up of the goals set for the fiscal year. This update extends to the Audit Committee’s independent directors.

The Company implemented a continuous training program for Board members in different key management areas. In fiscal year 2024, updates on cybersecurity and other strategic topics were provided for the Board and the Audit Committee. This process will continue in fiscal year 2025.

Pampa applies this practice through the Board’s Corporate Secretary’s Office, integrated into the executive legal affairs department, whose main duties are: (i) coordinating the Board meetings’ agendas with the Board’s Chair and members, as well as with management, prioritizing key management areas; (ii) organizing and sending in advance the necessary information for meetings; (iii) coordinating the drawing up, dissemination and approval of the meetings’ minutes; (iv) facilitating communication among Board members, management and their counselors; (v) filing the Board meetings’ documentation; (vi) providing administrative support to the Committees created under the Board’s scope; (vii) coordinating Shareholders’ Meetings, the shareholders’ registry and directors’ participation; (viii) preparing, updating and sending the onboarding program for new Board members; and (ix) performing administrative procedures associated with the Board, the Committees and the Shareholders’ Meeting. These functions are carried out under the supervision of the Chair, who remains focused on their strategic role.

Although the Company does not have a formal succession plan, it applies a defined principles-based approach. In evaluating the organizational structure, the Board has appointed the CEO and CFO, considering their track record and capabilities. It is worth highlighting that the Board Chair’s role is independent of the CEO’s. In this sense, the Board’s Chair, together with the human resources department, defines the competencies and values that a future CEO must have in line with the Company’s mission, vision and values. Currently, the implementation of a succession plan is not deemed necessary.

The Company applies the recommended practice since, as of the issuance of the Annual Report, the Board of Directors has 5 independent directors and 5 independent alternate directors. Besides, as indicated in Practice 3, the Audit Committee is composed exclusively of independent members, exceeding the majority requirement required by local regulations.

Pampa’s Board of Directors approved the Nomination Policy, which establishes the creation of the Nomination Committee to assist in the Board members’ nomination and appointment process. This committee, which reports to the Board, is composed of 3 regular members and an equal or lesser number of alternates. Its Chair is an independent director as per the CNV Rules, thus complying with the recommended practice.

Pampa’s Board approved the Nomination Policy, which sets the independence, incompatibilities and diversity guidelines applicable to its Board members. Under this policy, a Committee was created to manage the candidates’ identification and evaluation, assisting the Board and shareholders in the election of candidates during the Shareholders’ Meeting as per current regulations, especially Section 12 of Pampa’s Bylaws, which establishes the selection through lists to ensure greater transparency in the process.

The Committee also makes a prior and non-binding assessment of the nominees proposed by the Board, considering factors such as independence, diversity, age, skills and experience, always under objective criteria and within an equal-opportunity framework. Currently, the Board is composed of professionals from various areas, such as economics, business administration, finance, engineering and law. Out of the 20 directors, 11 are women (4 regular and 7 substitute directors). All directors receive the same compensation, promoting an inclusive culture that advances analysis, discussion, and fair decision-making. In this way, the Company applies the recommended practice.

The Company applies the recommended practice since the Board, through its Corporate Secretary’s Office, offers new members an onboarding program that includes a general overview of the Company and its main corporate bodies, corporate governance practices, Code of Conduct, and main policies. The documentation and information necessary for exercising the position are provided, and they are included in the Board’s distribution list, which allows them to receive the documentation before their first participation. To complement the training, meetings are organized with each area’s leaders to clear doubts and become familiar with the Company’s business. Pampa’s managers are available to provide answers on and supplement any required information, in line with the permanent interaction set out in Practice 8 in Appendix I of this Annual Report.

In line with our Compensation Policy, Pampa has a committee assisting the Board and/or the Shareholders’ Meeting in determining the Board’s compensation and designing and following up on compensation and/or benefit policies and/or plans. This policy establishes that the directors’ compensation must be aligned with domestic peer companies’ standards.

The Compensation Committee, which reports to Pampa’s Board, consists of three regular members and an equal or smaller number of alternate members, none of whom may hold executive functions at Pampa. Currently, all of its members are independent, ensuring compliance with the recommended practice.

As part of the recommended practice, our Compensation Policy establishes that the Compensation Committee should issue a prior opinion on the Directors’ compensation, ensuring that it is competitive in the market and complies with applicable regulations. This opinion is submitted to the Board of Directors and the Shareholders’ Meeting. It is worth highlighting that this recommendation does not impact the benefits policy applicable to the rest of Pampa’s employees.

Pampa’s compensation and benefits policy seeks to balance external competitiveness and in-house equity, adjusting the salary structure and benefits through market surveys. For the main officers, including Pampa’s CEO and key staff, in 2017, the Board approved variable compensation plans to align its performance with the Company’s strategic plans, linking compensation to shareholder value creation.

Pampa comprehensively manages the risks that may affect the organization and stakeholders. To such effect, it has several standards in place:

• The Business Risk Management Policy, approved by the Board of Directors, establishes the responsibilities, functions and methodology for managing the risks that may impact the Company. Its focus comprises financial risks, and its results are presented to the Audit Committee and management.
• At the operational level, the Risk Management Procedure defines how to identify, assess and mitigate threats to the safety of people, the environment, and the Company’s assets and reputation. Supplementarily, the Risk Management Matrix (RMM) allows for the measurement and management of operational risks with homogeneous criteria, prioritizing critical risk reduction.
• In environmental matters, the Risks and Potential Impacts on Biodiversity Management Procedure addresses risk management and impacts on biodiversity at all stages of the Company’s projects and operations life cycle.
• For assets and data protection, the Information Security Policy establishes guidelines to safeguard technology, information and identities, maintaining confidentiality, integrity and availability and minimizing associated security risks. Moreover, the Asset Assurance Policy seeks to identify and mitigate security risks that may affect Pampa’s teammates and assets.
• The Risk Analysis and Assessment Study Procedure guarantees the quality of procurement and contracting processes by identifying threats and managing associated risks.

All detected risk factors are disclosed in the Risk Factors section of document 20-F filed with the SEC. Pampa applies the practice in the way described.

Pampa applies the recommended practice since the internal audit department reports functionally to the Audit Committee and administratively to the CEO.

At the beginning of each fiscal year, the internal audit area submits its annual work plan for review and approval, together with the necessary resources for its implementation. Quarterly, it reports to the Committee on the plan’s progress, the work carried out and the most relevant findings. Annually, the Audit Committee evaluates the internal audit’s independence and performance in its areas of competence, disclosing its conclusions in its annual report.

The Company applies the recommended practice under Practice 18 as it provides for the internal audit department to report directly to the Audit Committee, which evaluates its independence annually.

This department is made up of highly qualified professionals in terms of both training and experience in the field. It operates under governing rules aligned with the best practices and standards suggested by The Institute of Internal Auditors. To fulfill its duties, it has unrestricted access to the Company’s records, files, documents, assets, officers and teammates. It has the power to audit all organizational levels, including management autonomously.

Pampa complies with the recommended practice as it has an Audit Committee acting based on its rules, which establish its functions and operating standards. As mentioned in Practice 3, the Committee is composed entirely of independent directors, exceeding the local independent majority requirement. The Board of Directors seeks to ensure that most Audit Committee members have professional financial and/or accounting expertise, an aspect assessed when nominating new members and taken into consideration by the Nomination Committee in its prior opinion.

Its main functions include (i) expressing its opinion on external and internal auditors’ appointment and performance; (ii) supervising the internal control system and risk management; (iii) rendering its opinion on related-party transactions for a relevant amount disclosed to the market under the legal regulations in force; (iv) expressing its opinion on the compensation proposed by the Board; (v) rendering its opinion on the conditions for the issuance of shares or convertible securities in the case of a capital increase; and (vi) checking compliance with the applicable standards of conduct. Moreover, the Committee must appoint one of its members as a financial expert, as required by Section 407 of the Sarbanes-Oxley Act.

Every year, the Audit Committee assesses the external auditor’s independence, planning and performance during the presentation and publication of Pampa’s annual FS. The assessment is based on objective indicators such as quality of reports, key audit issues, use of technology, responsiveness and industry experience, among others. Under Section 18, Title V, Chapter III of the CNV Rules (restated in 2013) and the Audit Committee’s internal rules, an informed opinion is issued in this regard.

During the year, the Committee meets quarterly with the external auditors to discuss the Company’s FS and other relevant matters. Pampa also implements an external auditor’s services pre-approval process, establishing an internal process that guarantees compliance with regulations and allows the Committee to pre-authorize any service requested by the Company or its subsidiaries. In this way, the Company applies this practice.

Pampa has a Code of Conduct that guides decision-making in daily activities and defines how to meet challenges and the principles to ensure a service of excellence for our customers and to strengthen relationships with suppliers, teammates, shareholders, authorities, intermediate organizations and the community at large.

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

Pampa applies the recommended practice through its Integrity Program, which groups internal actions, mechanisms and procedures to promote integrity and prevent, detect and correct possible irregularities and illegal acts. This Program has been designed per the mandatory and optional requirements provided in Sections 22 and 23 of Law No. 27,401 and applicable regulations.

The Board has appointed Pampa’s internal audit department as responsible for leading, developing, coordinating and supervising the Program. Existing mechanisms include the Ethics Hotline, a confidential and exclusive channel to report irregularities or violations of the Code of Conduct, which is available via telephone, chat, e-mail, and website. An external provider operates this channel to ensure transparency and protect information integrity.

Received complaints are analyzed under specific policies and procedures, including the Procedure for Handling Complaints. The channel is managed by the Audit Committee, which delegates its management to the internal audit department. In turn, this department reports quarterly to the Committee on the cases received and the resolutions adopted. The Committee supervises the channel’s functioning and the management of complaints on issues within its authority.

The Integrity Program is complemented with key policies, such as (i) the Policy against fraud, corruption and other irregularities, which reaffirms transparency and business ethics; (ii) the Conflicts of interest policy, which defines these cases and the procedures to be observed; and (iii) the Gifts, entertainment and travel paid to/by third parties policy, which establishes clear criteria for their acceptance and maximum values, as well as the procedure for requesting exceptions.

These provisions, together with the Code of Conduct, include clauses on the obligation to report any suspected or evidenced violation of laws and/or regulations, as well as the prohibition of retaliation against anyone filing a report in good faith or refusing to participate in acts of corruption. In fiscal year 2024, the Company implemented several actions targeted at all teammates to disseminate and raise awareness of the Program.

The Code of Conduct establishes that all covered parties should avoid conflicts of interest, i.e., situations where personal interests interfere or appear to interfere with responsibilities towards Pampa, affecting the objectivity of decisions. To regulate these cases, the Conflicts of Interest policy defines what is considered a conflict of interest at Pampa and describes the procedures to ensure compliance with the law and internal policies to prevent fraud, corruption and other irregularities.

Pampa also has a policy on related-party transactions that regulates all high-value transactions for an amount equal to or higher than 1% of Pampa’s shareholders’ equity and involves individuals and/or legal entities deemed related parties under Section 72 of the CMA. These transactions must be subject to a specific prior authorization and control procedure, coordinated by the executive legal affairs department, involving both the Board of Directors and the Audit Committee, as appropriate. This policy is in strict conformity with current regulations.

In compliance with these regulations, Pampa discloses its contracts with related parties in its annual and quarterly FS. Additionally, all high-value transactions are evaluated by the Audit Committee and immediately reported as a ‘relevant event’ to the CNV and the markets where Pampa is listed.

The Audit Committee is responsible for informing the market about transactions that may generate a conflict of interest with members of corporate bodies or controlling shareholders. Also, when required by law, it issues a well-founded opinion on related-party transactions and communicates any potential conflict of interest at Pampa. When a Board member has a personal interest in a matter, they must abstain from voting. In this way, the Company applies this practice.

Pampa applies the recommended practice as it has a website with a dedicated ‘Investors’ section, where it constantly updates information relevant for shareholders and the investing public at large, such as FS, filings with regulatory agencies (SEC and NYSE), relevant events and corporate governance policies, among others. Besides serving as an information repository, the site allows for managing queries handled by the investor relations and sustainability team.
To strengthen communication and transparency, Pampa also uses several social media platforms (Facebook, Instagram, Twitter and LinkedIn) to share relevant information about the organization and its performance.

At Pampa Energía, proximity, transparency and cooperation are fundamental pillars for building solid and long-lasting relationships with our internal or external stakeholders. Following the AA1000SES Accountability guide, the materiality analysis performed for the last Sustainability Report, the Strategy Map, the Balanced Scorecard and the GRI sector standard for oil and gas companies, we have identified our main stakeholders according to their responsibility, influence, proximity, dependence and representation.

The Sustainability Report, published annually and available on our website, details these groups and the communication channels used to maintain a fluid dialog:

• Teammates: meetings with management, Conecta, institutional website pampa.com, ethics hotline, Sustainability Report, Microsoft Teams messaging network and social media.
• Government: accountability under regulations in force, Annual Report and FS, 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, 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 and gatherings with suppliers, ethics hotline, institutional and supplier website, Sustainability Report, SAP ARIBA platform and social media.
• Customers: institutional and customer websites, customer service channel, ethics hotline, Sustainability Report and social media.
• Corporate associations: ethics hotline, industry chambers’ 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.

Given our broad geographic presence and operational complexity, each asset maps its key audiences and adapts its relationship-building strategy to generate a positive social impact on local communities.

Through the Strategic Map and the Balanced Scorecard, we define relationship-building priorities, set objectives and implement concrete action plans in our power generation assets in Buenos Aires, Bahía Blanca, Mendoza, Neuquén and Salta. This allows for more efficient, sustainable management with greater business and community impact.

In 2024, we reviewed and updated the Sustainability Report’s material topic identification process. This analysis evaluated the relevance of ESG aspects for both our stakeholders and the business, considering sector trends and reporting standards such as GRI and SASB. We applied a dual materiality approach, incorporating the ESG-related financial risk perspective. The process included the review of the materiality survey conducted in 2021, collecting more than 500 responses and 350 comments. This allowed us to prioritize the most relevant reportable impacts and identify 34 ESG topics, grouped into 13 material topics, introducing ‘Child labor’ for the first time compared to the 2022 Report. All material topics, together with key comments and opinions, were reviewed by the investor relations and sustainability department and presented to the Board. In this way, Pampa reinforces its commitment to best practices in this field.

When convening a Shareholders’ Meeting, the Board submits proposals for each item on the agenda, except in case there is a potential conflict of interest, where it abstains. All supporting information is made available to shareholders in a suitable time so that they can analyze and vote accordingly. Shareholders and the investing public can make inquiries through the formal channel mentioned in Practice 25. This allows them to attend the Meeting with accurate information on the topics to be discussed.

Beyond the Meetings, Pampa encourages a permanent and fluid dialog with its shareholders through (i) the communication channel mentioned in Practice 25; (ii) the investor relations and sustainability department, which responds to concerns; (iii) quarterly videoconferences to disclose results and interact with management; and (iv) participation of Board and management members in the Meeting, who are open to answering questions on the agenda and management once the formal items have been addressed. In the way described, the Company applies this practice.

Pampa places the proposals mentioned in the previous item at the shareholders’ and investors’ disposal through the media established by the regulatory bodies (ByMA, CNV, SEC) and the Company website ri.pampa.com. In addition, we offer communication channels to maintain a permanent and fluid dialog throughout the year. Moreover, Section 30 of the Company’s Bylaws allows for holding electronic Shareholders’ Meetings with the simultaneous transmission of sound, images and words. Therefore, the Company applies the recommended practice.

The Company has applied the recommended practice since the approval of its Dividend Policy in 2018. This policy seeks a balance between distributed amounts and investment plans, ensuring clarity, transparency and consistency so that shareholders can make informed decisions in compliance with the Company’s bylaws and the current regulations. The Board of Directors prudently assesses the possibility of paying dividends each fiscal year, considering the period’s economic conditions.