Audit Committee - Pampa Energía

According to Section 109 of the Capital Market Act No. 26,831, Pampa has an Audit Committee integrated by three regular members, whom all hold independent status according to the independence standards set out in the Argentine National Securities and Exchange Commission (‘CNV’ or Comisión Nacional de Valores) Rules, they all hold an independent status. The Audit Committee members have professional expertise in financial, accounting, legal, and/or business matters.

Under the applicable legislation and its own Internal Regulations, the Audit Committee is responsible for compliance with the following duties, among others:

Supervising the operation of internal control and administrative/reporting systems, and the reliability of the latter and of all financial information or any other significant events that may be disclosed to the CNV and the markets, in compliance with the applicable reporting system;
Rendering opinion on any Board’s proposal appointing external auditors to be hired by the Company, and ensuring their independence;

Reviewing the plans submitted by external and internal auditors, assessing their performance, and issuing an opinion on the presentation and disclosure of annual financial statements, all under the CNV Rules. For the supervision of external auditor’s performance, the Committee may determine a series of objective indicators to assess their commitment, efficiency and independence;

Supervising the implementation of risk management information policies within the Company;
Providing the market with complete information on transactions where there may be a conflict of interest with members of corporate bodies or controlling shareholders;
Rendering its opinion on remunerations and stock options plans’ proposals for the Company’s directors and managers submitted by the Company’s Board;

Rendering its opinion on compliance with legal requirements and the reasonableness of conditions for the issuance of shares or convertible securities in capital increases with the exclusion or limitation of preemptive rights;
Issuing a well-founded opinion on related-party transactions in the cases provided by law, and disclosing it in compliance with law whenever there is an actual or alleged conflict of interest within Pampa;
Supervising the operation of a channel whereby the Company’s executives and staff may report reporting, internal control, and audit issues under the applicable provisions to such effect;
Providing any report, opinion, or statement required by the current regulations in force, with the scope and frequency required by such regulations, as amended, etc.;
Fulfilling all obligations provided for in the Bylaws, as well as laws and regulations binding the Company;
Checking compliance with applicable standards of ethical conduct; and
Drawing up an annual action plan for which it will be held accountable to the Board and the Audit Committee. The Audit Committee will submit this action plan within 60 calendar days from the beginning of the fiscal year.

At present, Pampa’s Audit Committee is composed as follows:

Independence: Expiration of the Mandate: 12/31/2024

Carlos Correa Urquiza, born on September 17, 1969, has been a member of Pampa Energía’s Board of Directors since April 2019. He currently serves as the Trading Desk in the finance area management of Banco Hipotecario SA. Previously, he held the position of Head of the back office department of Consultores Asset Management. Mr. Correa Urquiza holds a Master’s degree in Banking Management from CEMA University and a Bachelor’s Degree in Business Administration from Belgrano University.

These Regulations shall govern the operation of the Audit Committee, reporting to the Board of Directors of Pampa Holding S.A. (formerly, Frigorífico La Pampa S.A., hereinafter the ‘Company’) whose supervisory, disclosure, advice and recommendation duties shall be such as arise here from and any others assigned to it under the applicable laws and regulations in force.

The Audit Committee shall be a collegiate body formed by three regular members and three alternate members, who shall be elected among the members of the Company‘s Board of Directors by the simple majority of the Board’s members. All members of the Committee shall be independent members of the Company’s Board of Directors, according to the standards and criteria determined by the applicable regulations.

The Committee shall meet at least once every three months and more frequently, at the request of any of its members, whenever required by the circumstances and/or the bylaws. Meetings shall be called by its Chairman, indicating the matters to be transacted. Otherwise, the call may be made by any of the members of the Committee. The Audit Committee shall hold valid meetings with the absolute majority of its members. Decisions shall be adopted by simple majority of votes of its attendants. In case of a tie, the Chairman shall have a casting vote. In case of absence of any of its members, they shall be replaced by alternate members. The remaining members of the Board of Directors and the Supervisory Committee may attend the Committee’s meetings, where they shall have the right to speak but not to vote. The Committee, by grounded resolution, will be able to exclude them from their meetings. The members of the Board and the Supervisory Committee, managers, internal auditors and the representatives of the external auditors shall attend meetings whenever required, collaborate and grant access to inquired information. The development of the meetings and its recording in books shall comply with the same formalities as those applicable to the Board meetings under the Bylaws and the Law. The Audit Committee can be operative with its attending members, or each other connected through other simultaneous transmission means such as audio, video or words, therefore for quorum and majority purposes recording the physical and distance attendees. Its recording in books shall comply with the same formalities as those applicable to the Board distance meetings under the Bylaws and the Law. The members of the Audit Committee shall hold office for such term as fixed by the Board of Directors at the time of their appointment, and may not be reelected for the position of director for successive terms. Upon expiration of their tenure, they shall continue in office until their replacements are appointed. Termination of the office as director for any reason shall automatically result in the termination of the office as Audit Committee member. The Board of Directors may, by grounded resolution adopted by the majority, order the suspension or exclusion of any Audit Committee member who violates his or her duties, which conduct shall be assessed in accordance with the applicable law.

Following its organization, the Audit Committee shall appoint a Chairman and a Vice-Chairman at its first meeting. The Vice-Chairman shall replace the Chairman in case of resignation, death, disability, disqualification, removal or temporary or definitive absence. The election shall be made in all cases by absolute majority of the Committee members. The Committee has full powers to investigate into all matters within its authority as set forth in these Regulations or as required by the applicable laws. In performing its duties, the Committee shall have access to the any information and documentation required by it. The Committee shall have the following duties, in addition to those contemplated by the applicable laws: 1) Supervise the operation of the internal control systems and administrative-accounting system, as well as the reliability of the administrative-accounting system and all financial information or other material events submitted to the CNV and stock exchanges in compliance with the applicable disclosure regime. 2) Give an opinion on the Board of Directors’ proposal for the appointment of the independent auditors to be retained by the Company and control their independent status. 3) Review the independent external and internal auditors’ plans and evaluate their performance and issue an opinion thereon upon the presentation and publication of the annual financial statements, all in accordance with the CNV rules. 4) Supervise the observance of the Company’s policies regarding information about our risk management. 5) Provide to the market full information on transactions in which there is a conflict of interests with members of the corporate bodies or controlling shareholders. 6) Give an opinion on the reasonableness of the Board’s formulated proposals regarding fees and stock option plans for Company’s directors and managers. 7) Approve any proposal for compensation of the Company’s senior executive management —Messrs. Marcelo Mindlin, Gustavo Mariani, Damián Mindlin and Ricardo Torres (the ‘Senior Officers’)— to be submitted by the Board of Directors for their consideration, being entitled to make inquiries to internationally recognized compensation experts, with a view to ensuring that the Senior Officers receive a compensation similar to other persons in comparable positions in Argentina and abroad engaged in the business development, taking into account the contribution made by each Senior Officer and the Company’s general balance sheet and operating income statement situation. 8) Deliver an opinion on the observance of the legal requirements and the reasonability of the conditions of issue of shares or securities convertible into shares, in case of a capital increase that provides for the exclusion or limitation of preemptive rights. 9) Verify observance of the applicable standards of conduct. 10) Oversee a channel in which Company’s managers and personnel are able to file complaints related to reporting, internal control and auditing, in accordance with the applicable rules. 11) Deliver a grounded opinion regarding transactions with related parties in the events set forth in the applicable laws, issue a grounded opinion thereon and disclose such opinion to the investment community in compliance with the CNV rules, in all cases in which there is or might be an alleged conflict of interest in the Company. 12) Prepare, on an annual basis, an action plan for the fiscal year, an account of which shall be given to the Board of Directors and Supervisory Committee. The Audit Committee must present said action plan within the first 60 calendar days beginning the fiscal year. 13) Consider any other matters delegated to it in due course by the Board of Directors, as well as any other duties which are Within the authority of the Audit Committee under the law. 14) Issue any reports or opinions as required by the regulations in force, with such extent and frequency as determined by such regulations and any amendments thereto, etc. 15) Fulfill with all obligations imposed to the Audit Committee by the Company’s Bylaws and applicable rules and laws.