Compensation Committee

This Compensation Policy (the “Policy”) is designed in accordance with the laws and regulations in force in Argentina, the Bylaws and the Rules of the Nomination and Compensation Committee (the “Committee”), and it will provide guidance on the principles pursuant to which the compensation payable to the members of the Board of Directors of Pampa Energía S.A. (“Pampa”) will be made up and effected. It will be used by the Shareholders’ Meeting, the Board of Directors and the Committee as standard practice, and it may be amended as the case so requires based on the circumstances surrounding the individual performance of each member of the Board in each fiscal year. The Policy will be disclosed at Pampa’s Investor Relations website.

2.1. Pursuant to the Argentine Business Organization Law No. 19,550, as amended, (the “ABOL”), the maximum amount of compensation that Board members may benefit for any reason shall not exceed twenty-five percent (25%) of profits.

2.2. Such maximum amount will be limited to five percent (5%) if no dividend is distributed to the shareholders, and it will be increased pro rata based on the distribution, up to such cap if all profits are distributed.

2.3. For purposes of application of this provision, the values and limits will be calculated in accordance with the rules of the Argentine Securities Commission.

2.4. If any such limits are exceeded, compensation may be disbursed, provided that it is complied with the ABOL.

3.1. On an annual basis, the Board of Directors will propose to the Shareholders’ Meeting an aggregate amount of fees for all Directors for analysis. The Shareholders’ Meeting may authorize payment of fees in advance during the course of the fiscal year. If the so payment in advance exceeds the amount eventually approved by the Shareholders’ Meeting upon discussing the fiscal year, any excess amount shall be returned.

3.2. The compensation payable to the Board members will be consistent with compensation received by Directors at other comparable local companies. For such purposes, the aggregate amount will be previously submitted to the Committee for an opinion.

3.3. A fixed amount will be established to be payable to each Director. It may vary based on the tasks performed by each member within Pampa’s organization. Should a Director performing executive functions, he or she may receive additional amounts for his or her services as Pampa’s employee, in the form of a fixed or variable payment scheme or payable in stock or ADRs of Pampa. The total compensation to be approved by the Shareholders’ Meeting shall take into account these amounts pursuant to the rules of the Argentine Securities Commission.

3.4. The fees paid to the directors will be adjusted at least annually in accordance with an average of indexes reflecting changes in prices and on a comparative basis taking into account market adjustments.

Pampa will reimburse the Board members for any expenses incurred as a result of performance of their functions subject to standards of reasonableness, responsibility and timing, upon approval by the Chair of the Board of Directors in accordance with the procedures established for such purposes.

5.1. This document will be effective as from the date of approval by the Board of Directors.

5.2. If any amendments are made to the Legislation, the Rules of the Argentine Securities Commission or Pampa’s Bylaws, such changes will have effect on the relevant parties in the event of any inconsistency within this document.

These Regulations govern the functioning of the Compensation Committee (the “Committee”), reporting to the Board of Directors of Pampa Energía S.A. (“Pampa”). It will be disclosed at Pampa’s Investor Relations website.

The Committee will consist of 3 (three) regular members and equal or lower number of alternate members from the Board of Directors, who shall not serve in executive offices at Pampa. The Committee’s composition will be disclosed at Pampa’s Investor Relations website.

3.1. The members of the Committee will be appointed by the Board of Directors for a term of 3 (three) years, and they may be indefinitely re-elected, provided that the member of the Committee continues to be a Director and there are no restrictions imposed by the bylaws.

3.2. The Committee will designate a Chair from among its members, who will have the following functions, notwithstanding any other functions not listed herein and which are inherent to the position:
a) to call meetings of the Committee;
b) to establish the Agenda;
c) to chair the meetings of the Committee; and
d) to represent the Committee at the meetings of the Board of Directors and Shareholders’ Meetings when so called to participate.

3.3. In the event of absence, the Chair will be replaced by a member of the Committee designated by those present at the meeting.

4.1. The Committee will meet on an annual basis or more frequently if so required under the circumstances and requested by any of its members.

4.2. The meetings will be formally held to be valid upon attendance by a majority of the Committee members -present or communicated among each other by means of simultaneous transmission of sound, images and/or words.

4.3. The Secretary of the Board will serve as Secretary of the Committee and will assist by calling, preparing and holding meetings.

5.1. The notice and holding of the meetings shall comply with the same formal requirements applicable to the meetings of the Board of Directors as established in the Regulations of the Board of Directors, the Bylaws and the Law.

5.2. Notice of the meetings will be given by email, which shall be sent by the Secretary of the Board, along with the Agenda and any information and documents related thereto.

6.1. The meetings of the Committee will be attended by their regular members. In the event of absence of one or more regular member(s), they will be replaced by the alternate members.

6.2. The Committee may request that the directors, officers and/or employees of Pampa, or any other person whose advice may be requested, to attend the meetings and provide the relevant information as requested.

6.3. The Committee may exclude from its meetings any person deemed by it to be inappropriate.

The Committee is required to prepare minutes of its meetings and retain them. For such purposes, it will be assisted by the Secretary of the Board of Directors.
The minutes will be approved and signed by the members of the Committee who attended the meeting.

The Committee will report to the Board of Directors its conclusions, recommendations and any other matter as it may deem fit at least once a year. The reports to the Board shall be orally disclosed by the Chair of the Committee or any member designated by the Committee for such purposes.

The Committee will assist the Board of Directors and/or the Shareholders’ Meeting in:
a) matters related to compensation payable to the Board; and
b) preparation and follow-up on compensation and/or benefit policies and/or plans for the principal executive officers of Pampa who are members of the Board of Directors.

The Committee shall have the requisite powers and authority to discharge its functions and obligations, as set forth in the internal rules of Pampa or as recommended or required by applicable regulations. All employees shall cooperate directly with and upon any request of the Committee.

The members of the Committee will receive such fees as may be established by the General Annual Shareholders’ Meeting for their services as Directors and members of this Committee.