Approved by Pampa’s Board in 2018, this policy outlines the guidelines to be followed to reach a proper balance between distributed amounts and Pampa’s investment plans with the purpose of establishing a clear, transparent and consistent practice allowing shareholders informed decision-making, all of this consistent with the Company’s Bylaws and the applicable legal and regulatory framework in force.
| 1. Purpose |
| This Dividend Policy (the “Policy”) is designed in accordance with laws and regulations in force in Argentina and the Bylaws of Pampa Energía S.A. (“Pampa”). It establishes a set of guidelines to be observed in order to keep an adequate balance between distributed amounts and Pampa’s investment plans; aiming at establishing a clear, transparent and consistent practice which enables shareholders to make informed decisions. The Policy will be disclosed at Pampa’s “Investors” website. |
| 2. Dividend Distribution Decision-Making |
| 2.1. The decision to distribute a dividend is at the sole discretion of the Shareholders’ Meeting, based upon the Board of Directors’ recommendation. It is expressly set forth that the Company is under no obligation to distribute profits, and the Shareholders’ Meeting will have sole discretion regarding the determination and timing of a dividend distribution.
2.2. The Shareholders’ Meeting will determine the dividend amount to be distributed and it may establish the distribution method and timing. The Shareholders’ Meeting may fix a maximum distributable amount during the fiscal year, and it may delegate to the Board the power to determine the distribution timing and method as deemed fit and suitable. In addition, it may create special reserves for future dividend distribution, which may be later reversed if distribution thereof is deemed to be appropriate. 2.3. The decision to distribute a dividend will be made in a manner consist with a reasonable and prudent management practice. |
| 3. Conditions under which a dividend will be paid – Regulations and internal requirements |
| 3.1. Pursuant to Section 70 of the Argentine Business Organization Law (Ley General de Sociedades) (the “ABOL”), Pampa is required to allocate 5% (five percent) of its realized and liquid profits as reflected in the income statement for the fiscal year, up to 20% (twenty percent) of the capital stock, to a Statutory Reserve.
3.2. Pursuant to ABOL Section 224 “A dividend distribution or payment of interests to the shareholders is lawful only if made out of realized and liquid profits reflected on a financial statement for the fiscal year, which has been regularly prepared and approved.” In addition, Section 70 of such regulations establishes that in the event of a reduction in the statutory reserve for any reason whatsoever, no profits shall be distributed until such reserve is restored. Profits shall not be distributed either as long as losses from previous years are not covered, all in accordance with the provisions of ABOL Section 71. Therefore, to distribute a dividend Pampa is required to have liquid and realized profits based on a financial statement approved by the General Ordinary Shareholders’ Meeting and in the event of a reduction in the statutory reserve, it shall be restored. 3.3. Additionally, upon determining a distribution of profits, any potential contract limitations on the Company shall be contemplated. |
| 4. Eligible Shareholders |
| 4.1. The list of shareholders eligible for a dividend is prepared on the basis of Pampa’s register of shareholders kept by Caja de Valores S.A., address at 25 de Mayo 362, City of Buenos Aires.
4.2. Any declared dividend will be payable to the holder of record as of the date to be reported. |
| 5. Dividend Payment Procedure |
| 5.1. Pursuant to applicable laws and regulations, dividends shall be paid within thirty (30) calendar days of approval by the Shareholders’ Meeting. In addition, Pampa must report to the Argentine Securities Commission (CNV) that a dividend has been made available at least 5 (five) business days in advance.
5.2. If applicable, the relevant tax withholding will be made. |
| 6. Miscellaneous |
| 6.1. This document will be effective as from the date of approval by the Board of Directors.
6.2. If any amendments are made to the Legislation or Pampa’s Bylaws, such changes will have effect on the relevant parties in the event of any inconsistency within this document. |