|1. Board of Directors Composition. Functions. Chairperson and Vice-chairperson.|
|A) The Shareholders’ General Meeting will appoint the members of the Board of Directors according to the Argentine Business Organizations Law No. 19,550 (the ‘ABOL’). Members will be appointed for the term and according to provisions of the Company’s Bylaws. The Shareholders’ General Meeting, or failing that, the Board of Directors, will appoint among the Board of Directors’ permanent members a Chairperson and a Vice-chairperson will replace the first one in case of his or her absence or impediment.
B) The appointment and/or recommendation to the Shareholders’ General Meeting for the candidacy of a person as a member of the Board of Directors shall be carried out according to the Company’s internal procedures.
C) The Board of Directors’ functions will be established by the Bylaws. Mainly, the Company’s general strategy will be established and the management will be supervised.
D) Upon joining the Board of Directors, each member will establish a special domicile, where all notices regarding this regulation will be deemed validly given. Furthermore, each member will provide at least one e-mail address to which the agenda of each meeting and, if applicable, the corresponding supporting material, will be sent.
|2. Exercise of office. Confidentiality.|
|A) a) The position of Director is personal. Directors should perform their duties with due diligence, prudence and discretion in full agreement with the provisions of the ABOL, the Rules of the Argentine National Securities and Exchange Commission and the Buenos Aires Stock Exchange (Mercados Argentinos S.A.) and all the other markets where the Company’s securities are listed for trading, ensuring at all times the safeguarding of the best interests of the Company and its shareholders as a whole.
B) All information Directors have access to is confidential and it should not be disclosed. Directors will be bound by a duty of discretion with regard to the Company’s business and any information on Pampa they have access to, and will comply in a timely manner with the Company’s rules, regulations and policies.
|3. Board of Directors’ Secretary|
|A) Board of Directors will have a Secretary who will assist in all matters related to the management of the Board.
B) Board of Directors’ Secretary will strive that the Board follows the correct procedures according to the Company’s Bylaws, the applicable rules and this Regulation. It may also assist the Chairperson in the organization of the Boards’ activities (including information, the preparation of the schedule and the presentation of reports for the meetings).
C) For that purpose, the Secretary will have a special mailbox which will be the official mean to convene the meetings and communicate with Directors.
D) The Secretary may be composed of one or more employees of the Company.
E) Board of Directors may delegate to the Board’s Secretary, in turn, the management and organization of its Committees.
|4. Convening of meetings, agenda, place for the holding of meetings|
|A) Board of Directors will meet at least quarterly.
B) The Chairperson, through the Board of Directors’ Secretary, will convene the meetings at least five calendar days in advance, stating the Agenda for the meeting and attaching the available supporting documents. In cases of urgency, the Chairperson may convene meetings with a shorter notice. In all cases, the notice to convene the meeting will be sent by e-mail to the address that each Director and Statutory Auditor indicate. The Chair may include in the meetings’ Agenda all issues requested by the Directors or Permanent Statutory Auditors prior to the meeting date.
C) Unless expressly stated otherwise, meetings will be held at the Company’s headquarters.
D) Quorum and majorities are governed by the provisions of Pampa’s Bylaws.
E) The Board of Directors may work with its attending members, or communicated with each other by other simultaneous means of transmission of sounding, images and words, computing to the effect of quorum and majorities not only the attending directors but also those participating at a distance.
F) Attendees will have to wait for fifteen minutes before adjourning the meeting due to not having quorum.
G) Meetings may only be attended by Permanent Directors and Permanent Statutory Auditors, and Company officers and/or counselors who are invited by the Board of Directors.
H) In case of not having quorum, Alternate Directors may take office replacing the absent Directors.
I) Directors will abstain from recording or filming the body’s meetings, unless it is explicitly requested and the majority of the remaining attendees authorize it.
J) Directors wishing their statements to be literally transcribed in the minutes must indicate so and submit a typed copy thereof to the Board of Directors’ Secretary.
|5. Provision of information|
|A) Whenever they deem it appropriate to illustrate their criteria for the consideration of topics concerning the Board of Directors, Directors may request their immediate background to the Chair. The Chair will place the applicable elements at the disposal of the petitioning Director, to such effect providing an appropriate office or room at the Company’s headquarters. Any additional or supplementary information must be requested to the Chair following the same procedure.
B) The Chair may appoint a Director or a senior officer to handle to the Director’s requirements and to channel his or her requests.
C) The required procedures will be fulfilled striving not to undermine the proper functioning of the Company and its staff’s discipline. To such effect, Directors must be informed by analyzing available elements, taking the data deemed relevant in their judgment. Directors must abstain from requesting special analyses, financial projections and any other information not ordinarily used in the Company.
D) It may not be allowed to withdraw books, documents, pieces or receipts, or their reproductions from the Company’s headquarters, without prejudice to any notes the petitioning Director may take.
|6. Minutes Book|
|A) The drafting of the minutes will be the Board’s Secretary’s responsibility, under the supervision of the Chairperson. An officer of the Company in charge of the Board’s Secretary will attend all the meetings, who will be in charge of taking the relevant notes and making the first draft of the minutes.
B) The wording of the minutes must contain a summary of the discussed topics, the voting direction and the adopted decision. No documents or statements not directly associated with the topic of debate may be incorporated in the text of the minutes. The Board of Directors may save through the Board’s Secretariat the documentation and presentations that are related with the topics discussed in the Agenda.
C) The Board’s Secretary will provide for the circulation of the first draft of the minutes among the Directors and Statutory Auditors by sending them to the informed e-mail addresses. Directors may submit their remarks to the Board’s Secretary within the term indicated by the latter. In case of not receiving any remark, it will be understood to mean that the Director does not have any remark regarding the draft sent. After receiving the remarks, the Board’s Secretary will make the amendments, extensions or clarifications that deems necessary and/or relevant. The Secretary will also draw up the final text which will be provided for the circulation again among all the Board and Statutory Audit members before it is transcribed in the minutes book.
D) Once copied, the minutes book should be signed by all those Director and Statutory Auditors who attended the meeting.
|Any amendment to this Regulation will require the approval of the Board of Directors.|
|8. Legal framework|
|Regarding matters not provided for in this Regulation, the Company will be governed by the provisions of its Bylaws, the ABOL, and the Rules of the Argentine National Securities and Exchange Commission and the Buenos Aires Stock Exchange.|