|This Nomination Policy (the “Policy”) describes the principles governing nomination and appointment of members of the Board of Directors of Pampa Energía S.A. (“Pampa”) and it is designed in accordance with the rules and regulations in force in Argentina, the Bylaws and the Rules of the Nomination and Compensation Committee (the “Committee”) that are applicable to the matter. It shall be approved and amended by the Board of Directors, upon consultation with the Committee. In addition, the Policy will be disclosed at Pampa’s Investor Relations website.|
|2. Powers of the Committee|
|The Committee will assist the Board of Directors in the nomination process by making recommendations for election of Board members as set forth in the Committee’s regulations.|
|3. Composition of Board of Directors|
|The business affairs of Pampa will be managed by a Board of Directors consisting of such number of regular and alternate members to be determined by the Shareholders’ Meeting, in accordance with the provisions of the Bylaws.|
|4. Independence and Incompatibilities|
|4.1. The Board of Directors is required to have among its members such number of independent directors as deemed necessary in compliance with applicable local and international legal rules and regulations. The independent status is determined on the basis of the guidelines set by the Argentine Securities Commission.
4.2. A director who, following his or her appointment as an independent director, becomes unfit for any reason that changes his or her status as such, must report it immediately to the Board. The Board of Directors will review its composition in order to maintain the number of independent directors required by applicable laws.
4.3. In relation to the incompatibilities preventing someone from being appointed to the Board, they are listed in the Argentine Business Organizations Law No. 19,550 (the “ABOL”).
|As established in Pampa’s Bylaws, independent directors may not be re-elected for a further term immediately following his or her expired term of office. The other members of the board of directors may be re-elected indefinitely without limitation.|
|6. Diversity and No Discrimination|
|6.1. In all areas across the company, Pampa promotes best practices regarding diversity and no discrimination, creating an environment free from any kind of discrimination based on race, color, gender or sexual orientation, union affiliation, religion or other differences.
6.2. Harassment or discrimination against any member of the Board of Directors or candidate under any circumstances based on any kind of prejudices will not be permitted, and comments or actions that are likely to give rise to a hostile environment among the members of the Board will not be tolerated. Equal opportunities will be offered to the candidates who, at the discretion of the Shareholders, the Board and the Committee, are duly qualified for the seat.
6.3. In order to comply with the foregoing, the Board of Directors may not be fully composed by persons with the same gender.
|7. Appointment of Members|
|Pursuant to the ABOL, the appointment of members to the Board shall be approved by the Shareholders’ Meeting, and such matter should be discussed on a case-by-case basis as part of the Agenda. Any candidate to fill a vacancy in the Board of Directors is required to comply with the procedure laid down in Section 8 hereof.|
|8. Nomination Process|
|8.1. Presentation of Candidates: Upon calling a Shareholders’ Meeting, the Board will propose the candidates to fill any vacancies in Pampa’s Board of Directors, in accordance with Section 12 of the Bylaws regarding staggered renewal and election based upon lists.
8.2. Committee: For these purposes, the Board of Directors will be assisted by the Committee. Any candidate to the seat of director must -as a prerequisite- be screened by the Committee, which will take into account factors such as independence, diversity, age, skills, experience, knowledge of the Company’s business and industry, among other eligibility requirements.
8.3. Reporting to the Committee: For such purposes, the Board will provide the Committee with:
8.4. The Committee’s opinion will not be binding on the Board of Directors or the Shareholders’ Meeting, but its recommendations will be communicated to the Shareholders’ Meeting at the time of voting for the election of the Board members.
|9. Recommendation of Candidates by the Shareholders|
|9.1. To nominate a candidate, pursuant to Section 12 of Pampa’s Bylaws, the shareholders who wish to do so are required to represent -individually or as a whole- at least 3% (three percent) of the capital stock. For such purposes, they must provide the Chair of the Board, or anyone who may replace him or her, with information on the proposed candidate or a list of regular and alternate candidates at least 5 (five) business days prior to the Shareholders’ Meeting at which the election will take place. The following information will be also provided along with the details on the candidates: (i) adequate documentation as evidence of the shareholding required to make the proposal and (ii) the information set forth in Section 8.3 (iii) for each candidate. The proposed list will be communicated by the Company to the market through the means established for such purposes at least 2 (two) business days prior to the Shareholders’ Meeting. In addition, it must be submitted to consideration by the Committee prior to the Meeting.
9.2. The proposal of candidates by shareholders pursuant to Section 12 of the Bylaws may be considered by the Board and added to the list of candidates proposed by it. Otherwise, they will be proposed in a different manner, for which purposes a separate list of candidates proposed by the shareholders will be prepared.
9.3. Cumulative Voting: If in any election of Directors there are shareholders who choose to exercise cumulative voting rights, the provisions of the ABOL and/or any rules governing such right will be applied. Those voting cumulatively are required to disclose, upon giving notice of exercise of the cumulative voting right, at least 3 (three) business days prior to the Meeting, the name(s) of the candidate(s) for election as Regular Director(s) and their respective Alternate member(s), along with the information set forth in Section 8.3 (iii). Proposed candidates will be previously considered by the Committee.
|10.1. This document will be effective as from the date of approval by the Board of Directors.
10.2. If any amendments are made to the applicable Legislation, the CNV Rules or Pampa’s Bylaws, such changes will have effect on the relevant parties in the event of any inconsistency within this document.