|Recommendation V.1: Ensuring that shareholders have access to the Issuer’s information|
Inform or Explain: Pampa’s CEO, on behalf of the Board of Directors and the investor relations area, organizes a conference call upon each closing and presentation of the Company’s annual and quarterly FS. In these conference calls, which may be attended by all shareholders willing to participate and the general investing public, information is provided on profits and losses and relevant events for the applicable period, and answers on specific doubts and queries are provided.
Inform or Explain: Pampa has a special area within its organization that receives questions and/or queries from its shareholders and/or the general investing public.
Besides, Pampa’s website has a special ‘Investors’ section containing all material information (FS, filings before regulatory authorities —including the SEC and the NYSE—, relevant events, corporate governance policies, etc.) for its shareholders and the general investing public. In turn, this special website section facilitates the channeling of queries.
|Recommendation V.2: Promoting active participation by all shareholders|
Inform or Explain: Shareholders are given notice of meetings through the formal means set out in the Bylaws and applicable regulations. Observance of these formalities to call for meetings is effective, and it does not undermine the principle of equal treatment to shareholders.
Inform or Explain: Pampa considers it is unnecessary and inappropriate to implement any kind of rules to ensure disclosure requirements before shareholders’ meetings since the Company strictly complies with the effective regulations in this matter. Along this line, Pampa guarantees shareholders the unrestricted exercise of the right to information, making available within the times specified in the applicable regulations, at its home office and also posted on its website, all relevant information and/or any information especially requested by a shareholder.
Inform or Explain: Pursuant to the provisions set out in the applicable laws and regulations, the Bylaws expressly state that, upon written request, shareholders representing at least 5% of capital stock may call for a meeting, specifying its purpose and reasons. These requests will be handled in such a way that the Board of Directors or the Supervisory Committee will convene the meeting for it to take place within 45 days of the date the notice of call is received.
To date, no shareholder or shareholder group representing at least 5% of Pampa’s capital stock has expressly called for a meeting.
Inform or Explain: Pampa has no policies in place to encourage the participation of major shareholders, thus abiding by the principle of equal treatment to shareholders, whether actual or potential.
Inform or Explain: When directors are nominated for office, shareholders do not usually require them to state their position for or against the adoption of a Corporate Governance Code.
|Recommendation V.3: Ensuring the one share one vote principle|
Inform or Explain: The implementation of a policy to promote the one share one vote principle is not applicable to the Company. This is because, pursuant to the Bylaws, shares are not divided into classes, and all of them confer the right to one vote.
|Recommendation V.4: Setting out protection mechanisms for all shareholders vis-à-vis company takeovers|
Inform or Explain: Pursuant to the provisions set forth in section 90 of the CMA, the application of the Public Acquisition Offer system is universal, thus comprising every company listing its shares on the stock exchange, such as Pampa. Furthermore, the Bylaws establish certain mechanisms applicable to the acquisition of controlling or significant interests.
|Recommendation V.5: Encouraging the Issuer’s shareholding dispersion|
Inform or Explain: Pursuant to information supplied to the market in compliance with the requirements set forth in section 62 of the ByMA Listing Rules, as of December 31, 2018, there is a controlling group at Pampa holding 19.38% of its issued capital stock and voting rights. Consequently, the remaining percentage of capital stock is scattered among the investing public, largely exceeding the 20% specification contained in this recommendation.
Moreover, in the last three years, it has been confirmed that more than 20% of the Issuer’s capital stock is dispersed in the market. Thus, in compliance with section 62 of the ByMA Listing Rules, the following percentages were identified in relation to the controlling group: (i) as of 12/31/18, 19.38%; (ii) as of 12/31/17, 17.89%; and (iii) as of 12/31/16, 20.16%.
|Recommendation V.6: Ensuring transparency of the Company’s dividend policy|
Inform or Explain: In 2018, Pampa’s Board of Directors approved the Company’s Dividend Policy, which outlines the guidelines 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 to make informed decisions, all of this in consonance with the Company Bylaws and the applicable legal and regulatory framework in force. Based on this policy, the Board of Directors assesses the possibility of paying dividends to Pampa’s shareholders on a prudential basis within each fiscal year, and evaluates thoroughly the economic circumstances prevailing at the time.
Inform or Explain: Although the Company has not put in place documented procedures to prepare the Issuer’s proposal for appropriation of retained earnings, Pampa’s Board of Directors draws up an informed proposal in conformity with legal requirements, which is included in the Annual Report.
The Shareholders’ Meeting held on April 27, 2018 resolved that profits recorded in the fiscal year ended 12/31/2017, amounting to AR$3,382 million, should be allocated as follows: (i) AR$116 million to the constitution of the Legal Reserve; and (ii) the balance, to increase the Voluntary Reserve.