enes


1. Purpose
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.
2. Composition
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. Appointment
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. Meetings
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. Notice of 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. Attendance at the Meetings
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.
7. Minutes
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.
8. Reports to the Board of Directors
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.
9. Powers
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.
10. Authority
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.
11. Compensation
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.