PAMPA ENERGÍA S.A.

Maipú 1,
(C1084ABA) Ciudad Autónoma de Buenos Aires
Argentina

June 16, 2022

To the beneficial owners, or representatives acting on behalf of beneficial owners, of the securities listed herein:


    CUSIP / ISIN / Common Code Number

Title of Security

144A:
CUSIP No.: 71647X AA5
ISIN No.: US71647XAA54
Common Code No.: 145502438

Regulation S:
CUSIP No.: P7873P AE6
ISIN No.: USP7873PAE62
Common Code No.: 145502446




7.375% Notes due July 21, 2023

* * *

Pampa Energía S.A. (“Pampa” or the “Company”) is considering undertaking a transaction to exchange the above-listed notes (the “Old Notes”) for
(i) a combination of new debt securities of the Company (the “New Notes”) and cash consideration, or
(ii) New Notes only, at the election of eligible holders (together, the “Exchange Offer”).
If you are a beneficial owner, or a representative acting on behalf of a beneficial owner, of Old Notes that is an “Eligible Holder” (as described below), please complete the attached Eligibility Certification and either submit it electronically or return it to D.F. King & Co, Inc. at the address set forth in the Eligibility Certification. If you are a beneficial owner of Old Notes that is not an Eligible Holder, you may not participate in the Exchange Offer, and you should not complete the attached Eligibility Certification.

An “Eligible Holder” is a beneficial owner of Old Notes that certifies that it is:

(a)   a “qualified institutional buyer,” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or

(b)   a person outside the United States who is:
(i)   not a “U.S. person” (as defined in Rule 902 under the Securities Act),
(ii)  not acting for the account or benefit of a U.S. person and
(iii) a “Non-U.S. qualified offeree” (as defined below), other than an “Argentine Entity Offeree” (as defined below), a “Non-Cooperating Jurisdiction Offeree” (as defined below) or an “Eligible Canadian Holder” (as defined below);
(c)   an Argentine Entity Offeree;
(d)   a Non-Cooperating Jurisdiction Offeree or
(e)   an Eligible Canadian Holder.
The definitions of “qualified institutional buyer,” “U.S. person,” “Non-U.S. qualified offeree,” “Eligible Canadian Holder,” “Argentine Entity Offeree” and “Non-Cooperating Jurisdiction Offeree” are set forth in Annex A.

In addition, if you are a beneficial owner of the Old Notes who is resident in Canada, or an authorized representative acting on behalf of such beneficial owner, that is an Eligible Canadian Holder (as defined in Annex A), please complete the additional section of the Eligibility Certification, which comprises the Additional Certification for Canadian Beneficial Holders, by checking the applicable box under 2(b)(i)-(xvi). For this purpose, a “beneficial holder” of Old Notes is considered to be a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a non-Canadian jurisdiction. If you are an Eligible Holder resident in Canada that is not an Eligible Canadian Holder, you may not participate in the Exchange Offer.

Please submit your responses as soon as possible in order to participate in the Exchange Offer. Please note that the ability of certain Eligible Holders outside the United States to participate in the Exchange Offer will be subject to the delivery of additional documentation to satisfy Argentine tax regulations. In particular, Argentine Entity Offerees and Non-Cooperating Jurisdiction Offerees who participate in the Exchange Offer are required to complete, sign and submit to D.F. King & Co., Inc. (acting as the Exchange Agent) a properly completed letter of transmittal.

I am an "Eligible Holder"

I am not an "Eligible Holder"

This letter is not an offer nor a solicitation of an offer with respect to the Old Notes nor creates any obligations whatsoever on the part of the Company to make any offer or on the part of the recipient to participate if an offer is made.

You may direct any questions to D.F. King & Co., Inc, Attn: Corporate Actions, at 48 Wall Street New York, NY 10005, telephone number: (877) 732-3617 (toll-free) or (212) 269-5550 (collect).

Very truly yours,

PAMPA ENERGIA S.A.

ANNEX A

“Qualified Institutional Buyer” means:

1.    Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:

(a) Any insurance company as defined in Section 2(a)(13) of the Securities Act of 1933, as amended (the “Securities Act”);

(b) Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or any business development company as defined in Section 2(a)(48) of the Investment Company Act;

(c) Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

(d) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

(e) Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended;

(f) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (1)(D) or (E) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

(g) Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”);

(h) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and

(i) Any investment adviser registered under the Investment Advisers Act.

2. Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;

3. Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;

4. Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. “Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that, for purposes of this subparagraph:

(a) Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and

(b) Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser (or depositor);

5. Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and

6. Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

For purposes of the foregoing definition:

7. In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

8. The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market for purposes of the foregoing definition.

9. In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

10.     “Riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

* * * * * *

“U.S. person” means:

1. Any natural person resident in the United States;

2. Any partnership or corporation organized or incorporated under the laws of the United States;

3. Any estate of which any executor or administrator is a U.S. person;

4.   Any trust of which any trustee is a U.S. person;

5. Any agency or branch of a foreign entity located in the United States;

6. Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

7. Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

8. Any partnership or corporation if:

(a) Organized or incorporated under the laws of any foreign jurisdiction; and

(b) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

* * * * * *

“Non-U.S. qualified offeree” means:

1. in relation to each member state of the European Economic Area (the “EEA”):

(a) any legal entity which is a qualified investor as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”); or

(b) any other entity in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of the New Notes shall require the Company or the Dealer Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation; and

2. in relation to each member state of the EEA, not a retail investor. For the purposes of this provision the expression “retail investor” means a person who is one (or more) of the following:

(a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

(b) a customer within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

3. in relation to an investor in the U.K.:

(a) persons who are outside the U.K.

(b) any person who has professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”); or

(c) any person falling within Articles 49(2)(a) to (d) of the Financial Promotion Order; or

(d) any person to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated; or

4. in relation to an investor in The Netherlands, qualified investors (gekwalificeerde beleggers) as defined in Article 1:1 of the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht), or

5. any entity outside the U.S. and the EEA to whom the offers related to the New Notes may be made in compliance with all other applicable laws and regulations of any applicable jurisdiction.

* * * * * *

“Eligible Canadian Holder” means an Eligible Holder resident in Canada who is both an “accredited investor,” as that term is defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and a “permitted client,” as that term is defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

* * * * * *

“Argentine Entity Offeree” means:

1. A beneficial owner of Old Notes who is any of the following:

(a) corporations, including sole-member corporations, limited partnerships, in the portion that corresponds to limited partners, simplified stock corporations governed by Title III of Law No. 27,349 incorporated in Argentina, and limited liability companies;

(b) associations, foundations, cooperatives, entities governed by civil law and mutual aid nonprofits organized in Argentina in so far as the Argentine Income Tax Law (“ITL”) does not afford them another treatment for tax purposes;

(c) state-owned companies, for the portion of earnings that are not exempt from income tax; entities and organizations referred to in Section 1 of Law No. 22,016;

(d) trusts set up in Argentina in conformity with the provisions under the Argentine Civil and Commercial Code except for those where trustors are also beneficiaries (unless settlor-beneficiaries are Nonresident (as defined below) or the trust is a financial trust);

(e) financial trusts pursuant to the Argentine Civil and Commercial Code, as amended by Law 27,440 only to the extent that participation certificates and/or debt securities had not been placed through a public offering authorized by the Comisión Nacional de Valores, the Argentine Securities Commission (“CNV”);

(f) closed-end mutual funds organized in Argentina only to the extent that the quota shares had not been placed through a public offering authorized by the CNV;

(g) tax-transparent companies and the companies included in Sub-section b) of Section 53 and the trusts comprised in Sub-section c) of Section 53 of the Argentine Income Tax Law, who opt for paying tax in accordance with the provisions applicable to stock companies and thus satisfy the requirements for exercising such option; and Argentine permanent establishments of foreign persons.

(h) taxpayers included in Title VI of the ITL.

* * * * * *

“Non-Cooperating Jurisdiction Offeree” means:

Beneficial owners of the Old notes who are nonresidents (i.e., persons that do not qualify as tax residents under Section 116 of the Argentine ITL, the “Nonresidents”) and (a) are residents of any jurisdiction that has been designated as a non-cooperating jurisdiction (jurisdicción no cooperante); or (b) whose invested funds come from such non-cooperating jurisdictions, in each case as determined under applicable Argentine law or regulation.

Section 19 of the Argentine ITL defines “non-cooperating jurisdictions” as those countries or jurisdictions that have not entered into a tax information exchange agreement with Argentina or into an agreement to avoid international double taxation including broad exchange of information provisions. Likewise, countries having entered into an agreement with Argentina with the above mentioned scope, but which do not effectively comply with the exchange of information are considered “non-cooperating jurisdictions”. In addition, the aforementioned agreements must comply with the international standards of transparency and exchange of information on fiscal matters to which Argentina has committed itself.

Section 24 of Decree No. 862/19 lists the “non-cooperating jurisdictions” for Argentine tax purposes as of the date of this letter. Argentine tax authorities are required to report updates to the Ministry of Finance to modify this list:

1.    Bosnia and Herzegovina

2.    Brecqhou

3.    Burkina Faso

4.    State of Eritrea

5.    Vatican City State

6.    State of Libya

7.    Independent State of Papua New Guinea

8.    Plurinational State of Bolivia

9.    British  Overseas Territories Saint Helena, Ascension and Tristan da Cunha

10.  Sark Island

11.  Solomon Islands

12.  Federated States of Micronesia

13.  Mongolia

14.  Montenegro

15.  Kingdom of Bhutan

16.  Kingdom of Cambodia

17.  Kingdom of Lesotho

18.  Kingdom of Eswatini (Swaziland)

19.  Kingdom of Thailand

20.  Kingdom of Tonga

21.  Hashemite Kingdom of Jordan

22.  Kyrgyz Republic

23.  Arab Republic of Egypt

24.  Syrian Arab Republic

25.  People´s Democratic Republic of Algeria

26.  Central African Republic

27.  Cooperative Republic of Guyana

28.  Republic of Angola

29.  Republic of Belarus

30.  Republic of Botswana

31.  Republic of Burundi

32.  Republic of Cabo Verde

33.  Republic of Côte d'Ivoire

34.  Republic of Cuba

35.  Republic of the Philippines

36.  Republic of Fiji

37.  Republic of The Gambia

38.  Republic of Guinea

39.  Republic of Equatorial Guinea

40.  Republic of Guinea-Bissau

41.  Republic of Haiti

42.  Republic of Honduras

43.  Republic of Iraq

44.  Republic of Kenya

45.  Republic of Kiribati

46.  Republic of the Union of Myanmar

47.  Republic of Liberia

48.  Republic of Madagascar

49.  Republic of Malawi

50. Republic of Maldives

51. Republic of Mali

52. Republic of Mozambique

53. Republic of Namibia

54. Republic of Nicaragua

55. Republic of Palau

56. Republic of Rwanda

57. Republic of Sierra Leone

58. Republic of South Sudan

59. Republic of Suriname

60. Republic of Tajikistan

61. Republic of Trinidad and Tobago

62. Republic of Uzbekistan

63. Republic of Yemen

64. Republic of Djibouti

65. Republic of Zambia

66. Republic of Zimbabwe

67. Republic of Chad

68. Republic of the Niger

69. Republic of Paraguay

70. Republic of the Sudan

71. Democratic Republic of São Tomé and Príncipe

72. Democratic Republic of Timor-Leste

73. Republic of the Congo

74. Democratic Republic of the Congo

75. Federal Democratic Republic of Ethiopia

76. Lao People's Democratic Republic

77. Democratic Socialist Republic of Sri Lanka

78. Federal Republic of Somalia

79. Federal Democratic Republic of Nepal

80. Gabonese Republic

81. Islamic Republic of Afghanistan

82. Islamic Republic of Iran

83. Islamic Republic of Mauritania

84. People's Republic of Bangladesh

85. Republic of Benin

86. Democratic People's Republic of Korea

87. Socialist Republic of Vietnam

88. Togolese Republic

89. United Republic of Tanzania

90. Sultanate of Oman

91. British Overseas Territory Pitcairn, Henderson, Ducie and Oeno Islands

92. Tuvalu

93. Union of the Comoros