Pampa Energia(PAM) - 2021 Q4 - Annual Report

Key Information This section provides an overview of key financial and operational data, including exchange rates and a comprehensive analysis of various risk factors affecting the company's operations and financial performance Exchange Rates The Argentine Peso has experienced significant depreciation against the U.S. Dollar over the past several years, impacting the U.S. Dollar equivalent of the company's share price and any dividends paid Peso to U.S. Dollar Exchange Rates (Year-End) | Year Ended Dec 31 | Period End (Ps. per US$) | | :--- | :--- | | 2017 | 18.649 | | 2018 | 37.700 | | 2019 | 59.890 | | 2020 | 84.150 | | 2021 | 102.720 | - Exchange rate fluctuations directly impact the U.S. Dollar amounts received by ADS holders from cash dividends, which are paid in Pesos, and can affect the market price of the ADSs[31] Risk Factors The company faces a wide range of risks categorized into those related to Argentina's volatile macroeconomic and political environment, specific operational risks within the company and its business segments, and risks associated with its shares and ADSs Risks Related to Argentina The company's performance is highly dependent on Argentina's vulnerable economy, characterized by high inflation, currency devaluation, and political instability, with government interventions posing significant threats - High inflation remains a major risk, with the National CPI variation reaching 50.9% in 2021, affecting the company's costs, competitiveness, and the overall economic environment[65] - The Argentine Peso has been subject to significant devaluation, depreciating 22.1% against the U.S. Dollar in 2021, affecting results as revenues are largely in Pesos while a significant portion of debt is in U.S. Dollars[48][69] - Government intervention in the economy is a key risk, including measures like expropriation, price controls, and exchange controls which can adversely affect business operations and financial results[87][89] - The Argentine government has historically intervened in the electricity sector, implementing measures such as tariff freezes and enabling intervention in regulatory authorities through the Social Solidarity and Productive Reactivation Law[112][114] Risks Relating to our Company Company-specific risks include dependence on public concessions, reliance on key personnel, potential labor disputes, financial risks from currency exposure and debt covenants, and operational risks like cybersecurity threats and payment delays from CAMMESA - A significant portion of the business operates under public concessions from the Argentine Government, and their revocation or termination would materially harm the business[117] - The company faces cybersecurity risks, including cyber-attacks that could disrupt operations, leading to various measures taken in 2021 to improve security, such as training, assessments, and developing disaster recovery plans[126][128] - CAMMESA, the wholesale electric market administrator, could alter and delay payments to power generators, and any shortfall in its government-covered funds could impact the company's cash flow[134] - The company is exposed to uncertainty related to the phasing out of LIBOR, as some of its financing is indexed to this rate, potentially leading to disputes or increased expenses during the transition to alternative rates like SOFR[151] Risks Relating to Our Generation Business The generation business is exposed to risks such as electricity transmission constraints, potential payment delays from CAMMESA, regulatory changes affecting remuneration, and the critical availability and price of fuel, particularly natural gas - Electricity transmission constraints in Argentina can prevent the company from dispatching all generated power, which could adversely affect financial results[152] - The ability to collect payments from CAMMESA in a timely manner is a significant risk, with payments delayed from the standard 42 days to approximately 80 days since November 2019[159][160] - Thermal generation depends on the availability of natural gas, and supply disruptions or price fluctuations could materially affect operational results, especially since fuel supply has been recentralized under CAMMESA[166][167][169] - Hydroelectric generation can be negatively affected by poor hydrological conditions, which have been unfavorable since 2006, with 2014 water intake being over 60% lower than the 2006 peak[178] Risks Relating to our Oil and Gas Business The oil and gas business is subject to risks from government measures, including changes to the regulatory framework, export duties, and price controls that can limit profitability, alongside operational risks like concession non-renewal and commodity price volatility - The Argentine government has imposed significant changes on the oil and gas sector, including the nationalization of YPF and modifications to concession terms, royalties, and levies through Law No. 27,007[207][210] - Volatility in crude oil and natural gas prices presents a major risk, with recent price rises due to the Russia-Ukraine conflict contrasting with a collapse in early 2020 due to disputes and the COVID-19 pandemic[213] - Export duties and import regulations can negatively affect profitability, with the government imposing duties on hydrocarbon exports at a rate tied to the Brent crude price[216] - Estimating oil and gas reserves is a subjective process with inherent uncertainties, and actual recovered quantities may differ materially from estimates, which could adversely impact operational results[232][235] Risks Relating to our Shares and ADSs Investors in Pampa's shares and ADSs face risks related to Argentina's capital controls, which may restrict the ability to receive dividends and sale proceeds in foreign currency, and potential limitations on shareholder rights under Argentine law - Argentine government restrictions on converting Pesos to foreign currencies and remitting funds abroad can impair the ability of ADS holders to receive dividends and proceeds from sales[245] - Shareholder rights under Argentine law may be fewer or less well-defined than in other jurisdictions like the U.S., potentially disadvantaging holders of common shares and ADSs[248] - ADS holders may face practical limitations in exercising their voting rights due to the procedural steps involving the depositary, which can take longer than for direct shareholders[249] Information on the Company This section details the company's history, business segments, and strategic focus within the Argentine energy sector History and Development of the Company Pampa Energía S.A., incorporated in 1945, has evolved into Argentina's largest independent integrated energy company, significantly expanding through acquisitions and corporate reorganization to streamline its structure and focus on core energy value chains - The company was acquired by its current principal shareholders in 2005 to serve as a corporate vehicle for investments in Argentina[259] - A major milestone was the 2016 acquisition of 67.2% of Petrobras Argentina, which significantly expanded Pampa's presence in the oil and gas sector[260] - Since 2017, the company has been implementing a corporate reorganization strategy, merging various subsidiaries like Petrobras Argentina, CPB, and Pampa Cogeneración into Pampa Energía S.A. to simplify its structure and improve efficiency[261][272] Our Business Pampa Energía is Argentina's largest independent integrated energy company, with significant operations across power generation, oil & gas, petrochemicals, and holding interests in key infrastructure, strategically focusing on expanding its core generation and natural gas production assets Pampa Energía Business Overview (as of Dec 31, 2021) | Segment | Key Metrics | Value | | :--- | :--- | :--- | | Power Generation | Total Capacity | 5,331 MW (incl. expansions) | | | Thermal | 3,812 MW | | | Hydro | 938 MW | | | Wind Power | 206 MW | | Oil & Gas | Total Production | 51.8 k boe/d | | | Gas Production | 8.0 million m³/d | | | Crude Oil Production | 4.7 k bbl/d | | Petrochemicals | Styrene Capacity | 160 k tons/year | | | Polystyrene Capacity | 65 k tons/year | | Other Businesses | TGS Gas Pipelines | 9,231 km | | | Transener Power Lines | 21,414 km | Financial Performance by Segment (FY 2021) | Segment | Revenue (US$M) | Operating Income (US$M) | | :--- | :--- | :--- | | Power Generation | 656 | 350 | | Oil and Gas | 453 | 130 | | Petrochemicals | 490 | 45 | | Holding and Other | 22 | 54 | - A key strategic move was the sale of the company's 51% controlling stake in the electricity distributor Edenor, which closed on June 30, 2021, as part of a strategy to focus investments on core businesses: power generation and natural gas production[308][313] - The COVID-19 pandemic impacted operations, particularly in 2020, by reducing electricity demand, fuel demand, and oil/gas prices, with recovery noted in 2021 supported by government programs like Plan Gas.Ar and a rebound in economic activity[320][321][323] Our Generation Business As of December 31, 2021, Pampa's generation business had an installed capacity of 4,970 MW, representing approximately 12% of Argentina's total, with a portfolio dominated by thermal generation but actively expanding its hydroelectric and wind power assets Generation Assets Summary (as of Dec 31, 2021) | Technology | Installed Capacity (MW) | Market Share (%) | Net Generation 2021 (GWh) | | :--- | :--- | :--- | :--- | | Thermal | 3,826 | 8.9% | 15,252 | | Hydroelectric | 938 | 2.2% | 1,342 | | Wind | 206 | 0.4% | 838 | | Total | 4,970 | 11.6% | 17,433 | Committed Expansion Projects | Project | Technology | Capacity (MW) | Estimated Commissioning | | :--- | :--- | :--- | :--- | | CTEB | Thermal (CC) | 280 | Q3 2022 | | PEPE III | Renewable (Wind) | 81 | Q2 2023 | - The company's largest thermal generation plant is CTGEBA, with an installed capacity of 1,253 MW, representing 2.9% of Argentina's total installed capacity[266][339] - Pampa is expanding its renewable energy footprint with the PEPE III wind farm expansion, which will increase its capacity from 53.2 MW to 134.2 MW with an estimated investment of US$128 million[395] Our Oil and Gas Business Pampa's oil and gas segment focuses on developing profitable reserves, particularly unconventional gas, holding interests in 13 production blocks and 5 exploration blocks in Argentina, with proved reserves totaling 157 million boe as of year-end 2021 Oil & Gas Key Metrics (FY 2021) | Metric | Value | | :--- | :--- | | Proved Reserves | 157 million boe | | - % Natural Gas | 92% | | - % Proved Developed | 61% | | Average Daily Production | 51.8 k boe/d | | - Natural Gas | 283 million scf/d | | - Crude Oil | 4.7 k bbl/d | - The company's proved reserves increased by 11% in 2021, rising from 141.8 million boe at year-end 2020 to 157.0 million boe at year-end 2021, driven by extensions, discoveries, and positive revisions[450][451] - Pampa is a key participant in the Argentine government's Plan Gas.Ar, committing to produce significant volumes of natural gas to support domestic supply, including a base volume of 4.9 million m³/day and additional winter volumes in 2021[292][437] - The company's reserves estimation process is audited by the independent firm Gaffney, Cline & Associates, which audited 96% of Pampa's estimated proved reserves as of December 31, 2021[440][463] Our Petrochemicals Business Pampa's petrochemicals division is a key player in the Argentine market, operating as the country's sole producer of styrene, polystyrene, and styrene-butadiene rubber (SBR), with dominant domestic market shares and increased sales volumes in 2021 - The company is the only producer of styrene, polystyrene, and elastomers in Argentina, and the only integrated producer of plastics derived from oil production[514] Petrochemical Sales Volumes (in thousand tons) | Product | 2021 | 2020 | | :--- | :--- | :--- | | Styrene (incl. propylene & ethylene) | 57 | 47 | | SBR | 49 | 37 | | Polystyrene | 48 | 47 | | Others | 254 | 205 | - In 2021, 63% of petrochemical sales were to the domestic Argentine market, while 37% were exported[515] Our Holding and Other Business This segment comprises Pampa's significant indirect interests in key energy infrastructure companies, including a 29.2% interest in TGS (Argentina's largest gas transportation company) and a 26.33% indirect interest in Transener (operating 86% of the country's high-voltage electricity transmission grid) - Pampa holds a 29.2% direct and indirect interest in TGS, the largest gas transportation company in Argentina, which owns 9,231 km of gas pipelines[273][520] - The company has a 26.33% indirect interest in Transener, which operates approximately 86% of the high-voltage electricity transmission system in Argentina, covering 21,414 km of lines (including its subsidiary Transba)[273][541][544] - Pampa holds a 28.5% interest in Refinor, which owns a refinery in Salta with a capacity of 25,800 barrels per day and a network of 92 gas stations[273][571][572] - Both TGS and Transener have been impacted by tariff freezes and are in renegotiation processes (RTI) with the government, with transitory tariff updates granted to both companies in early 2022[565][567][568] The Argentine Energy Sector Argentina's energy sector is highly regulated and has been subject to significant government intervention, with recent efforts to address structural deficits through tariff adjustments and incentive programs, despite ongoing challenges from policies like tariff freezes Electricity Regulatory Framework The electricity framework, established by Law No. 24,065, has been heavily modified by emergency regulations since 2002, creating structural deficits in the Wholesale Electricity Market (WEM) by capping prices below generation costs, despite recent attempts to normalize the sector - The regulatory framework separates electricity into generation, transmission, and distribution, each with its own regulations, with the main regulatory authorities being the Secretariat of Energy (SE), ENRE, and CAMMESA[644][660] - The Social Solidarity and Productive Reactivation Law (Dec 2019) froze energy tariffs and enabled the President to intervene in regulatory authorities ENRE and ENARGAS[658] - The remuneration scheme for generation not covered by contracts was modified by SE Resolution 31/20, which converted prices to Argentine Pesos, with subsequent increases by SE Resolution 440/21 (retroactive to Feb 2021) and SE Resolution 238/22 in 2022[707][720][721] - Argentina aims for 20% of its energy demand to be met by renewable sources by 2025, driven by programs like RenovAr and the Renewable Energy Term Market (MAT ER)[745] Oil & Gas Regulatory Framework The oil and gas sector is governed by the Hydrocarbons Law, significantly amended in 2014 to promote investment, particularly in unconventional resources, with recent policies like Plan Gas.Ar incentivizing domestic natural gas production to reduce LNG imports - Law No. 27,007 amended the Hydrocarbons Law, introducing specific terms for unconventional hydrocarbon exploitation concessions (35 years), conventional concessions (25 years), and offshore concessions (30 years)[771][774] - The Plan Gas.Ar was created in November 2020 to promote Argentine natural gas production via a tender system, offering producers stable prices over a four-year term to reduce LNG imports[799] - Pampa was a successful bidder in Plan Gas.Ar, being awarded a base volume of 4.9 million m³/day at US$3.6/MBTU and additional winter volumes, committing to an investment of approximately US$250 million over four years[808][810] - Export duties on crude oil and LPG are in effect, with a rate that varies based on the international Brent price, capping at 8% when Brent is at or above US$60/bbl[834][841] Operating and Financial Review and Prospects This section provides a detailed analysis of the company's financial performance, liquidity, capital resources, and capital expenditures over recent fiscal years Results of Operations The company's financial performance is analyzed through comparisons of fiscal years 2021 vs. 2020 and 2020 vs. 2019, driven by energy prices, production volumes, regulatory changes, and macroeconomic factors, with the sale of Edenor significantly impacting consolidated results Consolidated Results of Operations (in millions of US$) | Metric | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Revenue | 1,508 | 1,073 | 1,340 | | Gross Profit | 553 | 410 | 529 | | Operating Income | 579 | 243 | 462 | | Profit (Loss) of the year | 238 | (468) | 800 | | Attributable to Owners | 273 | (367) | 692 | - The results from the Distribution of Energy segment (Edenor) are classified as discontinued operations following the sale of the company's controlling stake, which closed on June 30, 2021[904][907] Comparison of Fiscal Year 2021 and 2020 In 2021, Pampa's revenue from continuing operations increased by 40% to US$1.51 billion, and operating income more than doubled to US$579 million, driven by growth across all segments and a much lower impairment charge - Generation: Revenue increased 17% to US$656 million, mainly due to the commercial commissioning of CTGEBA's second combined cycle and higher demand in the Energy Plus market[908][909] - Oil and Gas: Revenue grew 54% to US$453 million, driven by a 61% increase in the average gas sales price (to US$3.6/MBTU) under Plan Gas.Ar and a 51% rise in the average oil price (to US$58.8/bbl)[927][928][929] - Petrochemicals: Revenue increased 84% to US$490 million, reflecting a substantial improvement in domestic and international reference prices and a 24% increase in sales volumes[943][944][945] - Discontinued Operations (Edenor): The energy distribution segment recorded a loss of US$75 million in 2021, a significant reduction from the US$592 million loss in 2020, which included a large impairment charge related to the sale[971] Comparison of Fiscal Year 2020 and 2019 In 2020, revenue from continuing operations fell 20% to US$1.07 billion, and operating income decreased 47% to US$243 million, primarily due to lower energy prices, reduced demand from the COVID-19 pandemic, and a significant impairment charge in the Generation segment - Generation: Revenue decreased 32% to US$559 million, primarily due to lower spot energy prices following SE Resolution N° 31/20 and the centralization of fuel purchases by CAMMESA[973][974] - Oil and Gas: Revenue fell 34% to US$294 million, impacted by lower prices and demand for both oil and gas resulting from the COVID-19 pandemic[991][992] - Petrochemicals: Revenue declined 17% to US$267 million due to lower sales prices linked to a decrease in international reference prices[1007][1008] - Discontinued Operations (Edenor): The segment recorded a loss of US$592 million in 2020, compared to a profit of US$197 million in 2019, primarily due to a US$589 million impairment loss recognized in anticipation of the sale[1029][1030][1851] Liquidity and Capital Resources The company's financial strategy focuses on maintaining solvency, an appropriate capital structure, and adequate liquidity, with total consolidated borrowings at US$1.44 billion and US$110 million in cash and cash equivalents as of December 31, 2021 Financial Condition Summary (in millions of US$) | Metric | Dec 31, 2021 | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | :--- | | Total Borrowings | 1,438 | 1,614 | 1,947 | | Cash and Cash Equivalents | 110 | 141 | 225 | Cash Flow Summary (FY 2021, in millions of US$) | Cash Flow Category | Amount | | :--- | :--- | | Net Cash from Operating Activities | 729 | | Net Cash used in Investing Activities | (474) | | Net Cash used in Financing Activities | (342) | - As of December 31, 2021, the company's debt maturity profile shows US$79 million due in less than one year, US$430 million due in 1-5 years, and US$929 million due in more than 5 years[1062] Capital Expenditures In 2021, Pampa's capital expenditures totaled US$264 million, primarily directed towards the Oil and Gas segment to develop gas reserves and meet Plan Gas.Ar commitments, with a planned US$379 million program for 2022 continuing this focus Capital Expenditures by Segment (in millions of US$) | Segment | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Generation | 39 | 61 | 240 | | Oil and Gas | 213 | 41 | 191 | | Petrochemical | 6 | 3 | 4 | | Holding and others | 6 | 2 | 3 | | Total (Continuing Ops) | 264 | 107 | 438 | | Distribution of energy (Discontinued) | - | 135 | 173 | - The 2021 capex was heavily focused on the Oil and Gas segment (US$213 million) to develop gas reserves for commitments under Plan Gas.Ar[1047] - For 2022, the Board of Directors has approved a capital expenditure program of US$379 million, which will be mainly focused on the gas segment and the PEPE III wind farm expansion project[1053] Directors, Senior Management and Employees This section outlines the company's corporate governance structure, including its Board of Directors, senior management, compensation policies, and employee information Directors, Senior Management and Committees The company is managed by a ten-member Board of Directors, with directors elected for three-year staggered terms, and has established an Audit Committee, a Nomination Committee, and a Supervisory Committee to oversee financial reporting, director nominations, and management compliance - The Board of Directors is composed of ten directors and an equal or smaller number of alternate directors, with five of the ten directors being independent[1069] Key Senior Management | Name | Position | | :--- | :--- | | Marcos Marcelo Mindlin | Chairman | | Gustavo Mariani | Executive Vice president - CEO | | Ricardo Alejandro Torres | Executive Vice president | | Damián Miguel Mindlin | Executive Vice president | | Horacio Jorge Tomás Turri | Executive Director of Exploration and Production | | Nicolás Mindlin | Executive director of finances (CFO) and M&A | - The company has an Audit Committee composed of three independent members, responsible for supervising internal controls, financial reporting, and the external auditors[1112][1113][1118] Compensation of Directors and Officers Director compensation is subject to Argentine law, limiting total remuneration to a percentage of net income, and the company has implemented a stock-based compensation plan and variable compensation agreements for main executives tied to market value appreciation - For the fiscal year ended December 31, 2021, the total compensation for Pampa's directors was set at Ps. 945,451,476[1135] - The company has a stock-based compensation plan to align employee and shareholder interests, using repurchased treasury shares to fulfill the plan[1136][1137] - Main executives have compensation agreements that provide for an annual variable compensation equivalent to 3.3% of the company's annual market value appreciation, capped at 1.65% of adjusted EBITDA[1140] Employees As of December 31, 2021, Pampa Energía had 1,937 full-time employees, with a significant portion of the workforce affiliated with a union and covered by collective bargaining agreements, maintaining a positive relationship with employee unions - As of December 31, 2021, the company had 1,937 full-time employees[1148] - Approximately 53.58% of the workforce is unionized and/or party to a collective bargaining agreement[1149] Financial Information This section covers the company's legal proceedings, contingent liabilities, and dividend policy Legal Proceedings Pampa Energía is involved in various legal proceedings in the normal course of business, with established accruals of US$106 million for potential losses as of December 31, 2021, covering customs disputes, labor claims, tax claims, and environmental claims - The company has established accruals totaling US$106 million as of December 31, 2021, to cover potential losses from various lawsuits and claims[1168] - Significant legal proceedings include customs disputes related to gasoline exports by Petrobras from 2008-2014, labor claims concerning a 'Compensatory Plan' for former employees, and a tax claim from AFIP for Ps. 54 million regarding the tax on liquid fuels[1169][1171][1173] - The company faces multiple environmental claims from various parties, including allegations of damage in the Austral and Neuquina Basins and along the Matanza-Riachuelo River Basin[1174] Dividends Pampa Energía did not declare or pay any dividends for the fiscal years ended December 31, 2019, 2020, or 2021, with any future distribution subject to the approval of the Shareholders' Meeting - No dividends were declared for the fiscal years ended December 31, 2019, 2020, or 2021[1186] The Offer and Listing This section details the trading history of the company's shares and ADSs, along with an overview of the Argentine securities market and its regulatory framework Trading History Pampa Energía's common shares are traded on the Buenos Aires Stock Exchange (BASE) under 'PAMP', and its American Depositary Shares (ADSs) are listed on the New York Stock Exchange (NYSE) under 'PAM', with the company conducting several share repurchase programs in recent years Share and ADS Price Range (2021) | Exchange | High | Low | | :--- | :--- | :--- | | BASE (Pesos per Share) | 171.50 | 73.20 | | NYSE (U.S. Dollars per ADS) | 21.28 | 12.17 | - Each American Depositary Share (ADS) represents 25 common shares of the company[1189] - During 2021, the Board of Directors approved share repurchase programs IX and X for a maximum of US$30 million each, with Program XI also approved in December 2021 for another US$30 million[1197][1198] The Argentine Securities Market The Argentine securities market is regulated by the Comisión Nacional de Valores (CNV), with Bolsas y Mercados Argentinos (BYMA) as the largest authorized market, and is subject to comprehensive regulations including the Capital Markets Law and anti-money laundering provisions - The Argentine securities market is regulated by the CNV, with BYMA being the largest authorized market[1206][1208] - Caja de Valores serves as the central securities depository, clearing house, and transfer agent for securities transactions in Argentina[1209] - The market is subject to strict anti-money laundering (AML) regulations, with the Financial Information Unit (UIF) overseeing compliance and requiring obligated entities to report suspicious transactions[1220][1222] - The Corporate Criminal Liability Law, effective March 2018, holds corporate entities criminally liable for offenses like corruption and bribery committed by their representatives[1243] Additional Information This section provides further details on the company's corporate bylaws, Argentine exchange controls, and the tax implications for shareholders Memorandum and Articles of Association Pampa Energía's bylaws outline its corporate purpose within the energy sector, govern shareholder rights including preemptive and withdrawal rights, detail procedures for shareholder meetings and director elections, and include mandatory public tender offer provisions triggered upon the acquisition of significant or controlling interests - The company's dividend policy allocates net income first to a legal reserve (5% of earnings until it reaches 20% of capital), then to director/committee fees, then to voluntary reserves, with the remainder available for shareholder dividends[1265] - Acquiring 35% or more of the company's voting stock triggers a mandatory public tender offer for 100% of all outstanding capital stock and securities[1283] - Acquiring over 50% of the voting stock (or the ability to remove a majority of directors) also triggers a mandatory public tender offer with a price determined by the highest of several valuation methods[1285] Exchange Controls Argentina has implemented significant exchange controls managed by the Central Bank (BCRA), imposing restrictions on accessing the official Foreign Exchange Market (MLC) for both inflows and outflows, including mandatory settlement of export proceeds, requirements for servicing foreign debt, and limitations on foreign currency purchases - There is an obligation to enter and settle foreign currency from exports of goods and services into the MLC within specified terms[1293] - Access to the MLC for repaying principal and interest on foreign financial debt is restricted and requires meeting several conditions, including demonstrating the initial entry of funds and adhering to specific timing[1294] - Debtors with principal maturities on foreign financial debt must submit a refinancing plan to the BCRA, generally allowing access to the MLC for only up to 40% of the maturing principal, with the remainder needing to be refinanced[1298] - To access the MLC, companies must submit a sworn statement confirming that their liquid foreign assets do not exceed US$100,000 and that they have not engaged in certain securities transactions (e.g., 'contado con liquidación') in the preceding 90 days and will not for the subsequent 90 days[1297] Taxation This section outlines the principal Argentine and U.S. federal income tax consequences for holders of Pampa's shares or ADSs, covering capital gains, dividend withholding tax, personal assets tax, and the company's Passive Foreign Investment Company (PFIC) status - Argentine Capital Gains: Income from the sale of shares by foreign beneficiaries is exempt from income tax if the shares are publicly traded and the beneficiary is not in a 'non-cooperating jurisdiction'[1310] - Argentine Dividend Tax: Dividends distributed from earnings accrued in fiscal years starting on or after January 1, 2018, are subject to a 7% withholding tax for foreign shareholders[1320][1321] - Argentine Personal Assets Tax: Argentine entities must pay a 0.5% personal assets tax on behalf of foreign shareholders, based on the equity value of their holdings[1330] - U.S. PFIC Status: Based on its financials and operations, the company believes it was not a Passive Foreign Investment Company (PFIC) for the 2021 taxable year and does not expect to become one for 2022[1358]