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Corporate Governance
Code of Business Conduct

1- Purpose

This Corporate Behavior Code (the "Behavior Code") has been adopted by the leaders of our organization and describes the commitments undertaken by each of us in relation to Pampa Energía S.A. (hereinafter, "Pampa").

It is a guide to inform about the way to deal with everyday problems related to corporate behavior. Notwithstanding, the same has not been written to cover all probable situations, or, as a code of laws, rules, policies, procedures and other standards connected to Pampa’s business. Pampa’s corporate policy focuses on the fulfillment and observation of the laws and rules in force as well as on Pampa’s applicable dispositions.

Employees should always act according to their common and good sense whenever a problem related to corporate behavior arises, and they should seek for orientation if they do not know how to act accordingly in any specific situation.

Ethical behavior and the application of moral principles such as honesty, justice, integrity, loyalty and cooperation, are the values on which Pampa’s business is focused, being them a constant concern of the organization and also the baseline for the staff performance.

The fulfillment of the rules incorporated in this Code shall guide our relations with the community, customers and suppliers, and at the same time, shall direct our action based on respect, responsibility and dignity.

2- Scope: Everyone´s Liability.

This Code shall be applied to all employees within Pampa, no matter which line of authority they belong to, its subsidiaries, and the subsidiaries of them: Inversora Nihuiles S.A., Hidroelectrica Nihuiles S.A., Inversora Diamante S.A., Hidroelectrica Diamante S.A., Inversora Ingentis S.A., Ingentis S.A., Corporacion Independiente de Energia S.A., Central Piedra Buena S.A., Pampa Generación S.A., Pampa Participaciones S.A. , Pampa Participaciones II S.A., Pampa Real Estate S.A., Dilurey S.A., Powerco S.A., Central Termica Guemes S.A., Transelec Argentina S.A., Citelec S.A., Central Térmica Loma de la Lata S.A., Dolphin Energia S.A., Ieasa S.A., Electricidad Argentina S.A., Empresa Distribuidora y Comercializadora Norte S.A., Central Hidroeléctrica Lago Escondido S.A., Pampa Renovables S.A., Petrolera Pampa S.A., Energía Distribuida S.A., and all such prospective Pampa’s subsidiaries, or subsidiaries of them (hereinafter "The Subsidiaries"), related companies or affiliates of Pampa and their Subsidiaries, members of the Boards of Directors and the Supervisory Committees of Pampa, its Subsidiaries and related companies or affiliates of Pampa, these last in matters related to their competence; and scholarship students and trainees (professional or students) belonging to Pampa or its Subsidiaries (hereinafter "The Staff").

These principles shall also be applied to Pampa’s relations with contractors and sub contractors, suppliers and consultants, according to national laws in force, and whenever compatible with the nature and mode of those relationships.

All of us at Pampa shall act with honesty, justice, integrity, professional care and with responsibility according to the attributed functions. To such purpose, we shall fulfill with the legal provisions and rules in force.

We are liable to observe and enforce the Behavior Code, with loyalty and good faith. Specifically, in our everyday behavior we shall:

2.1. Not drink or be under the effect of any alcoholic beverage or illegal substances during our work day.

2.2. Not act violently, do not curse, shout or beat.

2.3. Respect our co-workers’ rights.

2.4. Leave out any action or statement tending to generate hostility or intimidations.

2.5. Proscribe moral or sexual harassment.

3- Relationships with Customers, Internal and External

3.1. Our commitment with customers’ satisfaction shall be reflected in our respect towards their rights and in the search for solutions to their interests in particular, always according to Pampa’s purposes of development and profitability.

3.2. To such respect, we shall offer our customers an attention distinguished by courtesy, efficacy and efficiency, by offering them clear and transparent information. Our customers shall obtain answers, even when they were negative, to their requests, in an adequate way and within the terms expected by them.

4- Relationships with Suppliers

4.1. We are responsible for the keeping of a harmonic, respectful and polite treatment to suppliers. Consequently, under no circumstance whatsoever, we shall be disrespectful with them, nor even insult or defame them.

4.2. It is our obligation to respect and observe the suppliers’ rights.

4.3. The election and hiring of suppliers shall always be based on technical, professional, ethical and economic criteria, and they shall also take into account Pampa’s needs, being them conducted by pre accorded procedures.

5- Relationships with Shareholders and Investors

5.1. Relationships with Shareholders shall be based on the true, clear and timely communication of the information, which shall enable them to know about the activities and performance of Pampa, and in the search for results producing favorable impact in Pampa’s values.

5.2. We shall provide equal treatment to all Shareholders, seeing that no privileges are granted regarding the access to any kind of information whatsoever.

5.3. We shall protect the information which has not been publicly given out and which may affect every decision connected with investments.

6- Relationships with the Public Sector

It is our responsibility to observe and keep honesty and integrity in every contact with administrators and employees belonging to the Public Sector, avoiding that in every case, their behavior be improper.

Pampa promises to comply with any and all anti-corruption laws that may be applicable to it (including the U.S. Foreign Corrupt Practices Act). Specifically, it is prohibited to offer or give, directly or indirectly, any valuable items to a government officer, including an employee of any state-owned company, in order to influence on any act or decision in order for Pampa top obtain or retain a benefit or contract or to channel a contract or sale toward any person.

In addition, it is our duty to ensure that any agents engaged by us to perform business activities on our behalf are trustworthy and also comply with these rules.

7- Overall Relationships

7.1- When protecting Pampa’s interests, we shall act with trust and within the acting parameters of our enterprise, observing and keeping at all times, the highest ethical principles and the full respect of the laws and rules in force.

7.2. Pampa owns the responsibility to communicate frankly and efficiently with any interest group, by giving an equal treatment, so that they may have a realistic image of the Company, always through Pampa’s direction.

7.3. Pampa has undertaken the commitment to reveal a full, fair, detailed, updated and understandable information in all its public communications. No partner, who has not been duly authorized, shall give any interview and / or make public statements in the name of Pampa.

8- Integration with the Community

8.1. Pampa shall promote its integration with the community, with devotion and service spirit, acting with commitment and responsibility to preserve its welfare.

8.2. Pampa is allowed to support projects with community involvement, when they be duly authorized by the General Manager.

9- Commitments related to Quality, Security and Environment

9.1 Pampa and its Subsidiaries undertake the commitment to protect the environment, as well as the health and security of their employees. As part of such, they shall observe the laws and requirements related to environment, and health and security everywhere, within their scope of business. Such laws and regulations establish a minimum standard for the operation of their facilities and their practices.

9.2- All employees shall strictly agree with the law and regulations of application, as well as with the policies applied related to quality, environment, public security, safety and labor health of Pampa and its Subsidiaries. The non-fulfillment of such laws, regulations and policies may have a negative impact on the community and environment, and at the same time, it will bring about severe legal consequences.

10- Social Corporate Responsibility

Pampa shall repudiate labor or treatment conditions against the national and international laws and practices.

Pampa’s full respect for non-discrimination and freedom shall be observed and complied with by all and each one of Pampa’s members. It is an outstanding concern of Pampa, the permanent contact with the community within which its business is carried out.

11- Professional and Personal Integrity

Pampa’s Staff shall comply with their functions in an independent and objective way, focusing on the company’s interests. To such extent they shall:

11.1- Avoid any situation giving as a result a conflict between his personal interests and the organization’s, thus avoiding that his personal or familiar interests have an influence in his decisions and professional performance. Enterprises or people related to Pampa on a commercial basis shall be elected according to Pampa’s best interest and / or its Subsidiaries. The Staff believing that they may be involved in a conflict, whether real or apparent, shall accordingly make an analysis of such situation with his superior officer and communicate the same to the Human Resources Department.

Together with the Statement of Acceptance of the Code to be signed by the Staff in the form of Exhibit I to this Code, the Staff shall report whether there is any previous or current situation that could be deemed to be a conflict of interests and, in such case, they shall give notice of such circumstance. If any change occurs in the Employee’s situation that causes the Statement as submitted to be inaccurate, a revised Statement shall be delivered to the Human Resources Department.

11.2- Refrain from influencing in questions related to any businesses, companies, professional or other activities whatsoever in which Pampa or any of its subsidiaries directly or indirectly participate or have an interest.

11.3- Refrain from being part of any commercial relationship when any property belonging to any member of the Staff or else, any relative of him be involved, and that there exists any financial interest, or any risky situation for Pampa and / or its Subsidiaries due to the conflict of interest, whether real or apparent.

11.4 - Do not act as an intermediary or representative for the benefit of third parties, in operations in which the organization be involved.

11.5- Do not use the job for the own benefit, of for the benefit of any relative, in the exercise of his functions or in relation with third parties, anywhere within the organization, or else, exercise any kind of influence.

11.6- When dealing with Pampa’s suppliers, act according to the principles of economy and objectivity, loyalty and commercial transparence, carrying out the tasks with good manners, clear rules and equal relationships among the suppliers, considering, at all times, Pampa’s benefits.

11.7- Do not take any presents, or attentions of any kind from customers or suppliers which may be taken out as conditioning of his acts, exceeding the limits of a commercial relationship. No improper or non-equal advantage shall be promoted by giving out presents or making parties. Only the delivery or exchange of items of minor value shall be allowed, as a gesture of good will and trust in a commercial relationship. Staff, under no circumstance whatsoever, shall receive money as a present or goods easily changed for money. Such restrictions are also applied to Staff’s relatives.

11.8- Do not influence, offer influence, threaten the career, job or salary, with the purpose of getting any kind of benefit or personal retributions.

11.9- Act as it is expected, compatible with Pampa’s values and the search for results:

a- be aware of and be responsible for the mistakes carried out and communicate the same at once to his superior officer.

b- report and object to every action or orientation contrary to this Code and to Pampa’s principles and values, remaining the person who has committed such act in his good faith, unpunished.

c- make suggestions and good criticism taking into account, at all times, the quality labor improvement.

11.10- do not use properties, money, supplies, or other resources belonging to Pampa, with personal intentions, or for the own benefit, and protect Pampa’s properties.

11.11- Comply with Pampa’s Code of Best Practices for Subjects Related to Purchase and Sale of Negotiable Securities at the Stock Market, as approved by Pampa’s Board of Directors on June 14, 2007, which is applicable, among others, to Pampa Staff, having the Staff and employees accordingly signed up the statement accepting the abovementioned Code.

Such code has been written out by Pampa in order to avoid the act of insider trading, that is to say, the usage of Material Information which remains Non-Public (as defined in the abovementioned code) in order to obtain a benefit for his own or for others, directly or indirectly. Such code aims at avoiding misconducts contrary to transparency within the public offer scope since it refers to the purchase and/or sale of negotiable securities by the involved persons.

12- Professionalism and Relationships within the Labor Ambit

The Staff shall perform their functions for Pampa’s progress, with professionalism, through behavior rules. In order to comply with this, they shall:

12.1- Be up to date in regards to their labor requirements and be concentrated on, as regards Pampa’s project, the professional and efficient performance of their job. Directors, managers and department chiefs belonging to Pampa shall take special attention to the motivation and development of their colleagues, delegate responsibilities and encourage initiatives, evaluate results, transparency, and equal opportunity of chances when appointing a person and to encourage team work. They shall be conscious that their colleagues shall take them as an example, and consequently their actions shall be of reference for the whole team.

12.2- Relationships within the labor ambit shall be based on courtesy and respect. Make efforts to encourage team work, loyalty, trust and good manners, compatible with Pampa’s values and the search for good results.

12.3- Provide the superior officers with the proper and true information about their activities. They shall give any information related to situations, facts, misbehaviors, fraud or cheating with a customer, with Pampa, suppliers or other persons, understanding as cheating or fraud a statement that is out of reality.

12.4- Offer a kind and good treatment to customers and community in general, by giving clear and particular information, prosecuting any claim by the corresponding formal channels, establishing the customer’s attention diligently and timely.

12.5- Seek for the making out of facilities and works according to the rules of procedure in force, by making sure that they do not affect the environment and natural resources and public safety.

13- Confidentiality

13.1.-All the information known by the Staff within the internal scope of Pampa, and related to third parties, shall be considered confidential.

13.2- Professional Secrecy shall be kept in everything related to hiring of third parties or suppliers, offers presented by the summoned people shall not be revealed in order to keep equal possibilities in the hiring.

13.3- All Pampa private information, transmitted or else electronically stored, or known by other means to which they have access, shall be considered confidential and private of Pampa; the same shall not be revealed or disclosed, unless there is express authorization, when it may damage Pampa’s interests. Information shall not be used for the own benefit of any member of the Staff. Its usage for own benefit includes the usage of information to benefit a third person.

13.4-The Staff is bound to protect in a good way the confidential information to which they are entrusted to, by identifying it in an adequate way, keeping it at safe, in the right place and by limiting the access to it to only the people who may need it in order to comply with his tasks.

13.5- Staff shall make efforts to keep information confidential. Such obligations shall remain, even when they do not work for Pampa any more.

13.6- The commercialization of any information related to Pampa is forbidden.

13.7- Pampa owns the copyright over the information developed as consequence of the labor activity of the organization, unless there is written provision under agreement by the corresponding officers.

13.8- Pampa acknowledges and protects the privacy and confidentiality of its employee’s records, including their medical histories. Such records shall not be reviewed by any third parties unrelated to Pampa, unless the employee consents to such review in writing or if so required under the applicable laws or upon a judicial citation or order issued by a competent court or a demand from a judicial, administrative or legislative entity.

14- Control and Use of Assets

The Staff, in their respective competence ambit, shall be responsible for the good operation of the inner control and shall observe the fulfillment of the rules and procedures affecting such controls, by keeping the procedures updated at all times.

Inner control means: all policies, rules, procedures, automatic mechanisms and other means orientated to:

  • Promote the compliance with Pampa’s policies and rules;
  • Protect Pampa’s assets ,
  • Protect Pampa’s information.

14.1- The Staff shall observe the controlled usage of the organization’s assets and protect, at the same time, Pampa’s properties and assets from the unauthorized use, losses, thefts and wastage by reporting any of such situations whatsoever. Every member of Pampa’s Staff, within his respective competence ambit, shall take the necessary steps to exercise the proper control over Pampa’s properties.

14.2- No properties or rights from which Pampa be holder of, shall be acquired, directly or indirectly, excepted the case when they be offered by it, with clear criteria, or else, the sale be carried out by competitive bidding or auction.

14.3- Any voyage and institutional activities shall be the ones pursuant to the organization’s needs.

The Staff, when those events take place, shall not obtain any profit or loss and shall use Pampa’s money carefully by keeping an austere behavior.

14.4- Pampa holds all rights over any product developed as consequence of the labor activity, unless there is any express written provision under agreement by competent officers.

15- Information Technology

15.1- Pampa’s information systems, which include equipment given out to employees, are Pampa’s property. As well as any other Pampa’s property, the same is given out to develop Pampa’s activity.

15.2- Every employee is responsible for the usage of Pampa’s information system, which includes the usage of mail and internet, in an adequate way and pursuant to Pampa’s laws and policies.

15.3- Every communication and information transmitted by, or received from and created or stored in the information system (including disks, compact disks or other storage means) are considered to be Pampa’s documents and they belong to Pampa.

15.4- Pampa bears the right to audit every aspect of the information system under any reason whatsoever.

15.5- Even though a minimum personal usage of the information system is allowed, its usage is forbidden to send or receive messages or files which be deemed as illegal. It is also banned the sending out or receiving of any information of sexual kind, or tending to racism, of being abusive, offensive or irreverent. At the same time, unless expressly authorized by Pampa, the information system shall not be used in the name of religious matters or political matters, external enterprises and organizations or for activities which are not related to the services rendered by the employee to Pampa.

15.6- The Staff shall not be allowed to use in Pampa’s equipment software which is not specifically authorized.

15.7- According to their competence, the Staff is responsible for the adequate control of the information.

15.8- Pampa’s software shall not be used for any purpose alien to it.

16- Accounting Records and Reports

16.1- Commercial transactions of any kind shall only be executed by authorized employees. The same shall be accordingly registered in order to allow the making out of financial records and to reflect the pertinent liability clearly.

16.2- No unregistered fund shall be established or kept under any circumstance whatsoever.

16.3- Registries shall not be altered without authorization. No record in books shall be done in order to hide or simulate intentionally the real nature of a transaction.

16.4- People from the Staff in charge of carrying out supervision activities shall be responsible for the establishment and keeping of accounting controls in their respective responsibility areas.

16.5- In order to be able to count on the adequate registers (accounting, tax, health, environmental security ones) the Staff shall comply with and observe the laws and rules of application regarding the period of time to keep them.

16.6- It is necessary to observe the professional accounting and regulatory rules in force.

17- Personal Commitment

The employees shall devote themselves to the functions to be developed by them; the same shall not be compatible with others. The development of their functions is subject to the following obligations:

17.1- Those employees who carry out additional labor activities other than Pampa, and wish to continue with the same, whereas and if they do not affect the total availability of the employee to carry out with their functions in Pampa, are allowed to continue with them, out of their working hours for Pampa. Authorization shall be applied for to the Human Resources Department, if such activities may be seen as a conflict of interests, even when carried out at other times.

17.2- The offering of different positions to colleagues that brings about any political responsibility whatsoever, or which may condition the independence or professional commitment, shall be expressly authorized by the Human Resources Department.

17.3- The employee shall be available for the fulfillment of the functional and geographical mobility required by Pampa, notwithstanding the employer’s obligation to grant any necessary means for the performance of his functions.

17.4- Those employees who, as Pampa’s representatives, carry out tasks or assume remunerative posts, the sums to be collected shall be specially treated when considering his annual income, within the scope of Pampa’s remunerative policy.

18- Discrimination

18.1- Pampa has assumed the compromise to create a general environment free from discrimination, originated on race, color, sex, political, religious and gremial grounds.

18.2- Behaviors shall be distinguished at all times by respect and valuation of the human being, as a private, individual and dignified being.

18.3-Pampa shall not admit under any reason whatsoever that any employee discriminates or harasses on the grounds of prejudices of any kind, or any comments or actions tending to create or creating a hostile atmosphere.

19- Application

Whenever a colleague feels or is involved in a situation which can be classified as an interest conflict, or when he has reasons to believe that he has been victim of discrimination or harassment, or when he suspects or knows of the existence of facts which may affect Pampa, or opposed to or likely to be opposed to the principles arising from this Behavior Code or any applicable laws, he or she shall give immediate notice through any of the Reporting Channels described in the "Procedure for reporting alleged irregularities or instances of fraud in the Pampa Group".

The Human Resources Department shall be responsible for the notification of this Code to all Pampa’s colleagues.

Whenever a new employee is appointed, the Human Resources Department shall also have a copy of this document notified.

It will be a function of Pampa’s Managing Committee to verify the truthful fulfillment of the Behavior Code. Violation of the provisions of this Code may give rise to corrective measures, which may include the termination of the employment relationship. Breach of this Behavior Code may also constitute a violation of the applicable laws and result in the imposition of civil and criminal penalties on the Staff and/or Pampa.

No member of the Staff shall declare not to know this Behavior Code, or authorize, consent to or tolerate infringements to the same. No employee who in good faith reports a situation that is deemed to be contrary to the principles of this Behavior Code or any applicable laws shall be punished as a result of acting in such manner.

20- Legal Framework and Pampa’s Internal Standards

This Behavior Code shall be applied previous authentic notification to all the organization’s members, in agreement with the legal normative in force regarding the corresponding matters and Pampa’s internal standards.

Notwithstanding the abovementioned, this Code does not constitute a Labor Agreement and creates no contractual right whatsoever.


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Last Update on March 11, 2015

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