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MarketScreener Homepage  >  Equities  >  Buenos Aires Stock Exchange  >  Pampa Energía S.A.    PAMP   ARP432631215

PAMPA ENERGÍA S.A.

(PAMP)
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Pampa Energía S A : Call for meeting, agenda and Board's proposal for the Meeting on August 7, 2020

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06/29/2020 | 05:59pm EDT

Call to General Ordinary and Extraordinary Shareholders' Meeting to be held on

May 11, 2020.

Pampa Energía S.A. calls a General Ordinary and Extraordinary Shareholders' Meeting of the Company to be held on August 7, 2020, at 11 a.m., at first call, and in the case of the General Ordinary Shareholders' Meeting, at 12 noon, at second call to be held (i)

on-site at the Company offices located in Maipú 1, City of Buenos Aires, Argentina; or (ii) virtually by Microsoft Teams system according to the terms of General Resolution 830/2020 of the Argentine Securities and Exchange Comission to deal with the following Agenda:

  • 1) Consideration to virtually hold this Shareholders' Meeting according to the terms of General Resolution 830/2020 of the Comision Nacional de Valores.

  • 2) Appointment of shareholders to approve and sign the Meeting minutes.

  • 3) Consideration of: (i) the Merger of Pampa Energía S.A. with Pampa Cogeneración S.A. and PHA S.A.U. pursuant to Sections 82 et. seq. of the Business Companies Law and Section 80 et seq. of the Income Tax Law (as restated in 2019); (ii) the Non-consolidated Special Balance Sheet of Merger of the Company as of March 31, 2020 and the Consolidated Balance Sheet of Merger as of March 31, 2020, together with the relevant independent auditor's report and reports issued by the Supervisory Committee; (iii) the preliminary merger agreement; and (iv) the granting of authorizations to enter into the final merger agreement.

  • 4) Appointment of Mr. Diego Martín Salaverri as Alternate Director.

  • 5) Grant of authorizations to carry out the proceedings and filings necessary to obtain the relevant registrations.

NOTE 1: Shareholders shall send the relevant certificates evidencing the balance of their book-entry accounts, issued to such effect by Caja de Valores S.A., to Maipú 1, Ground Floor, City of Buenos Aires or by e-mail to legalcorporativo@pampaenergia.com, on any business day from 10.00 am to 6.00 pmuntil and including August 3, 2020. NOTE 2: According to the provisions of the Regulations of the Argentine Securities Commission, as amended in 2013, when enrolling to participate at the Meeting, the Shareholder shall report the following data: first and last name or complete corporate name; type and number of identity document in the case of natural persons or registration data in the case of legal entities, expressly indicating the Registry where they are registered with and its jurisdiction, domicile and type of domicile and phone and e-mail. The same information must be filed by any person who attends the Meeting as representative of a shareholder. NOTE 3: according to the CNV's General Resolution 830/2020 we inform that, in case the Social,

Preventive and Obligatory Social Distancing decreed by the DNU N° 297/2020 continues at the time of the Meeting, it can be virtually celebrated following the terms of this NOTE. With sufficient notice, we will inform the market if the Meeting will be on-site or virtually celebrated according to the normative and sanitary conditions. If the meeting is virtually celebrated, it will be done by Microsoft Teams, that guarantees: 1. Accessibility to all registered shareholders, with voice and vote; 2. Simultaneous transmission of sound, images and words thought the meeting; 3. The recording of the meeting with a digital support. We will send the instructions to connect to the meeting to those shareholders that registered to the Meeting will be sent the instructions to participate to the e-mail informed. Proxys must be sent FIVE (5) working days in advance of the meeting to our e-mail informed in NOTE 1. NOTE 4: Shareholders are hereby reminded that, in accordance with the Regulations of the Argentine Securities Commission, as amended in 2013, in the event of shareholders that are entities organized abroad, (i) information shall be given about the ultimate beneficial owners of the shares that comprise the capital stock of the foreign company and the number of shares that shall be voted by them, stating first and last name, nationality, actual domicile, date of birth, national identity document or passport number, taxpayer identification number (CUIT), worker's identification number (CUIL) or any other form of tax identification and occupation, and (ii) proof shall be submitted of their registration pursuant to the terms of Sections 118 or 123 of the Business Companies Law No. 19,550, as amended, and the representative appointed to vote at the Shareholders' Meeting shall be duly registered with the relevant Public Registry orprovide evidence of its capacity as duly appointed proxy. NOTE 5: In addition, if the shareholder is a trust or any other similar entity, or a foundation or any other similar entity, whether public or private, it shall be required to comply with Section 26, Chapter II, Title II of the Regulations of the Argentine Securities Commission, as amended in 2013. NOTE 6: The Shareholders are hereby required to be present at least 15 minutes in advance of the time scheduled for holding the Meeting.

Board proposals regarding the various items on the Agenda for the General Ordinary and Extraordinary Shareholders' Meeting called for August 7, 2020.

The Board of Directors resolved to put forward to the Shareholders the following proposals in respect of the items to be dealt with at the General Ordinary and Extraordinary Shareholders' Meeting to be held on August 7, 2020:

  • 1. As for the first Agenda item, i.e. "Consideration to virtually hold this Shareholders'

    Meeting according to the terms of General Resolution 830/2020 of the Comision

    Nacional de Valores" the Board of Directors proposed to approve to virtually hold this Shareholders' Meeting according to the terms of General Resolution 830/2020

    of the Comision Nacional de Valores. The Board left record that, in case the meeting is held on-site, the proposal on will not be necessary to be approved.

  • 2. As concerns the second Agenda item, i.e., "Appointment of shareholders to approve

    and sign the Meeting minutes," the Board of Directors proposed that the

    Shareholders' Meeting appoint the representatives of JP Morgan and the

    Sustainability Guaranty Fund under the charge of the Social Security Office (Administración Nacional de la Seguridad Social - ANSES) to sign the minutes.

  • 3. As concerns the third Agenda item, i.e.: "Consideration of: (i) the Merger of Pampa Energía S.A. with Pampa Cogeneración S.A. and PHA S.A.U. pursuant to Sections 82 et. seq. of the Business Companies Law and Section 80 et seq. of the Income Tax Law (as restated in 2019); (ii) the Non-consolidated Special Balance Sheet of Merger of the Company as of March 31, 2020 and the Consolidated Balance Sheet

of Merger as of March 31, 2020, together with the relevant independent auditor's report and reports issued by the Supervisory Committee; (iii) the preliminary merger agreement; and (iv) the granting of authorizations to enter into the final merger agreement." The Board of Directors proposed that the Shareholders' Meeting: (i) approve the merger of the Company with Pampa Cogeneracion S.A.

and PHA S.A.U. (the "Merged Companies", and together with the Company, the "Participating Companies"), which consists in dissolution without liquidation of the

Merged Companies as a result of being merged into the Company pursuant to the provisions of Section 82 et seq. of the Business Companies Law and Section 80 et seq. of the Income Tax Law (as restated in 2019), pursuant to the terms and conditions described in the preliminary merger agreement and the merger prospectus; (ii) put on record that as from the date of approval of the merger by the

Shareholders' Meetings of the Merger Participating Companies, and until registration of the final merger agreement with the relevant public registries, the Board of Directors of the Company shall manage the business affairs of the Merged Company, with suspension of the management bodies thereof pursuant to Section 84 of the Business Companies Law; (iii) reading of the documents under consideration be omitted as the same have been previously and lawfully made available to the Shareholders reasonably in advance and within the statutory terms; (iv) approve, as presented by the Board of Directors and made available to the Shareholders, the Non-consolidated Special Balance Sheet of Merger of the Company as of March 31, 2020 and the Consolidated Balance Sheet of Merger as of March 31, 2020, together with the relevant independent auditor's reports and reports issued by the

Supervisory Committee, and the preliminary merger agreement, including that there is no need to establish the exchange ratio given that the Merged Company is 100% controlled by Pampa directly and indirectly, for which reason there is no need to increase the Company's capital; (v) the Board of Directors be empowered to accept potential formal changes required by the respective controlling authorities to the documents under consideration, provided that such changes are not objected by the Supervisory Committee or the expert accountant; and (vi) powers be delegated to the Regular Directors Marcos Marcelo Mindlin, Gustavo Mariani, Damián MiguelMindlin, Ricardo Alejandro Torres, Gabriel Cohen, and/or María Carolina Sigwald such that any one of them may individually and indiscriminately agree and sign in the name and on behalf of the Company the relevant final merger agreement.

  • 4. As concerns the fourth Agenda item i.e. "Appointment of Mr. Diego Martín Salaverri as Alternate Director." The Board of Directors proposed that the Shareholders' Meeting appoint Mr. Diego Martín Salaverri as Alternate Director to complete the term of Mr. Mariano Batistella whose resignation was approved by the Board on June 19, 2020.

  • 5. As concerns the fifth Agenda item, i.e. "Grant of authorizations to carry out the proceedings and filings necessary to obtain the relevant registrations," the Board of

    Directors proposed that the Shareholders' Meeting grant the relevant authorizations to Messrs. Carolina Sigwald, Victoria Hitce, Gerardo Carlos Paz, María Agustina Montes, Maite Zornoza, María Eugenia Sanchez Nuin, Juan Manuel Recio, Débora Gisele Tortosa Chavez, Mabel Silvia Beratta, Diego Alexi Vaca Deiz Eguez, Luis Agustín León Longombardo, María José Maure Bruno, Francisco Trigo Humarán, Micaela Saieg, Martín Ezequiel Gardella, Roberto Mariano Romero de Haz, Paula María Devotto, Gonzalo Carballada, Fabiana Marcela Vidal, Alejandra Paulina Brasesco, Fernando Nicolás Villarruel, Mauricio Penta, Martín García Arango, Fernando Rizzi, and/or Vanesa Russo in order to register the resolutions adopted by the Shareholders' Meeting and to carry out such other dealings as may be necessary before the relevant entities.

Disclaimer

Pampa Energia SA published this content on 29 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 June 2020 21:58:01 UTC

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Sales 2020 178 B 2 509 M 2 509 M
Net income 2020 -3 109 M -43,9 M -43,9 M
Net Debt 2020 102 B 1 444 M 1 444 M
P/E ratio 2020 -13,9x
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Technical analysis trends PAMPA ENERGÍA S.A.
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TrendsNeutralNeutralNeutral
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Mean consensus HOLD
Number of Analysts 5
Average target price 53,70 ARS
Last Close Price 49,80 ARS
Spread / Highest target 70,7%
Spread / Average Target 7,82%
Spread / Lowest Target -49,8%
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NameTitle
Gustavo Mariani Vice Chairman & Chief Executive Officer
Marcos Marcelo Mindlin Chairman
Gabriel Cohen CFO & Non-Independent Director
Damián Miguel Mindlin Non-Independent Director & Marketing Director
Ricardo Alejandro Torres Non-Independent Director
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