Empresa Distribuidora y Comercializadora Norte Sociedad Anónima : HECHO RELEVANTE

As filed with the Securities and Exchange Commission on April 24, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023 Commission File Number: 001-33422

Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR S.A.)

(Exact name of Registrant as specified in its charter)

Distribution and Marketing Company of the North S.A.	Argentine Republic
	(Translation of Registrant's name into English)	(Jurisdiction of incorporation or organization)
		Avenida Del Libertador 6363
		Ciudad de Buenos Aires, C1428ARG
		Buenos Aires, Argentina
		(Address of principal executive offices)
		German Ranftl
		Tel.: [phone] / Fax: [phone] Avenida Del Libertador 6363
		(C1428ARG)
		Buenos Aires, Argentina
		Chief Financial Officer
		(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact
		Person)
		Securities registered or to be registered pursuant to Section 12(b) of the Act:
		Title of each class:		Trading Symbol			Name of each
						exchange on which
							registered
		Class B Common Shares		EDN		New York Stock
						Exchange, Inc.*
		American Depositary
		Shares, or ADSs, evidenced		EDN
		by American Depositary			New York Stock
		Receipts, each representing
		20 Class B Common Shares				Exchange, Inc.

• Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

___

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 462,292,111 Class A Common Shares, 442,210,385 Class B Common Shares and 1,952,604 Class C Common Shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934. Yes No

Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be

submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer Non-Accelerated Filer

Accelerated Filer

Emerging Growth

Company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

• The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (§ 15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S.

GAAP

International Financial Reporting Standards as issued by the International Accounting Standards Board Other

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes No

	PART I
Item 1.	Identity of Directors, Senior Management and Advisors	1
Item 2.	Offer Statistics and Expected Timetable	1
Item 3.	Key Information	1
Item 4.	Information on the Company	37
Item 4A.	Unresolved Staff Comments	93
Item 5.	Operating and Financial Review and Prospects	94
Item 6.	Directors, Senior Management and Employees	132
Item 7.	Major Shareholders and Related Party Transactions	145
Item 8.	Financial Information	149
Item 9.	The Offer and Listing	156
Item 10.	Additional Information	161
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	199
Item 12.	Description of Securities Other than Equity Securities	200
	PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	202
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	203
Item 15.	Controls and Procedures	203
Item 16A.	Audit Committee Financial Expert	204
Item 16B.	Code of Ethics	204
Item 16C.	Principal Accountant Fees and Services	204
Item 16D.	Exemptions from the Listing Standards for Audit Committees	205
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	205
Item 16F.	Change in Registrant's Certifying Accountant	205
Item 16G.	Corporate Governance	205
Item 16H.	Mine Safety Disclosures	215
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	215
Item 16J.	Insider Trading Policies	215
Item 16K.	Cybersecurity	215

		PART III
Item 17.	Financial Statements	.................................................................................................218
Item 18.	Financial Statements	.................................................................................................218
Item 19.	Exhibits	218
Index to Financial Statements	F-1

PART I

Item 1. Identity of Directors, Senior Management and Advisors

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

In this annual report, except as otherwise specified, references to "we", "us", "our" and the "Company" are references to Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR S.A.), or "Edenor". For more information, see "Item 4-Information on the Company-History and Development of the Company."

FORWARD-LOOKING STATEMENTS

This annual report includes forward-looking statements, principally under the captions "Item 3. Key Information - Risk Factors", "Item 4. Information on the Company" and "Item 5. Operating and Financial Review and Prospects". We have based these forward-looking statements largely on our current beliefs, expectations and projections about future events and financial trends affecting our business. Forward-looking statements may also be identified by words such as "believes", "expects", "anticipates", "projects", "intends", "should", "seeks", "estimates", "future" or similar expressions. Many important factors, in addition to those discussed elsewhere in this annual report, could cause our actual results to differ materially from those expressed or implied in our forward-looking statements, including, among other things:

• the treatment of tariff updates according to the Tariff Review Process ("RT"), or the former Integral Tariff Revision process (Revisión Tarifaria Integral or "RTI");
• uncertainties related to current or future Government interventions, proposed legislation or legal actions;
• general political, economic, social, demographic and business conditions in the Republic of Argentina, ("Argentina") and, particularly, in the geographic market we serve;
• the impact of a new tariff segmentation applicable to our users;
• the evolution of energy losses and the impact of fines and penalties and uncollectible debt;
• the impact of regulatory reform and changes in the regulatory environment in which we operate;
• electricity shortages;
• the high temperatures and extreme climate registered over the last years which affects the provision of transport and distribution energy services;
• potential disruption or interruption of our service;
• the revocation or amendment of our concession by the granting authority;
• our ability to implement our capital expenditure plan, including our ability to arrange financing when required and on reasonable terms;
• high depreciation of the Peso;
• the impact of high rates of inflation on our costs;
• the role of the Federal Government in the RT and the recognition of the Company's regulatory credits;
• Argentina's renegotiation with the International Monetary Fund ("IMF"); and
• additional matters identified in "Risk factors".

Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or to revise any forward-looking statements after we file this annual report because of new information, future events or other factors. In light of these limitations, undue reliance should not be placed on forward-looking statements contained in this annual report.

PRESENTATION OF FINANCIAL INFORMATION

We are a stock corporation (sociedad anónima) incorporated under the laws of the Republic of Argentina. Unless otherwise stated, references to the financial results of "Edenor" are to the consolidated financial results of Edenor. We hold a concession to distribute electricity on an exclusive basis in the northwestern part of the greater Buenos Aires metropolitan area and in the northern part of the City of Buenos Aires, comprising an area of 4,637 square kilometres and a population of approximately 9 million people.

Our financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021, and the notes thereto (the "Financial Statements") are set forth on pages F-1 through F-67 of this annual report.

The Financial Statements, which were prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), have been approved by resolution of the Board of Directors' meeting held on March 8, 2024 and have been audited by an independent registered public accounting firm.

Argentina has been considered a high-inflation economy for accounting purposes according to the IAS 29 "Financial reporting in hyperinflationary economies" since July 1, 2018. Therefore, the financial information included in this annual report for all the periods reported are presented on the basis of constant Argentine Pesos as of December 31, 2023 ("current currency"). See "Item 3. Key Information- Risk Factors-The Peso currently qualifies as a currency of a hyperinflationary economy and we are required to restate our historical financial statements in accordance with IFRS, in terms of the measuring unit current at the end of the reporting year, which could adversely affect our results of operations and financial condition", "Item 5. Operating and Financial Review and Prospects-Factors Affecting Our Results of Operations" and Note 3 to our Financial Statements.

We maintain our accounting records and prepare our financial statements in Argentine Pesos, which is our functional currency.

Certain amounts and ratios contained in this annual report (including percentage amounts) may have been rounded up or down to facilitate the summation of the tables in which they are presented. The effect of this rounding is not material. These rounded amounts and ratios may also be included within the text of this annual report.

EXCHANGE RATES

In 2023, the Argentine Peso continued to depreciate against major foreign currencies, particularly against the U.S. dollar. According to the exchange rate information published by the Banco de la Nación Argentina ("Banco Nación"), the Argentine Peso depreciated by 356.3% against the U.S. dollar during the year ended December 31, 2023 (compared to 72.5%, 22.1% and 40.5% in the years ended December 31, 2022, 2021 and 2020, respectively).

The following table sets forth the high, low, average and period-end exchange rates for the periods indicated, expressed in Pesos per U.S. Dollar and not adjusted for inflation. When preparing our financial statements, we utilize the selling exchange rates for U.S. Dollars quoted by the Banco Nación to translate our U.S. Dollar denominated assets and liabilities into Pesos. There can be no assurance that the Peso will not further depreciate or appreciate in the future. The Federal Reserve Bank of New York does not report a noon buying rate for Pesos. For more information regarding

2

depreciation, see "Item 3. Key Information-RiskFactors-Factors Relating to Argentina-Fluctuations in the value of the Peso could adversely affect the Argentine economy and, which could, in turn adversely affect our results of operations."

In this annual report, except as otherwise specified, references to "U.S.$" and "Dollars" are to U.S. Dollars, and references to "Ps.", "AR$" and "Pesos" are to Argentine Pesos. Solely for the convenience of the reader, we have converted certain amounts included in this annual report from Pesos into Dollars using, for the information provided as of December 31, 2023, the selling exchange rate reported by the Banco Nación, as of December 31, 2023, which was Ps.808.45 to U.S.$1.00 unless otherwise indicated. These conversions should not be considered representations that any such amounts have been, could have been or could be converted into U.S. Dollars at that or at any other exchange rate. On April 22, 2024, the exchange rate was Ps. 872.00, to U.S.$1.00. As a result of fluctuations in the Dollar Peso exchange rate, the exchange rate at such date may not be indicative of current or future exchange rates.

	Low	High	Average	Period End
		(Pesos per U.S. Dollar)
Year ended December 31,
2019	36.90	60.40	47.82	(1)	59.89
2020	59.82	84.15	70.87	(1)	84.15
2021	84.15	105.20	95.13	(1)	102.72
2022	102.72	177.16	131.08	(1)	177.16
2023	808.45	177.16	280.92	(1)	808.45
Month
November-23	349.95	360.50	353.64	(2)	360.50
December-23	361.10	808.45	645.59	(2)	808.45
January-24	808.45	826.40	817.88	(2)	826.40
February-24	826.90	842.20	834.15	(2)	842.20
March-24	842.50	858.00	850.76	(2)	858.00

1. Represents the average of the exchange rates on the last day of each month during the period.
2. Average of the lowest and highest daily rates in the month.

RISK FACTORS

The following summarizes some, but not all, of the risks provided below. Please carefully consider all of the information discussed in this Item 3.D. "Risk Factors" of this annual report for a more thorough description of these and other risks:

Risks Related to Argentina

• A global or regional financial crisis and unfavorable credit and market conditions may negatively affect our liquidity, users, business, and results of operations.
• The Argentine economy remains vulnerable and any significant decline may adversely affect our business, results of operations, and financial condition.
• Economic and political developments in Argentina, and future policies of the Argentine Government may affect the economy as well as the operations of the energy distribution industry, including Edenor.

3

• If high levels of inflation continue, the Argentine economy and our results of operations could be adversely affected.
• The Peso currently qualifies as a currency of a hyperinflationary economy and we are required to restate our historical financial statements in accordance with IFRS, in terms of the measuring unit current at the end of the reporting year, which could adversely affect our results of operations and financial condition.
• Argentina's ability to obtain financing from international markets could be limited, which may impair its ability to implement reforms and foster economic growth and, consequently, affect our business, results of our operations and growth prospects.
• Fluctuations in the value of the Peso could adversely affect the Argentine economy and could in turn adversely affect our results of operations.
• Intervention by the Argentine Government may adversely affect the Argentine economy and, as a result, our business and results of operations.
• Argentine public expenditures may adversely affect the Argentine economy.
• The Argentine economy remains vulnerable to external shocks that could be caused by significant economic difficulties facing Argentina's major regional trading partners, or by more general "contagion" effects. Such external shocks and "contagion" effects could have a material adverse effect on Argentina's economic growth and, therefore, on our results of operations and financial condition.
• The application of certain laws and regulations could adversely affect our results of operations and financial condition.
• The Argentine economy and finance may be adversely affected as a consequence of a decrease in the international prices of commodities that Argentina exports.
• Any downgrade in the credit rating or rating outlook of Argentina could adversely affect the rating and the market price of our ADS, our Class B common shares and our corporate debt, affecting also our liquidity.

Risks Relating to the Electricity Distribution Sector

• The Argentine Government has intervened in the electricity sector in the past and may continue to intervene.
• There is uncertainty as to what other measures the Argentine Government may adopt in connection with tariffs on public services and their impact on the Argentine economy.
• Electricity demand may be affected by tariff increases, which could lead distribution companies, such as us, to record lower revenues.
• Energy shortages may act as a brake on growing demand for electricity and disrupt distribution companies' ability to deliver electricity to their customers, which could result in customer claims and material penalties imposed on these companies.
• If the demand for energy is increased suddenly, the difficulty in increasing the capacity of distribution companies in a short or medium term, could adversely affect the Company, which in turn could result in customer complaints and substantial fines for any interruptions.

Risks Relating to Our Business

• We operate our business pursuant to our Concession Agreement granted by the Argentine Government, the revocation or termination of which would have a material adverse effect on our business.
• Downgrades in our credit ratings could have negative effects on our funding costs and business operations.
• Our business is subject to risks arising from natural disasters, catastrophic accidents and terrorist attacks. Additionally, our businesses are subject to the risk of mechanical or electrical failures and any resulting

4

unavailability may affect our ability to fulfil our contractual commitments and thus adversely affect our business and financial performance.

• Our operations could cause environmental risks and any change in environmental laws, climate change legislation or regulations restricting emissions of greenhouse gases ("GHGs") and legal frameworks promoting an increase in the participation of energies from renewable sources could significantly impact our business and result in increased operating costs.
• Changes in weather conditions or the occurrence of severe weather (whether or not caused by climate change or natural disasters), could adversely affect our operations and financial performance.
• Failure or delay to negotiate further improvements to our tariff structure, including increases in our distribution margin, and/or to have our tariffs adjusted to reflect increases in our distribution costs in a timely manner or at all, have affected and may continue to affect our capacity to perform our commercial obligations and could also have a material adverse effect on our ability to perform our financial obligations.
• Our distribution tariffs may be subject to challenges by Argentine consumer and other groups.
• We have been, and may continue to be, subject to fines and penalties that could have a material adverse effect on our financial condition and results of operations.
• The increase in the illegal neighborhoods within our Concession area may affect the Company's ability to distribute energy to its customers, as well as produce an increase in public safety risks.
• If we are unable to control our energy losses, especially the theft of energy, our results of operations could be adversely affected.
• Under the Concession Agreement, the Argentine Government could foreclose on its pledge over our Class A common shares under certain circumstances, which could have a material adverse effect on our business and financial condition.
• Default by the Argentine Government could lead to termination of our concession, and have a material adverse effect on our business and financial condition.
• The expiration of the management period could result in the sale of the Company's controlling interest.
• We may be unable to import certain equipment to meet growing demand for electricity, which could lead to a breach of our Concession Agreement and could have a material adverse effect on our operations and financial position.
• We employ a largely unionized labor force and could be subject to an organized labor action, including work stoppages that could have a material effect on our business.
• We could incur material labor liabilities in connection with our outsourcing that could have an adverse effect on our business and on our results of operations.
• We are subject to anti-corruption,anti-bribery,anti-money laundering and antitrust laws and regulations in Argentina. Any violation thereunder could have a material adverse effect on our reputation and the results of our operation.
• We are involved in various legal proceedings which could result in unfavorable decisions for us, which could in turn have a material adverse effect on our financial position and results of operations.
• In the event of an accident or other event not covered by our insurance, we could face significant losses that could materially adversely affect our business and results of operations.
• We currently are not able to effectively hedge our currency risk in full and, as a result, a devaluation of the Peso may have a material adverse effect on our results of operations and financial condition.
• A substantial number of our assets are not subject to attachment or foreclosure and the enforcement of judgments obtained against us by our shareholders may be substantially limited.
• The exclusivity of electricity distribution in our service area may be adversely affected by technological or other changes in the energy distribution industry, which could have a material adverse effect on our business.

5

• We may not be able to raise the funds necessary to repay our commercial debt with CAMMESA, our major supplier.
• We may not have the ability to collect the amounts corresponding to the discounts of the Social Rate, the ceilings of the Social Rate and the bonuses for neighbourhood clubs, that must be financed by the Province of Buenos Aires and the Autonomous City of Buenos Aires.
• All of our outstanding financial indebtedness contains bankruptcy, reorganization proceedings and expropriation events of default, and we may be required to repay all of our outstanding debt upon occurrence of any such events.
• We may not have the ability to raise the funds necessary to finance a change of control offering as required by our Senior Notes.
• The New York Stock Exchange and/or ByMA may suspend trading and/or delist our ADSs and Class B common shares, upon the occurrence of certain events relating to our financial situation.
• Cybersecurity events, such as interruptions or failures in our information technology systems as well as cyber- attacks, could adversely affect our business, financial condition, results of operations and cash flows.

Risks relating to our ADSs and Class B common shares

• Restrictions on the movement of capital out of Argentina may impair the ability of holders of ADSs to receive dividends and distributions on, and the proceeds of any sale of, the Class B common shares underlying the ADSs, which could affect the market value of the ADSs.
• Our shareholders' ability to receive cash dividends may be limited.
• Holders of ADSs may be unable to exercise voting rights with respect to the Class B common shares underlying the ADSs at our shareholders' meetings.
• Our shareholders may be subject to liability for certain votes of their securities.
• A potential nationalization or expropriation of 51% of our capital stock, represented by Class A shares, may limit the ability of Class B shares to participate in the Board of Directors.
• If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud and investor confidence and the market price of our securities may be adversely impacted.
• Provisions of Argentine securities laws could deter takeover attempts and have an adverse impact on the price of our shares and ADSs.

Risks Related to Argentina

Overview

We are a stock corporation (sociedad anónima) incorporated under the laws of the Republic of Argentina and all of our revenues are earned in Argentina and all of our operations, facilities, and users are located in Argentina. Accordingly, our financial condition and results of operations depend to a significant extent on macroeconomic, regulatory, political and financial conditions prevailing in Argentina, including growth rates, inflation rates, currency exchange rates, taxes, interest rates, and other local, regional and international events and conditions that may affect Argentina in any manner. For example, a slowdown in economic growth or economic recession could lead to a decreased demand for electricity in our concession area or a decline in the purchasing power of our users, which, in turn, could lead to a decrease in collection rates from our users or increased energy losses due to illegal use of our service. Several factors have impacted the Argentine economy in the recent past, and may continue to impact it in the

6

future, including among others, inflation rates, exchange rates, commodity prices, public debt, availability of IMF assistance, amendments to the tax regime and policies on trade and fiscal balances.

Our activity is highly regulated and subject to uncertainties due to politic and economic factors, changes in legislation, termination and modification of contractual rights, control of prices and currency fluctuations, among others.

We cannot assure that the Argentine Government will not adopt policies that could adversely affect the Argentine economy or our business, financial condition or results of operations. In addition, we cannot assure you that future economic, regulatory, social and political developments in Argentina will not impair our business, financial condition or results of operations, or cause the market value of our Senior Notes, ADSs and Class B common shares to decline.

A global or regional financial crisis and unfavorable credit and market conditions may negatively affect our liquidity, users, business, and results of operations

The effects of a global or regional financial crisis and related turmoil in the global financial system may have a negative impact on our business, ability to access credit and the international capital markets, financial condition and results of operations, which is likely to be more severe on an emerging market economy, such as Argentina. See "Item

3. Key Information-RiskFactors-Factors Relating to Argentina-Argentina's ability to obtain financing from international markets could be limited, which may impair its ability to implement reforms and foster economic growth and, consequently, affect our business, results of our operations and growth prospects".

Global economic and financial crises negatively affect emerging economies like Argentina's. Additionally, abrupt changes in monetary and fiscal policies or foreign exchange regimes could rapidly affect local economic output, while lack of appropriate levels of investment in certain economy sectors could reduce long-term growth. Access to the international financial markets could be limited. Consequently, an increase in public spending not correlated with an increase in public revenues could affect Argentina's fiscal results and generate uncertainties that might affect the economy's growth levels.

In recent years, several trading partners of Argentina (such as Brazil, Europe and China) have experienced significant slowdowns or recession periods in their economies. While the vast majority of economies recovered during 2021 and 2022 after the global COVID-19 pandemic, if such slowdowns or recessions were to recur, this may impact the demand for products coming from Argentina and hence affect its economy. Additionally, there is uncertainty as to how the trade relationship between the Mercosur member States will unfold, in particular between Argentina and Brazil. We cannot predict the effect on the Argentine economy and our operations of trade disputes that may arise between Argentina and Brazil, or in case either country decided to exit the Mercosur.

In addition, the global macroeconomic environment faces various challenges. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world's leading economies in 2020 and 2021, including the United States and China. There have been concerns about unrest and terrorist threats in the Middle East, Europe and Africa and over the conflicts involving Israel, Iran, Ukraine, Syria and North Korea.There have also been concerns regarding the relationship among China and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes, and the possibility of a trade war between the United States and China. In addition, the United Kingdom exited the European Union ("Brexit") on January 31, 2020. The medium and long term implications of Brexit could adversely affect European and worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange markets.

7