Vista Energy B de C : 2023 Non-Consolidated Financial Statements

VISTA ENERGY, S.A.B. DE C.V.

Nonconsolidated financial statements as of December 31, 2023 and 2022,

and for the years ended December 31, 2023 and 2022

Av. Ejército Nacional 843-B	Tel: [phone]
Antara Polanco	Fax: [phone]
11520 Mexico, D.F.	ey.com/mx

INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders of
Vista Energy, S.A.B. de C.V.
Opinion
We have audited the accompanying non-consolidated financial	statements of,
Vista Energy, S.A.B. de C.V., which comprise the non-consolidated statement	of financial position

as at December 31, 2023, and the non-consolidated statement of profit or loss and other comprehensive income, non-consolidated statement of changes in shareholders' equity and non- consolidated statement of cash flows for the period then ended, and notes to the non-consolidated financial statements, including a summary of material accounting policy information.

In our opinion, the accompanying non-consolidated financial statements present fairly, in all material respects, the non-consolidated financial position of Vista Energy, S.A.B. de C.V., as at December 31, 2023 and their non-consolidated financial performance and their non-consolidated cash flows for the period then ended in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB").

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing ("ISA"). Our responsibilities under those standards are described in the Auditor's Responsibilities for the Audit of the Non-consolidatedFinancial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants ("IESBA Code") and the ethical requirements that are relevant to our audit of the non-consolidated financial statements in Mexico in accordance with the Código de Ética Profesional del Instituto Mexicano de Contadores Públicos ("IMCP Code"), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

2.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the non-consolidated financial statements of the current period. These matters were addressed in the context of our audit of the non-consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor's Responsibilities for the Audit of the Non-consolidatedFinancial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the non-consolidated financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying non-consolidated financial statements.

Description of the key audit matter

We have determined there are no key audit matters to be communicated in this audit report.

Responsibilities of Management and the Audit Committee for the Non-consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the accompanying non-consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of non-consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the non-consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Audit Committee is responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Non-consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the non-consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these non-consolidated financial statements.

3.

As part of an audit in accordance with ISA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the non-consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the non-consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the non-consolidated financial statements, including the disclosures, and whether the non-consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the non- consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

4.

We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the non-consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The partner in charge of the audit resulting in this independent auditor's report is the undersigned.

Mancera, S.C.

A Member Practice of

Ernst & Young Global Limited

Arturo Figueroa Carmona

Mexico City, Mexico

March 11, 2024

VISTA ENERGY, S.A.B. DE C.V.

Nonconsolidated financial statements as of December 31, 2023 and 2022, and for the years ended December 31, 2023 and 2022

TABLE OF CONTENTS

• Nonconsolidated statements of profit or loss and other comprehensive income for the years ended December 31, 2023 and 2022
• Nonconsolidated statements of financial position as of December 31, 2023 and 2022
• Nonconsolidated statements of changes in equity for the years ended December 31, 2023 and 2022
• Nonconsolidated statements of cash flows for the years ended December 31, 2023 and 2022
• Notes to the nonconsolidated financial statements as of December 31, 2023 and 2022, and for the years ended December 31, 2023 and 2022

1

VISTA ENERGY, S.A.B. DE C.V.

Nonconsolidated statements of profit or loss and other comprehensive income for the years ended December 31, 2023 and 2022

(Amounts expressed in thousands of US Dollars)

	Notes	Year ended		Year ended
	December 31, 2023		December 31, 2022
General and administrative expenses	4	(35,187)	(28,277)
Other operating income	5.1	212	193,781
Other operating expenses	5.2	(12)
Operating (loss) profit		(34,987)		165,504
Interest income	6.1	6,393	4,355
Interest expense	6.2	(2,359)	(2,367)
Other financial income (expense)	6.3	14,604		(27,927)
Financial income (expense), net		18,638		(25,939)
(Loss) profit before income tax		(16,349)		139,565
Income tax		-		-
Income tax		-		-
(Loss) profit for the year, net		(16,349)	139,565
Other comprehensive income
Other comprehensive income		-	-
Other comprehensive income that shall not be reclassified to
profit (or loss) in subsequent years, net of taxes		-		-
Total comprehensive (loss) profit for the year		(16,349)	139,565
Earnings per share
Basic (in US Dollars per share)	7	4.237	3.068
Diluted (in US Dollars per share)	7	4.000	2.755

Notes 1 through 19 are an integral part of these nonconsolidated financial statements

2

VISTA ENERGY, S.A.B. DE C.V.

Nonconsolidated statements of financial position as of December 31, 2023 and 2022

(Amounts expressed in thousands of US Dollars)

	Notes	As of December		As of December
	31, 2023	31, 2022
Assets
Noncurrent assets
Investments in subsidiaries	9	507,575	491,657
Investments in associates	2.4.10	8,619	6,443
Trade and other receivables	10	82,514	-
Restricted cash	12.1	8,747		8,951
Total noncurrent assets		607,455	507,051
Current assets
Trade and other receivables	10	118,436	222,547
Cash, bank balances and other short-term investments	12	66,767		76,987
Total current assets		185,203		299,534
Total assets		792,658	806,585
Equity and liabilities
Equity
Capital stock	13.1	517,874	517,873
Other equity instruments	13.1	32,144	32,144
Legal reserve	13.2	8,233	2,603
Share repurchase reserve	13.2	79,324	49,465
Other accumulated comprehensive income (losses)		14,624	12,892
Accumulated profit (losses)		100,284		152,122
Total equity		752,483	767,099
Liabilities
Noncurrent liabilities
Borrowings	11.1	31,188		28,829
Total noncurrent liabilities		31,188	28,829
Current liabilities
Salaries and payroll taxes	15	8,571	10,195
Other taxes and royalties		22	40
Trade and other payables	14	394		422
Total current liabilities		8,987		10,657
Total liabilities		40,175		39,486
Total equity and liabilities		792,658		806,585

Notes 1 through 19 are an integral part of these nonconsolidated financial statements

3

VISTA ENERGY, S.A.B. DE C.V.

Nonconsolidated statement of changes in equity for the year ended December 31, 2023

(Amounts expressed in thousands of US Dollars)

	Capital	Other equity	Legal	Share	Other accumulated		Accumulated
	repurchase	comprehensive		profit	Total equity
	stock	instruments	reserve
	reserve	income (losses)		(losses)
Amounts as of December 31, 2022	517,873	32,144	2,603	49,465	12,892		152,122	767,099
Profit for the year	-	-	-	-	-		(16,349)	(16,349)
Total comprehensive income	-	-	-	-	-		(16,349)	(16,349)
Ordinary and Extraordinary General Shareholders meeting on April 24,2023(1)								-
Creation of legal reserve	-	-	5,630	-	-		(5,630)	-
Creation of share repurchase reserve	-	-	-	29,859	-		(29,859)	-
Share-based payments	1	-	-	-	1,732	(2)	-	1,733
Amounts as of December 31, 2023	517,874	32,144	8,233	79,324	14,624		100,284	752,483

(1) See Note 13.2.

(2) Including 18,618 share-based payments (Note 4), net of tax charges.

Notes 1 through 19 are an integral part of these nonconsolidated financial statements

4

VISTA ENERGY, S.A.B. DE C.V.

Nonconsolidated statement of changes in equity for the year ended December 31, 2022

(Amounts expressed in thousands of US Dollars)

	Capital	Other equity		Legal	Share	Other accumulated		Accumulated
		repurchase	comprehensive		profit	Total equity
	stock	instruments		reserve
		reserve	income (losses)		(losses)
Amounts as of December 31, 2021	586,706	-		-	-	3,749		25,095	615,550
Profit for the year	-	-		-	-	-		139,565	139,565
Total comprehensive income	-	-		-	-	-		139,565	139,565
Ordinary and Extraordinary General Shareholders´ meeting on April 26, 2022 (1):
Creation of legal reserve	-	-		1,255	-	-		(1,255)	-
Creation of share repurchase reserve	-	-		-	23,840	-		(23,840)	-
Board of Directors' meeting on September 27, 2022 (2):
Reduction of capital stock	(39,530)	-		-	-	-		39,530	-
Warrant Holders' meeting on October 4, 2022 (2):
Cashless exercises of warrants	-	32,144	(3)	-	-	-		-	32,144
Ordinary and General Shareholders' meeting on December 7, 2022 (1):
Creation of legal reserve	-	-		1,348	-	-		(1,348)	-
Creation of share repurchase reserve	-	-		-	25,625	-		(25,625)	-
Share repurchase (2)	(29,304)	-		-	-	-		-	(29,304)
Share-based payments	1	-		-	-	9,143	(4)	-	9,144
Amounts as of December 31, 2022	517,873	32,144		2,603	49,465	12,892		152,122	767,099
(1) See Note 13.2.
(2) See Note 13.1.
(3) Including 32,894 of cashless exercise of warrant (Note 11.2), net of 750 related to expenses.
(4) Including 13,119 share-based payments (Note 4), net of tax charges.

Notes 1 through 19 are an integral part of these nonconsolidated financial statements

5