As filed with the U.S. Securities and Exchange Commission on July 13, 2026.

Registration No. 333-     

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

YPF Energía Eléctrica S.A.

(Exact Name of Registrant as Specified in its Charter)

YPF Electric Energy S.A.

(Translation of Registrant’s name into English)

 

 

 

Republic of Argentina		4911		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

 

 

Juana Manso 1069, 5^th floor

C1107CBU, City of Buenos Aires

Argentina

+54 (11) 5441-5400

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Cogency Global Inc.

122 East 42nd Street, 18th floor

New York, NY 10168

+1 (212) 947-7200

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

 

 

Copies to:

 

Juan Francisco Mendez Alejandro de Ramon-Laca Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000		Adam Brenneman Milbank LLP 55 Hudson Yards New York, New York 10001-2163 (212) 530-5000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

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 7(a)(2)(B) of the Securities 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.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the U.S. Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

The selling shareholder has granted to the international underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of    additional Class B common shares, including Class B common shares represented by ADSs, at the public offering prices listed below, less the underwriting discounts and commissions.

We are an “emerging growth company” as defined in Section 2(a)(19) of the U.S. Securities Act of 1933, as amended, or the “Securities Act,” and, as such, are allowed to provide in this prospectus more limited disclosures than an issuer that would not so qualify. In addition, for as long as we remain an emerging growth company, we will qualify for certain limited exceptions from the U.S. Sarbanes-Oxley Act of 2002. See “Risk Factors—Risks Relating to this Offering—As a foreign private issuer and an “emerging growth company,” we will have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies.”

After the global offering, we will be a “controlled company” under the corporate governance rules of the NYSE applicable to listed companies and therefore are permitted to elect not to comply with certain corporate governance requirements thereunder. See “Principal and Selling Shareholders.”

Investing in our Class B common shares or the ADSs involves a high degree of risk. See “Risk Factors” beginning on page 25 of this prospectus for a description of certain material risks related to this offering.

 

Per ADS

Per Class B common share

Total

Initial public offering price

US$

US$

US$

Underwriting discount and commissions(1)

US$

US$

US$

Proceeds to the selling shareholder (before expenses)(2)

US$

US$

US$

(1)	See “Underwriting” for a description of all compensation payable to the international underwriters.

(2)	See “Expenses of the Offering” for a description of all expenses (other than underwriting discounts and commissions) payable in connection with this offering.

Neither the U.S. Securities and Exchange Commission (the “SEC”), the CNV nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We expect to deliver the ADSs to purchasers against payment in New York, New York, on or about     , 2026, through the book-entry facilities of The Depository Trust Company.

 

 

Global Coordinators

 

Goldman Sachs & Co. LLC		BofA Securities		Citigroup

Joint Bookrunners

 

BNP PARIBAS		Itaú BBA		J.P. Morgan		Santander

The date of this prospectus is     , 2026.

TABLE OF CONTENTS

 

		Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION			iii
GLOSSARY OF TERMS			vii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			xiii
PROSPECTUS SUMMARY			1
RISK FACTORS			25
DIVIDENDS AND DIVIDEND POLICY			61
USE OF PROCEEDS			63
CAPITALIZATION			64
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			65
INDUSTRY AND REGULATORY OVERVIEW			114
BUSINESS			170
MANAGEMENT			214
PRINCIPAL AND SELLING SHAREHOLDERS			232
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			235
DESCRIPTION OF BYLAWS AND CAPITAL STOCK			240
DESCRIPTION OF AMERICAN DEPOSITARY SHARES			254
COMMON SHARES AND ADSS ELIGIBLE FOR FUTURE SALE			264
CERTAIN TAX CONSIDERATIONS			266
EXCHANGE RATES AND EXCHANGE CONTROLS			278
UNDERWRITING			306
EXPENSES OF THE OFFERING			314
LEGAL MATTERS			315
EXPERTS			316
ENFORCEABILITY OF CIVIL LIABILITIES			317
WHERE YOU CAN FIND MORE INFORMATION			319
INDEX TO FINANCIAL STATEMENTS			F-1

Through and including     , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

 

 

 

i

None of us, the selling shareholder, the international underwriters, the Argentine placement agents nor any of our or their respective agents have authorized anyone to give any information or make any representation about this offering that is different from, or in addition to, that contained in the prospectus, the related registration statement, any free writing prospectus prepared by or on behalf of us or which we or the selling shareholder may refer to you. None of us, the selling shareholder, the international underwriters, the Argentine placement agents nor any of our or their respective agents will have or take responsibility and can provide no assurance as to the reliability of any other information that others may give you.

You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Class B common shares or the ADSs. Our business, financial condition, results of operations, cash flows and prospects may have changed since the date on the front cover of this prospectus.

None of us, the selling shareholder, the international underwriters, nor any of our or their respective agents are offering or seeking offers to purchase our Class B common shares or the ADSs in any jurisdiction where such offers or sales are not permitted. This prospectus may not be used for, or in connection with, and does not constitute, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstance in which such offer or solicitation is not authorized or is unlawful. Recipients must not distribute this prospectus into jurisdictions where such distribution would be unlawful.

This international offering is being made in the United States and elsewhere outside Argentina solely on the basis of the information contained in this prospectus. The concurrent Argentine offering is being made in Argentina using a Spanish-language prospectus that has been filed with the CNV. The prospectus for the Argentine offering, although in a different format in accordance with CNV General Resolution No. 622/2013, as amended and supplemented from time to time (the “CNV Rules”), contains substantially the same information contained in this prospectus, with the exception that the financial information in the prospectus for the Argentine offering is presented in Argentine pesos and other information is disclosed in accordance with the CNV Rules and certain interpretative dispositions issued by the CNV.

The Argentine public offering of the Class B common shares has been authorized by the CNV pursuant to Resolution No.    dated    , 2026. The CNV authorization means only that the information requirements of the CNV have been satisfied. No offer or sale of ADSs may be made to the public in Argentina except in circumstances that do not constitute a public offer or distribution under Argentine law and CNV Rules.

Notice to Investors Outside the United States. None of us, the selling shareholder, the international underwriters, nor any of our or their respective agents have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus in connection with this offering in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus or any such free writing prospectus must inform themselves about, and observe any restrictions relating to, this offering of our Class B common shares or the ADSs and the distribution of this prospectus and any such free writing prospectus outside the United States.

 

ii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Certain Defined Terms

In this prospectus, unless otherwise specified or the context otherwise requires, references to “YPF Luz,” the “Company,” “we,” “us,” “our” and words of similar import are to YPF Energía Eléctrica S.A. and its consolidated subsidiaries; and references to the “Issuer” are to YPF Energía Eléctrica S.A., the company whose Class B common shares, including Class B common shares represented by ADSs, are being offered in this prospectus by the selling shareholder, and not to any of its subsidiaries.

For certain other defined terms used in this prospectus, see “Glossary of Terms.”

Financial Statements

This prospectus includes our audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024, together with the notes thereto (collectively, the “audited annual financial statements”). This prospectus also includes our unaudited interim condensed consolidated financial statements as of March 31, 2026 and for the three-month periods ended March 31, 2026 and 2025, together with the notes thereto (the “unaudited interim financial statements” and, together with the audited annual financial statements, the “financial statements”).

Our audited annual financial statements included in this prospectus have been prepared in accordance with International Financial Reporting Standards (“IFRS Accounting Standards”) as issued by the International Accounting Standards Board (“IASB”). Our unaudited interim financial statements included in this prospectus have been prepared in accordance with International Accounting Standard No. 34 (“IAS 34”) “Interim Financial Reporting.”

Our operations are organized into two reportable segments: thermal generation and renewable generation. Our thermal generation segment includes our revenue, expenses and results of operations resulting from (i) generating and commercializing energy from, and the available capacity of, our Tucumán, San Miguel de Tucumán, El Bracho, Loma Campana I, Loma Campana II, Loma Campana Este, LPC I, LPC II, Manantiales Behr and Central Dock Sud power plants, and (ii) generating and commercializing steam in our LPC I and LPC II power plants. Our renewable generation segment includes our revenue, expenses and results of operations resulting from generating and commercializing energy from our Manantiales Behr, Cañadón León, Los Teros, General Levalle and CASA wind farms, and our Zonda and El Quemado solar farms. Our revenues, expenses and results of operations that are not attributable to either operating segment are reported under “Corporation and others,” which we do not consider an operating segment. For more information regarding our operating segments, see note 5 to our audited annual financial statements and note 6 to our unaudited interim financial statements.

Non-IFRS Financial Measures

This prospectus discloses certain non-IFRS financial measures, namely Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Debt and Net Leverage Ratio. These measures are not recognized under IFRS Accounting Standards. A non-IFRS financial measure is generally defined as a measure that excludes amounts that are included in, or includes amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS Accounting Standards.

Non-IFRS financial measures do not have standardized meanings and may not be directly comparable to similarly-titled measures. The non-IFRS financial measures presented herein are used

 

iii

by our management for decision-making purposes and to assess our financial and operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. The non-IFRS measures presented herein have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results of operations presented in accordance with IFRS Accounting Standards. Additionally, our calculations of non-IFRS financial measures may be different from the calculations used by other companies, including our competitors, and therefore, our measures may not be comparable to those of other companies.

We calculate Adjusted EBITDA by adding back to our net profit for the period/year: (i) income tax, (ii) finance expense, net, (iii) (reversal) impairment of property, plant and equipment, (iv) amortization of intangible assets, (v) depreciation of right-of-use assets, and (vi) depreciation of property, plant and equipment. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by revenues for the applicable period/year. For a reconciliation of net profit for the period/year to Adjusted EBITDA, see “Summary Financial and Operating Data—Non-IFRS Financial Data.”

We calculate Adjusted Net Debt as the sum of total current loans and non-current loans (which does not include lease liabilities), net of (i) current investments in financial assets, (ii) restricted cash and cash equivalents, and (iii) cash and cash equivalents. We calculate our Net Leverage Ratio as Adjusted Net Debt divided by Adjusted EBITDA.

Our management believes that disclosure of Adjusted EBITDA and Adjusted EBITDA Margin can provide useful supplemental information to investors and financial analysts in their review of our core operating results and financial condition. Our Adjusted Net Debt and Net Leverage Ratio are helpful measures for investors as they enhance investors’ understanding of our financial leverage and overall indebtedness. We provide these non-IFRS measures to enhance investors’ overall understanding of our financial performance. Specifically, we believe the non-IFRS measures provide useful information to both management and investors by excluding certain expenses, gains and losses, as the case may be, that may not be indicative of our core operating results and business outlook.

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Debt and Net Leverage Ratio may not be comparable to other similarly titled measures of other companies and have limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our operating results and financial condition as reported under IFRS Accounting Standards. Non-IFRS measures are not measurements of our performance or liquidity under IFRS Accounting Standards and should not be considered as alternatives to operating profit or net profit for the period/year, or as alternatives to indebtedness, in accordance with IFRS Accounting Standards.

Certain information in this prospectus is presented for the twelve-month period ended March 31, 2026. This information is intended to provide a more meaningful comparison of our most recent operating performance by showing performance for a full twelve-month period. Information for the twelve-month period ended March 31, 2026 has been calculated by taking the relevant information for the year ended December 31, 2025, adding the corresponding information for the three-month period ended March 31, 2026 and subtracting the corresponding information for the three-month period ended March 31, 2025.

Functional and Currency Presentation

In this prospectus, references to “U.S. dollars,” “dollars” and “US$” are to the currency of the United States and references to “Argentine pesos,” “pesos,” or “Ps.” are to the currency of Argentina.

We have defined the U.S. dollar as our functional currency and in this prospectus we use the U.S. dollar as the currency of presentation.

 

iv

We also present our financial statements in Argentina in pesos as required under the CNV Rules (which financial statements are not part of this prospectus).

Rounding

Certain figures (including percentage amounts) included in this prospectus have been rounded for ease of presentation. Percentage figures and totals included in this prospectus have, in some cases, been calculated on the basis of such figures prior to rounding. For this reason, certain percentage and total amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our financial statements and figures shown as total in certain tables may not be an exact arithmetic aggregate of the other figures in the table.

Reverse Stock Split

On June 23, 2026, our shareholders approved an increase in capital stock through the partial conversion of the issuance premium for Ps. 52,929,645 which resulted in a nominal issuance of capital stock on a pro rata basis of 52,929,645 shares with a nominal value of Ps. 1 each (the “Stock Increase”), and a reverse stock split of our Class A and Class B common shares with a ratio of 4-for-1, which was effected on that date (which we refer to as the “Reverse Stock Split”). The Reverse Stock Split combined each 4 outstanding Class A common shares, with a par value of Ps. 1.00, into 1 Class A common share, with a par value of Ps. 4.0, and each 4 outstanding Class B common shares, with a par value of Ps. 1.00, into 1 Class B common share, with a par value of Ps. 4.0. All references to our common shares, share data, per share data, and related information in the prospectus have been retroactively adjusted, where applicable, to reflect the Stock Increase and the Reverse Stock Split as if it had occurred at the beginning of the earliest period presented. See note 33.6 to our audited annual financial statements and note 33.4 to our unaudited interim financial statements.

Industry and Market Data

Industry and market data presented in this prospectus is based on data collected by and available from the INDEC, the Ministry of Economy, the Central Bank, the former Ministry of Energy, the Secretariat of Energy, CAMMESA, ENARGAS, IRENA, EIA (as these terms are defined in “Glossary of Terms”), the Energy Institute, the Global Wind Atlas, the Global Solar Atlas, the Argentine Congressional Budget Office and EcoVadis, among other sources. Certain data is also based on our estimates, which are derived from our review of internal surveys as well as independent sources. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy or completeness.

Industry publications, governmental publications and other market sources, including those referred to above, generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of the information is not guaranteed. We have no reason to believe any of this information or these reports are inaccurate in any material respect. Neither we, the selling shareholder, the international underwriters, the Argentine placement agents, nor their respective agents have independently verified this information, which is subject to change based on various factors, including those discussed in the section entitled “Risk Factors.” Estimates of market and industry data tend to be based on statistical models, key assumptions and limited data sampling, and actual market and industry data may differ significantly from estimated data. In addition, the data that we compile internally and our estimates have not been verified by an independent source. Information derived from management’s knowledge and our experience is presented on a reasonable, good faith basis.

 

v

Emerging Growth Company Status

We qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404(b) of the U.S. Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting.

We have elected to adopt certain of the reduced disclosure requirements available to emerging growth companies. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see “Risk Factors—Risks Relating to this Offering—As a foreign private issuer and an emerging growth company, we will have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies.” We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement under the Securities Act, (b) in which we have total annual revenues of at least US$1.235 billion (as adjusted for inflation), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class B common shares (including Class B common shares represented by ADSs) that is held by non-affiliates exceeds US$700.0 million as of the prior June 30, and (2) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period.

Controlled Company Status

Under the NYSE listing rules, we will be a “controlled company” because more than 50% of the voting power of our shares will be held by YPF following the global offering. See “Principal and Selling Shareholders” and “Description of Bylaws and Capital Stock.”

Foreign Private Issuer Status

Upon the closing of this offering, we will report under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a non-U.S. company with “foreign private issuer” status. As long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies. See “Risk Factors–Risks Relating to this Offering–As a foreign private issuer and an emerging growth company, we will have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies” and “Risk Factors–Risks Relating to this Offering–As a foreign private issuer, we are not subject to certain NYSE corporate governance rules applicable to U.S. listed companies.”

 

vi

GLOSSARY OF TERMS

In this prospectus,

 

•

“AESA” means A-Evangelista S.A.

 

•

“ARCA” means the Argentine Tax Authority (Agencia de Recaudación y Control Aduanero).

 

•

“AFIP” refers to the former Argentine Public Revenue Administration, which was replaced by the ARCA on October 24, 2024 pursuant to Decree No. 953/2024.

 

•

“availability factor” means, with respect to a unit produced, the fraction, expressed in percentage, of a given period of time in which it is available to produce energy.

 

•

“BESS” means battery energy storage system.

 

•

“BICE” means Banco de Inversión y Comercio Exterior S.A.

 

•

“BNA” means the Argentine National Bank (Banco de la Nación Argentina).

 

•

“BNR” means BNR Power Investments B.V. (previously named GE EFS Power Investments B.V.).

 

•

“CAMMESA” means Compañía Administradora del Mercado Mayorista Eléctrico S.A., a nonprofit private stock corporation (sociedad anónima), owned by the Argentine government and four associations that represent the WEM agents with a 20% ownership interest each, which is in charge of the administration of the WEM and the dispatch of electricity into the SADI.

 

•

“Cañadón León” means the Cañadón León wind farm located in Cañadón Seco, in the Province of Santa Cruz.

 

•

“CASA” means the CASA wind farm located in Olavarría, in the Province of Buenos Aires.

 

•

“CDS” means Central Dock Sud S.A.

 

•

“Central Bank” means the Argentine Central Bank (Banco Central de la República Argentina).

 

•

“Central Dock Sud” means the thermal power plant owned by CDS which consists of (i) a combined cycle plant with two gas turbines and a steam turbine, and (ii) a simple cycle with two gas turbines, located in the district of Avellaneda, south of the Buenos Aires Metropolitan Area, in the Province of Buenos Aires.

 

•

“CNV” means the Argentine Securities Commission (Comisión Nacional de Valores).

 

•

“COD” means, with respect to a power plant, the commercial operation date.

 

•

“cogeneration” means the process of combined production of electrical and/or mechanical energy, and heat, which is performed using natural gas or liquid fuel.

 

•

“combined cycle” means a thermo-electrical turbine that drives an alternator that generates electricity, and that then uses the heat released in the process to produce steam and generate additional electricity through a steam turbine.

 

•

“CPI” means the consumer price index.

 

•

“EDELAP” means Empresa Distribuidora La Plata S.A.

 

•

“EDENOR” means Empresa Distribuidora y Comercializadora Norte S.A.

 

•

“EDESUR” means Empresa Distribuidora Sur S.A.

 

•

“EIA” means the U.S. Energy Information Administration.

 

vii

•

“El Bracho” means the El Bracho thermal power plant located in El Bracho, in the Province of Tucumán, which comprises El Bracho GT and El Bracho ST.

 

•

“El Bracho GT” means the gas turbine of the El Bracho thermal power plant.

 

•

“El Bracho ST” means the steam turbine of the El Bracho thermal power plant.

 

•

“El Quemado” means the El Quemado solar farm located in Las Heras, in the Province of Mendoza.

 

•

“ENARGAS” means the Argentine Gas Regulatory Authority (Ente Nacional Regulador del Gas).

 

•

“ENARSA” means Energía Argentina S.A.

 

•

“ENREGE” means the Argentine Gas and Electricity Regulatory Authority (Ente Nacional Regulador del Gas y la Electricidad) created through the merger of the former Argentine Electricity Regulatory Authority (ENRE) and the Argentine Gas Regulatory Authority (ENARGAS).

 

•

“EPC” means engineering, procurement and construction.

 

•

“FODER” means the Trust Fund for Development of Renewable Energy Sources (Fondo para el Desarrollo de Energías Renovables), a fund whose assets are allocated to grant loans, make capital contributions and acquire any other financial instruments as required for the execution and financing of projects for the generation of electricity from renewable sources that meet the applicable eligibility requirements.

 

•

“FONINVEMEM” means the Fund for Investments Required to Increase the Electric Power Supply. (Fondo para Inversiones Necesarias que Permitan Incrementar la Oferta de Energía Eléctrica en el Mercado Eléctrico Mayorista), set forth by means of Resolutions SE No. 1/2019, 31/2020, 440/2021, 238/2022, 826/2022, 750/2023, 869/2023, 9/2024, 99/2024, 193/2024, 233/2024, 285/2024, 20/2024, 387/2024, 603/2024, 27/2025, 113/2025, 143/2025, 177/2025, 227/2025, 280/2025, 331/2025, 356/2025, 381/2025, and 483/2025, which were superseded for YPF Luz assets by Resolution No. 400/2025 effective as of November 1, 2025.

 

•

“General Electric” or “GE” means General Electric Company.

 

•

“GE Vernova” means GE Vernova Inc. or its affiliates.

 

•

“General Levalle” means the General Levalle wind farm located in the municipality of General Levalle, in the Province of Córdoba.

 

•

“GT” means gas turbine.

 

•

“GUMAs” means major large users (Grandes Usuarios Mayores).

 

•

“GUMEs” means minor large users (Grandes Usuarios Menores).

 

•

“GUPAs” means particular large users (Grandes Usuarios Particulares).

 

•

“GW” means gigawatts.

 

•

“GWh” means gigawatts per hour.

 

•

“IDS” means Inversora Dock Sud S.A.

 

•

“IMF” means the International Monetary Fund.

 

•

“INDEC” means the Argentine Institute of Statistics and Census of the Argentine Republic (Instituto Nacional de Estadística y Censos de la República Argentina).

 

•

“IRENA” means the International Renewable Energy Agency.

 

viii

•

“kcal/kWh” means kilocalorie per kilowatt per hour.

 

•

“kg/s” means kilogram per second.

 

•

“kJ” means kilojoules.

 

•

“kV” means kilovolts.

 

•

“kW” means kilowatts.

 

•

“kWh” means kilowatts per hour.

 

•

“La Plata Cogeneration Complex” means the LPC I Power Plant and the LPC II Power Plant, located at La Plata refinery in the Province of Buenos Aires.

 

•

“LNG” means liquefied natural gas.

 

•

“load factor” means the coefficient between the energy actually generated by a wind farm or solar farm and the energy that such wind farm or solar farm would generate if it operated full time.

 

•

“Loma Campana Complex” means the Loma Campana I Power Plant, the Loma Campana II Power Plant and Loma Campana Este Power Plant, located in the area of unconventional hydrocarbons exploitation known as “Vaca Muerta,” in the Province of Neuquén.

 

•

“Loma Campana Este” means the Loma Campana Este power plant located in the district of Añelo, Province of Neuquén.

 

•

“Loma Campana I” means the Loma Campana I thermal power plant located in the district of Añelo, Province of Neuquén.

 

•

“Loma Campana II” means the Loma Campana II thermal power plant located in the district of Añelo, Province of Neuquén.

 

•

“Los Teros” means the Los Teros wind farm located in Azul, in the Province of Buenos Aires.

 

•

“LPC I” means the cogeneration plant located at YPF’s La Plata refinery, located in Ensenada, in the Province of Buenos Aires.

 

•

“LPC II” means the cogeneration plant located at YPF’s La Plata refinery, located in Ensenada, in the Province of Buenos Aires.

 

•

“Manantiales Behr Power Plant” means the Manantiales Behr thermal power plant located in Manantiales Behr, in the Province of Chubut.

 

•

“Manantiales Behr Wind Farm” means the Manantiales Behr wind farm located in Manantiales Behr, in the Province of Chubut.

 

•

“MAT” means the Argentine Term Market (Mercado a Término), established by Resolution No. 400/2025, as amended and supplemented.

 

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“MATE” means the Argentine Energy Term Market (Mercado a Término de Energía), established by Resolution No. 400/2025, as amended and supplemented.

 

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“MATER” means the Argentine Renewable Energy Term Market (Mercado a Término de Energía Renovable) established by Resolution MINEM No. 281/2017, as amended and supplemented.

 

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“MATP” means the Argentine Power Term Market (Mercado a Término de Potencia) established by Resolution No. 400/2025, as amended and supplemented.

 

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“Ministry of Energy” or “MEM” means the former Argentine Ministry of Energy and Mining (Ministerio de Energía y Minería de la República Argentina), currently the Secretariat of Energy.

 

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“m3/d” means cubic meters per day.

 

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“Mm3/d” means million cubic meters per day.

 

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“MVA” means MegaVolt-Ampere.

 

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“MW” means megawatts.

 

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“MWh” means megawatts per hour.

 

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“Natural Gas Agreement” means the framework agreement established pursuant to Resolution No. 400/2025 through which thermal power generators may be supplied with natural gas by accessing the Plan Gas administered by CAMMESA and/or ENARSA, and by making purchases of LNG through CAMMESA and/or ENARSA.

 

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“Neuba II Gas Pipeline” means the gas pipeline designed to transport natural gas from the Argentine province of Neuquén to Greater Buenos Aires, known as Gasoducto Neuba II.

 

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“Northern Gas Pipeline” means the gas pipeline designed to transport natural gas from San Jerónimo, Province of Santa Fe, to Campo Duran, Province of Salta, known as Gasoducto Norte.

 

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“Pacific Gas Pipeline” means the gas pipeline designed to transport natural gas from the Neuquén region of Argentina to the Biobío region of Chile, known as Gasoducto del Pacífico.

 

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“PAT” means the Argentine personal asset tax.

 

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“Perito Moreno Gas Pipeline” means the gas pipeline designed to transport natural gas from the Vaca Muerta region of Argentina to Salliqueló, in the Argentine province of Buenos Aires, known as Gasoducto Perito Moreno.

 

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“Plan Gas” means the Argentine Natural Gas Production Promotion Plan (Plan de Promoción de la Producción del Gas Natural Argentino) established in Article 2 of Decree No. 892/2020.

 

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“PPA” means capacity and/or power purchase agreements, as applicable, executed between us and our customers.

 

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“reciprocating engine” means a heat engine that uses one or more reciprocating pistons to convert pressure into a rotating motion to generate energy.

 

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“Renewable Energy Law” means the regime introduced by Law No. 26,190 and its modifications, particularly Law No. 27,191.

 

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“Renewable Energy Program” means the Argentine Promotion Regime for the Use of Renewable Energy Sources for Electricity Production introduced by the Renewable Energy Law and complementary regulations issued by the Ministry of Energy, including Resolution No. 712/2009 and Resolution No. 202-E/2016.

 

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“RenovAr” means the public bidding program for the procurement of energy from renewable sources, established within the framework of the Renewable Energy Program.

 

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“Resolution No. 21/2016” means Resolution No. 21/2016 of the former MEM’s Secretariat of Electric Energy.

 

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“Resolution No. 95/2013” means Resolution No. 95/2013 of the former MEM’s Secretariat of Energy.

 

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“Resolution No. 287/2017” means Resolution No. 287/2017 of the former MEM’s Secretariat of Electric Energy.

 

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“Resolution No. 400/2025” means Resolution No. 400/2025 of the Secretariat of Energy.

 

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“RIGI” (Régimen de Incentivo para Grandes Inversiones) means the incentive regime for large investments created by Law No. 27,742 to attract investments exceeding US$200 million. This regime aims to provide regulatory stability for 30 years, as well as tax benefits (reduction of income tax to 25%), customs benefits, and foreign exchange benefits (unrestricted availability of foreign currency).

 

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“SADI” means the Argentine electricity grid (Sistema Argentino de Interconexión).

 

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“San Miguel de Tucumán” means the San Miguel de Tucumán thermal power plant located in the district of El Bracho, approximately 22 kilometers south of San Miguel de Tucumán, Province of Tucumán.

 

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“Secretariat of Energy” means the Argentine Secretariat of Energy.

 

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“Secretariat of Electric Energy” means the former Argentine Secretariat of Electric Energy.

 

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“simple cycle” means a thermo-electrical turbine that operates an alternator to generate electricity with one or more gas turbines or internal combustion engines. Unlike combined cycle gas turbines, simple cycle gas turbines have only one energy cycle.

 

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“spot market” means electricity which has not been contracted under PPAs and is sold by generators to the WEM and remunerated by CAMMESA under Resolution No. 400/2025, as amended and supplemented, which superseded the previous regulatory scheme applicable to compensation for sales in the spot market, effective as of November 1, 2025.

 

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“ST” means steam turbine without reheat.

 

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“TGN” means Transportadora de Gas del Norte S.A.

 

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“TGS” means Transportadora de Gas del Sur S.A.

 

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“thermal power plant” means a generation unit that uses heat power derived from fuel, such as natural gas, diesel or coal, as an energy source to drive the power generator.

 

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“Tn/h” means tons per hour.

 

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“Tucumán Complex” means the Tucumán Power Plant, the San Miguel de Tucumán Power Plant and the El Bracho Power Plant, located in the Province of Tucumán.

 

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“TWh” means terawatts per hour.

 

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“Tucumán Power Plant” means the Tucumán thermal power plant located in the district of El Bracho, approximately 22 kilometers to the south of San Miguel de Tucumán, Province of Tucumán.

 

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“VAT” means Value Added Tax.

 

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“Vestas”, as required by the context, means Vestas Wind Systems A/S and Vestas Argentina S.A. or any of their respective affiliates.

 

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“VPC” means variable production cost.

 

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“WEM” or “Wholesale Electricity Market” means the Argentine Wholesale Electricity Market (Mercado Eléctrico Mayorista de Argentina).

 

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“WPI” means wholesale price index.

 

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“YPF” means YPF S.A.

 

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“Zonda” means the Zonda solar farm located in Iglesia, in the Province of San Juan.

 

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Unless otherwise indicated, statistics provided throughout this prospectus with respect to power plants are expressed in MW, in the case of the installed capacity of such power plants, and in GWh, in the case of the aggregate electricity production of power plants. One GW is equal to 1,000 MW and one MW is equal to 1,000 kW. Statistics relating to aggregate annual electricity production are expressed in GWh and are based on an 8,760-hour year.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of U.S. federal securities laws. You can identify these statements because they are not limited to historical fact or they use words such as “may,” “will,” “should,” “could,” “would,” “aim,” “believe,” “anticipate,” “plan,” “expect,” “estimate” or “intend,” and similar expressions that concern our strategy, plans, intentions, initiatives, or beliefs about future occurrences or results.

Forward-looking statements include statements regarding our current belief or expectations as of the date of this prospectus and estimates on future events and trends that affect or may affect our business, financial condition, results of operations, liquidity, prospects and the trading price of our Class B common shares or the ADSs, including our growth plan and pipeline of new projects. Although forward-looking statements are based on assumptions and information currently available to us, which we believe to be reasonable, none of the forward-looking statements, whether expressed or implied, are indicative of or guarantee future results. Given these limitations, you are cautioned not to place undue reliance on forward-looking statements.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Key factors that could cause actual results to differ materially from the expectations expressed in or implied by forward-looking statements include:

 

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macroeconomic, political and regulatory conditions in Argentina;

 

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developments in other countries that impact conditions in Argentina;

 

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Argentine governmental policies and their effect on the economy;

 

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inflation in Argentina;

 

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exchange rate fluctuations, including a devaluation of the Argentine peso;

 

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exchange controls, restrictions on transfers abroad and restrictions on capital flows;

 

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the availability of financing on reasonable terms, including as a result of conditions in regional and global markets;

 

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regulations applicable to the Argentine electricity sector, including ongoing changes to the current regulatory framework as part of the efforts to normalize the WEM;

 

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the financial ability and willingness of CAMMESA or other clients to meet their payment obligations, and our ability to collect amounts in a timely manner from CAMMESA or other clients;

 

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our ability to renew or enter into new PPAs for the sale of generation capacity and electricity on similar terms as those historically obtained, or at all;

 

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uncertainty regarding the expected wind and solar resources which depend, to a large extent, on climatic conditions;

 

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competition in the energy sector, including as a result of the construction of new generation capacity;

 

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market conditions in the electricity sector, including changes in prices, supply and demand and in the payment capacity of our clients;

 

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the availability and cost of fuel for our thermal generation plants;

 

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our ability to develop or acquire new power generation assets or asset portfolios;

 

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operational risks related to the generation of electric power, including risks that affect the availability of our power generation plants;

 

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extraneous events, such as terrorist attacks, cybersecurity events, geopolitical events, war, climate changes, health pandemics and natural disasters, as well as emergencies, accidents or incidents involving our infrastructure; and

 

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additional matters identified in “Risk Factors.”

The forward-looking statements made in this prospectus speak only as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

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RISK FACTORS

An investment in our Class B common shares or the ADSs involves significant risks. Before you decide to invest in our Class B common shares or the ADSs, you should carefully consider all the information set forth in this prospectus, including the risks described below. Note that an investment in the securities of issuers whose operations are located in emerging market countries such as Argentina involves a higher degree of risk than an investment in the securities of issuers whose operations are located in the United States or other more developed countries. In the event that any of these risks occurs, our business, financial condition, results of operations, cash flows and prospects may be materially adversely affected and, as a result, the value and trading price of our Class B common shares and the ADSs may decline and you may lose all or part of your investment. We currently believe that the risks described below are those that may adversely affect us. Additional risks and uncertainties not currently known to us, or that we currently believe to be immaterial, may have a material adverse effect on us in the future.

When determining whether to invest, you should also refer to the other information contained in this prospectus, including our financial statements. You should also carefully review the cautionary statements referred to under “Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in this prospectus.

For the purposes of this section, the indication that a risk, uncertainty or problem may or will have an “adverse effect on us” or may or will “adversely affect us” means that the risk, uncertainty or problem could have a material adverse effect on our business, financial condition, results of operations, cash flows, prospects and/or the liquidity or trading price of our Class B common shares or the ADSs, except as otherwise indicated or as the context may otherwise require. You should view similar expressions in this “Risk Factors” section as having a similar meaning.

Risks Relating to Argentina

Our business is largely dependent upon economic conditions in Argentina.

Substantially all of our operations, properties and customers are located in Argentina and, as a result, our business is to a large extent dependent upon economic conditions prevailing in the country. You should make your own assessment about Argentina before making an investment decision with respect to our Class B common shares and the ADSs.

Argentine economic conditions are impacted by a variety of factors, including, but not limited to, the following: fluctuations in international demand and prices for Argentina’s commodity exports; competitiveness and efficiency of domestic industries and services; foreign and domestic investment and financing; stability and competitiveness of the Argentine peso against foreign currencies; high levels of inflation resulting in wage and price controls; high interest rates; high level of sovereign indebtedness; the level of foreign exchange reserves in the Central Bank, which may result in changes in currency values and exchange and capital control regulations; adverse external economic shocks; changes in economic or fiscal policies implemented by the Argentine government; labor disputes and work stoppages; the level of expenditure by the Argentine government and the ability to reach and sustain fiscal balance; the level of unemployment; political instability and social tensions.

Changes in economic, political and regulatory conditions in Argentina, as well as measures taken by the Argentine government, have had and are expected to continue to have a significant impact on us. We cannot predict the impact of any measures that the Argentine government may adopt in the future, or whether those measures will have the effects sought. Uncertainty with respect to government policies may lead to additional volatility of Argentine stock market prices including companies that

 

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operate in the energy sector, given the degree of state regulation over this industry historically. Additionally, we cannot assure you that the current policies that apply to the energy sector will not be changed in the future.

The Argentine economy has experienced significant volatility in past decades, including numerous periods of low or negative growth and high and variable levels of inflation and currency devaluation. No assurances can be given that the Argentine economy will grow in the future on a sustainable basis. Although revenues are linked to U.S. dollars, a certain portion of our expenses are in Argentine pesos, so if inflation outpaces currency devaluation, our costs increase in U.S. dollar terms, adversely affecting our results of operations.

If economic conditions in Argentina were to deteriorate, if inflation were to accelerate, if Argentina is not able to refinance its debt, if federal fiscal balances were to turn negative, affecting the Argentine government’s ability to access long term financing, or if the Argentine government’s measures to attract or retain foreign investment and international financing to incentivize domestic economy activity are unsuccessful, such events could adversely affect Argentina’s economic growth and in turn affect our business, financial condition and results of operations.

According to a Morgan Stanley Capital International (“MSCI”) release, Argentina was considered an emerging market until June 2021, when it was classified as a standalone market. Economic and market conditions in Argentina and in emerging market countries, especially those in Latin America, influence the market for securities issued by Argentine companies. Volatility in securities markets in Latin America and in emerging market countries, as well as potential increases in interest rates in the United States and other developed countries, may have a negative impact on the trading value of our Class B common shares and the ADSs, and on our ability and the terms on which we are able to access international capital markets. In addition, standalone markets include additional risks such as government restrictions that may limit investments and risks associated with political developments.

There are outstanding claims, arbitral awards and court judgments against the Argentine government, including those before the International Centre for Settlement of Investment Disputes (“ICSID”), and in foreign courts, which, if resolved adversely and/or enforced against the Argentine government, could have an adverse effect on the Argentine government’s ability to implement reforms and to foster economic growth.

Additionally, the lack of a solid and transparent institutional framework governing contracts with the Argentine government and its agencies, as well as allegations of corruption, have adversely affected Argentina. The Argentine government, recognizing these issues, has announced several measures aimed at strengthening Argentina’s institutions and reducing corruption. However, we cannot assure you that the implementation of these measures will be successful.

We cannot assure you that any of these factors or the perception of risk in Argentina will not adversely affect our ability to raise capital, including our ability to refinance our debt at maturity, which would negatively affect our investment plans and consequently our business, financial condition and results of operations, which in turn may have an adverse effect on the trading value of our Class B common shares and the ADSs.

Argentina’s ability to obtain international financing could be limited which may have an impact on our ability to access international financing.

In past years, Argentina has experienced financial distress, leading to an increase in the incurrence of public debt.

 

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In 2022 the Argentine government and the International Monetary Fund (the “IMF”) reached understandings on key policies as part of their ongoing discussions within the framework of an IMF-supported financing program and, the Argentine government approved the entering into an agreement (the “IMF Agreement”) between the IMF and the Argentine executive branch in order to refinance US$44.0 billion of debt incurred between 2018 and 2019 under a stand-by agreement which was originally scheduled to be paid between 2021 and 2023. The IMF Agreement included ten quarterly reviews during two and a half years to ensure compliance by the Argentine government with the targets established for each review period, with disbursements being made available after each review. The repayment term for each disbursement is ten years, with a grace period of four and a half years, starting in 2026 and ending in 2034.

On March 11, 2025, the Argentine government issued the Emergency Decree No. 179/2025 (the “Decree 179/25”) which approved certain public credit transactions set forth in the IMF Agreement. These credit transactions have a ten-year maturity period, and the proceeds therefrom are expected to be used for the repayment of certain pre-existing obligations, among other purposes. On April 8, 2025, the IMF and the Argentine government reached an agreement to enter into a new financing agreement (the “New IMF Agreement”) for a total amount of approximately US$20 billion. On April 11, 2025, the IMF approved an initial disbursement of US$12 billion under the New IMF Agreement, with a second disbursement of approximately US$2 billion following the completion of the first review in July 2025. The New IMF Agreement has a ten-year maturity period and an annual interest rate of 5.63%. Additionally, on April 11, 2025, the World Bank and the Inter-American Development Bank approved the granting of financial assistance to Argentina under multi-year programs in the amounts of US$12 billion and US$10 billion, respectively.

We cannot assure that the targets of the upcoming reviews will be met, and we also cannot predict the impact of the implementation of the New IMF Agreement on Argentina’s ability (and indirectly the ability of Argentine companies) to access the international credit and capital markets. Moreover, the long-term impact of these measures and any other future measures taken by the Argentine government on the local economy is uncertain.

In spite of the restructurings of the Argentine public debt and Argentina’s credit rating improvements, international markets remain cautious about the sustainability of Argentina’s debt and, therefore, although country risk indicators have tended to decrease since the fourth quarter of 2023, they remain high when compared to the average of other countries in the region. We cannot assure whether Argentina’s credit ratings will be maintained or that they will not be downgraded, suspended or cancelled. Any credit rating downgrade, suspension or cancellation for Argentina’s sovereign debt may have an adverse effect on the Argentine economy, our ability to access international credit and capital markets. As such, any adverse effect on our business due to changes in Argentina’s credit rating may adversely affect our own credit rating, as well as the market value of our Class B common shares and the ADSs.

The Argentine economy has been and could be adversely affected by economic developments in other markets.

Financial and securities markets in Argentina and the Argentine economy are influenced by the effects of global or regional market conditions. Global economic instability could impact the Argentine economy and jeopardize Argentina’s ability to stabilize its economy, such as deterioration of economic conditions in Brazil (Argentina’s main trading partner) and of the economies of other major trading partners of Argentina, such as China or the United States, increases in the interest rates in the United States and other developed countries, the trade policies or measures implemented by the U.S. administration, and measures implemented by other governments, including the imposition of new tariffs that could affect cross-border commerce, geopolitical tensions among the United States and

 

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other countries, conflicts such as between Russia and Ukraine, between the United States, Israel and Iran, or in the Middle East, particularly with respect to the Strait of Hormuz, political and social discords, terrorist attacks, downgrades of sovereign debt ratings, and pandemics. Although economic conditions vary from country to country, investors’ reactions to events occurring in one country sometimes have a “contagion” effect, causing an entire region or asset class to be disfavored by international investors.

Geopolitical conflicts have had, and are likely to continue to have, a significant impact on international commodity prices, supply chains and inflationary pressures globally. Due to the uncertainties inherent in the scale and duration of these events and their direct and indirect effects, we cannot predict the full impact on the world economy and global financial markets, on the Argentine economy and, consequently, on our business, financial condition and results of operations. Any such disruptions may also magnify the impact of other risks described in this prospectus.

We cannot assure you that the Argentine economy and securities markets will not be adversely impacted by events affecting developed economies, emerging markets or any of Argentina’s major trading partners, which could in turn adversely affect our business, financial condition and results of operations, and the market value of our Class B common shares and the ADSs.

We may be exposed to fluctuations in foreign exchange rates.

Historically the devaluation of the Argentine peso has had a negative impact on the economy and has also led to an increase in inflation.

The value of the peso has fluctuated significantly in the past. As of December 31, 2025, the value of the Argentine peso amounted to Ps.1,459.42 per US$1.00, according to the Central Bank, which represented increases in the exchange rate between the Argentine peso and the U.S. dollar of 41.3% and 80.5% compared to December 31, 2024 and 2023. As of June 16, 2026, the peso was valued at Ps.1,432.67 per US$1.00, a decrease of approximately 1.8% against the U.S. dollar, compared to December 30, 2025.

In addition, our results of operations are exposed to currency fluctuations and any devaluation of the Argentine peso against the U.S. dollar and other foreign currencies may adversely affect our business and results of operations. Although most of our revenues are denominated in or linked to the U.S. dollars, our revenues are collected in Argentine pesos and, therefore, we are exposed to Argentine peso/U.S. dollar exchange rate risk.

The main effects of the devaluation of the Argentine peso on our results of operations, to the extent not mitigated by inflation, are related to: (i) our collections related to revenue from sales to CAMMESA in the spot market and under PPAs, and from our fuel management; (ii) deferred income tax related primarily to property, plant and equipment; (iii) current income tax; (iv) the increase in depreciation and amortization resulting from the revaluation in pesos of our property, plant and equipment and our intangible assets; and (v) foreign exchange differences resulting from our exposure to the Argentine peso.

As a result of the Argentine peso’s volatility, the Argentine government and the Central Bank have implemented several measures and regulations to stabilize its value. Future exchange rate dynamics will partly depend on the monetary and foreign exchange policies implemented by the Central Bank. We cannot assure you that these measures will stabilize the peso or limit exchange rate volatility.

Under Resolution No. 400/2025, thermal power generators in the spot market, including us, receive two types of remuneration from CAMMESA based on the available capacity of the power plant

 

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during each designated hour and the energy produced, with amounts denominated in U.S. dollars but paid in Argentine pesos. As a result, we are exposed to foreign exchange risk, as any depreciation of the Argentine peso between the time revenues are determined and the time payments are collected could adversely affect our results. This exposure arises both from the period between billing and payment for capacity, as well as from the 15-day calculation periods used to determine energy prices and payment for energy sold. The aforementioned resolution authorizes thermal power generators in the spot market to enter into contracts with private customers for up to their full available capacity and for a percentage of their monthly generated energy. This arrangement allows them to reduce their exposure to the remuneration system administered by CAMMESA and its payment terms. Additionally, the remuneration under our PPAs with CAMMESA are denominated in U.S. dollars and payable in Argentine pesos. Although CAMMESA currently covers exchange rate fluctuations for the first 42 days after billing, we remain exposed thereafter and until payment is received, particularly in the event of payment delays which have occurred in the past. Although applicable regulations require CAMMESA to pay late payment interest to power generators, such interest rate may not be sufficient to offset the negative effects of a devaluation of the Argentine peso against the U.S. dollar.

On the other hand, a substantial increase in the value of the Argentine peso against the U.S. dollar could adversely affect Argentina’s economic competitiveness. A significant real appreciation of the Argentine peso would adversely affect exports and reduce Argentina’s trade surplus or cause a trade deficit, and would also increase the U.S. dollar value of our costs denominated in Argentine pesos.

We cannot predict whether, and to what extent, the value of the Argentine peso may continue to depreciate or appreciate against the U.S. dollar or other foreign currencies, and the impact that such variations may have on our financial condition and results of operations.

We may be subject to exchange and capital controls.

The Argentine government and the Central Bank have implemented measures that control and restrict the ability of companies and individuals to access the Argentine foreign exchange market (the “Foreign Exchange Market”) to purchase foreign currencies and to transfer such currencies abroad. Those measures included restrictions on the acquisition of foreign currency to be held as cash in Argentina by companies, requirements that exporters repatriate and settle in Argentine pesos in the local exchange market and limitations on the transfer of securities into and from Argentina.

We cannot assure you that the Central Bank or other government agencies will not increase or relax controls or restrictions, make modifications to these regulations, impose mandatory refinancing plans related to our indebtedness payable in currencies other than Argentine pesos, establish more severe restrictions on currency exchange, or maintain the current foreign exchange regime or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which we acquire currency to pay imports and/or to service our outstanding liabilities denominated in currencies other than Argentine pesos, all of which could affect our ability to comply with our financial obligations when due, raise capital, refinance our debt at maturity, obtain new financing, execute our capital expenditure plans, and/or undermine our ability to pay dividends to foreign shareholders. Consequently, exchange controls and restrictions could materially and adversely affect our business, financial condition and results of operations.

Changes in Argentine tax laws and/or the implementation of new taxes and export/import regulations could adversely affect our business.

We cannot assure that the Argentine government will not adopt changes to tax regulations, nor that these changes will not adversely affect our business, financial condition and results of operations.

 

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We cannot assure you that taxes and export/import regulations will not be modified in the future or that other new taxes or regulations will not be imposed, which may adversely affect our business, financial condition and results of operations.

The Argentine government introduced changes to the corporate income tax rate and distribution of dividends tax rate in the last few years. We cannot assure you that the Argentine government will not adopt additional changes in the income tax rate, nor that these changes and those that may be adopted in the future will not adversely affect our business, financial condition and results of operations.

Risks Relating to the Electricity Sector in Argentina

The Argentine electricity sector has been subject to government intervention and ongoing regulatory changes, including recent efforts to normalize the WEM.

The Argentine electricity sector has historically been subject to significant government intervention and regulatory changes. Although the sector was deregulated in the 1990s following the enactment of Law No. 24,065, subsequent laws, decrees and resolutions have been enacted which have subjected the Argentine electricity sector to state intervention. These included the renegotiation of public service contracts under Law No. 25,561, including freezing rates and removing inflation adjustments. From 2015 to 2017, Argentina introduced measures to fund infrastructure and dollarize electricity prices. In 2019, Law No. 27,541 gave the executive branch authority to restructure tariffs and intervene in regulatory bodies. In 2023, a state of emergency was declared in the energy sector, directing the Secretariat of Energy to stabilize prices and review tariffs. In 2024, the Bases Law gave the executive branch power to modify the electricity sector’s regulatory framework.

On January 28, 2025, Resolution No. 21/2025 was issued to reform the WEM, removing bilateral contracting restrictions, decentralizing fuel management, and creating incentives for new generation capacity. Under Resolution No. 400/2025, effective November 1, 2025, the WEM was modified to ensure continuity and growth of Argentina’s electric system. It also introduced a price signaling framework and a marginal cost-based remuneration system for electricity supply. For more information, see “Industry and Regulatory Overview–The Wholesale Electricity Market (WEM).”

We cannot assure you that these measures to normalize the Argentine electricity sector will be effective, nor can we assure you what impact these measures will have. In addition, we cannot assure you that future regulations, changes in the regulatory framework or government actions will not adversely affect the electricity sector. The Argentine government may adopt new regulations or emergency measures, and CAMMESA may modify payment terms, contractual arrangements or market practices. Such changes could adversely affect our business, financial condition or results of operations.

CAMMESA may delay or alter payments to electric power generators.

We receive significant payments from CAMMESA for energy and capacity sold under our PPAs with CAMMESA as well as under the spot market, which, in the past, have been subject to delays or modifications in the type or amount of remuneration. During the year ended December 31, 2025, our revenues under our PPAs with CAMMESA and the spot market accounted for 38.3% and 24.2% of our revenues, respectively, and for the three-month period ended March 31, 2026, our revenues under our PPAs with CAMMESA and the spot market accounted for 23.3% and 45.7% of our revenues, respectively. Spot market sales for the three-month period ended March 31, 2026 includes the recognition of revenues from the self-management procurement of fuel following the new regulatory framework established by Resolution No. 400/2025.

 

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CAMMESA’s ability to make payments to us depends on CAMMESA receiving payments from other agents in the Argentine electricity market, such as electric power distribution companies, large users and the Argentine government. In the past, electric power distribution companies incurred significant payment defaults, made only partial payments, or made payments with significant delays, which in turn affected CAMMESA’s ability to meet its payment obligations with electricity generators, including us.

Moreover, payments to generators should be settled 42 days after the end of each month, however, in past years those payments have at times been significantly delayed. During 2025, the average time it has taken CAMMESA to make payments to power generators was 49 days from the end of the relevant month. However, at certain times in the past, the terms for payments by CAMMESA exceeded 100 days. We cannot assure you that these payment terms will be maintained in the future.

In addition, CAMMESA has compensated electricity generators for owed payments with alternative means of payment; for example, CAMMESA paid owed payments corresponding to December 2023 and January and February 2024 under the previous regulatory scheme for the spot market and the PPAs with CAMMESA owed to thermal power generators, including us, with Argentine sovereign bonds. We cannot assure you that this measure or alternative measures regarding owed payments will not be implemented by CAMMESA in the future.

We cannot assure you that CAMMESA will be able to pay us for our power generation and capacity, or that CAMMESA will not unilaterally cancel outstanding balances under the PPAs, or that it will utilize any type of alternative payment mechanism. CAMMESA’s inability to make payments or to make such payments in a timely or complete manner could adversely affect our business, financial condition and results of operations.

The new regulatory framework, effective as of November 1, 2025, contemplates a gradual reduction in CAMMESA’s role as a central counterparty for certain transactions which, if successful, could mean that an increasing portion of the energy marketed by the Company will be sold to counterparties other than CAMMESA. While these changes will reduce our exposure to CAMMESA, they could expose our business to other counterparty risks.

Our business and operations are highly dependent on key customers, primarily CAMMESA and YPF, and we may not be able to renew our PPAs or enter into new PPAs on similar terms.

We sell a significant portion of the energy we generate to two key customers, CAMMESA and YPF. During 2025, 38.3% of our revenues came from PPAs with CAMMESA and 20.5% of our revenues came from YPF under PPAs for electricity and steam. During the three-month period ended March 31, 2026, 23.3% of our revenues came from PPAs with CAMMESA and 14.7% of our revenues came from YPF under PPAs for electricity and steam. As of the date of this prospectus, the remaining weighted average term of the PPAs entered into with CAMMESA with respect to thermal power plants and renewable energy power plants is approximately 5 and 10 years, respectively, and the remaining weighted average term of the PPAs with YPF with respect to thermal power plants and renewable energy power plants is approximately 6 and 9 years, respectively.

Upon the expiration of our PPAs with CAMMESA, we may be unable to renew such agreements on similar or favorable terms or at all. As a result, we may be required to transition these PPAs to the MAT, which could entail different or less favorable contractual conditions, or we may be required to sell on the spot market without PPAs. Pursuant to Resolution No. 400/2025, effective as of November 1, 2025, the Secretariat of Energy seeks to promote free contracting among market participants which may require us to enter into PPAs with other private parties rather than CAMMESA.

 

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In addition, upon the expiration of our PPAs with YPF, we may be unable to renew such agreements on similar or favorable terms or at all. Moreover, following YPF’s divestment plan of certain conventional hydrocarbon production assets launched in 2024, which aims to optimize YPF’s asset portfolio and focus its investments on the development of the shale business in Vaca Muerta region of Argentina, YPF’s demand for energy supplied by some of our power plants has decreased. Moreover, we are in the process of entering into assignment agreements or new PPAs with the purchasers of some of YPF’s oil fields, and part of the energy generated by these plants is currently sold in the spot market.

We cannot assure you that we will be able to sell the energy currently sold to CAMMESA or YPF under the same terms, which could require us to seek alternative off-takers under different and potentially less favorable terms, thereby affecting our business, financial condition and results of operations.

We are exposed to counterparty risks arising from the diversification of our commercial portfolio and changes in the electricity market.

The regulatory framework of the WEM has recently undergone significant reforms aimed at promoting bilateral contracting, the decentralization of fuel management over time, and the incorporation of new market participants, in a context of subsidy reduction, tariff adjustment, and a review of CAMMESA’s role in the sector’s payment chain. As a result of these reforms, and those that may be implemented in the future, we may be able to commercialize energy with a variety of counterparties in addition to CAMMESA and YPF, including distribution companies, trading agents, large users authorized to contract directly in the market, and other industrial or commercial customers that were not part of the market as direct counterparties to generators under the previous framework. In particular, the sale of electricity to these potential new counterparties could present a higher risk of default, non-compliance, payment restructuring or insolvency. We may experience delays in payments or defaults by these customers, which could negatively impact our business, financial condition and results of operations.

We cannot assure you that we will be able to mitigate the risks associated with counterparty diversification through the execution of new long-term contracts, the obtainment of payment guarantees, or the implementation of hedging mechanisms, which could adversely affect our business, financial condition and results of operations.

Electricity demand may be affected by tariff increases, which could lead generation companies like us to record lower revenues.

Historically, electricity demand in Argentina has been affected by the overall level of economic activity and the ability of consumers to pay their electricity bills. Any significant increase in energy prices (whether through a tariff increase or through a cut in consumer subsidies) or a decline in economic activity could result in a decline in demand for the energy that we generate. A significant reduction in the demand for electricity or an increase in delinquency in the payment of energy by consumers and distributors could lead us to record lower revenues and results, which could adversely affect our business, financial condition and results of our operations.

Since 2022, the Argentine government has implemented measures to reduce consumer subsidies and realign end-user electricity tariffs (including income-based segmentation and periodic updates of wholesale and network charges). These measures are increasing final bills for residential and commercial users, which could reduce electricity demand and affect pricing, which could affect our business, financial condition and results of operations.

 

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Argentina has certain energy transmission and distribution limitations that adversely affect the capacity of electric power generators to deliver the energy they produce, which results in reduced sales.

The energy that generators dispatch to the SADI at all times depends on the capacity of Argentina’s transmission and distribution system. At certain times of the year, or under certain operational conditions, the transmission system restricts the capacity of generators to deliver available energy. As a result, not all of the energy that can technically be generated can be fed into the grid, since it cannot be transmitted or distributed through the transmission and distribution networks. Any limitations on energy transmission for generators may increase costs or reduce revenues, which could adversely affect our business, financial condition and results of operations.

Historically, restrictive transmission and distribution price regulation has provided insufficient incentives for transmission and distribution companies to invest in infrastructure expansion. Electricity demand growth has tended to exceed increases in generation, transmission and distribution capacity, resulting in power shortages, service disruptions and curtailment of available generation capacity. If the demand for energy continues to increase in the future, the current levels of power transmission and distribution or the installed technology may not be sufficient to meet the demand and may cause disruptions.

While Decree No. 450/2025 introduced reforms to reduce government intervention in electricity sector pricing and contracting and promote transmission infrastructure modernization, we cannot assure you whether transmission and distribution facilities in Argentina will be expanded or upgraded in a timely manner. A sustained increase in disruptions in the electrical system could generate future shortages and could prevent us from delivering the electricity we produce and sell, which, in turn, could adversely affect our business, financial condition and results of operations.

Currently, our renewable plants have full or partial priority of dispatch. However, we cannot assure you that our new projects will obtain priority in the dispatch, in full or in part, or whether the priority of dispatch of our operating assets will be effective. If this priority is not obtained or is not effective, such lack of priority could adversely affect our business, financial condition and results of operations.

Our ability to generate electricity at our thermal generation plants partially depends on the availability, price and transport of natural gas and, to a lesser extent, diesel fuel, and may be affected by fluctuations in the supply, price and transportation capacity of natural gas and diesel fuel.

Our ability to generate electricity at our thermal power plants depends on the availability and the price of the fuels we use, primarily natural gas and, to a lesser extent, diesel fuel, including both the supply of fuel and transportation capacity. As a result, fluctuations in the availability and/or price of natural gas and diesel fuel, including as a result of global events, could have an adverse effect on our results of operations.

The supply and price of natural gas and diesel fuel used in our thermal generation plants has been and may from time to time continue to be affected by, among other things, the availability of natural gas and diesel fuel in Argentina, its transportation, and the prices of national and imported fuels, which may be further affected by increases in oil and gas prices resulting from the conflict in Middle East. We cannot ensure that there will be sufficient production and transportation capacity for natural gas and/or diesel to supply our thermal power plants.

At thermal power plants where we have entered into PPAs with CAMMESA, CAMMESA is obligated to supply fuel (whether natural gas or diesel) until the PPA expires. In the specific case of our

 

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LPC II power plant, YPF has allocated volumes from the Plan Gas for the supply of natural gas to the plant, therefore, once the Plan Gas ends in December 2028, or earlier if we decide to resume managing our own fuel supply, CAMMESA must assume its contractual obligation to supply fuel to our LPC II power plant. Similarly, at the thermal power plants where we have entered into PPAs with YPF, YPF is responsible for providing us with the natural gas necessary to operate those plants until the PPA expires. If CAMMESA or YPF were to cease supplying us with natural gas and/or diesel during the terms of the PPAs, and we were unable to purchase natural gas and/or diesel at favorable prices, or if the supply of natural gas and/or diesel were to be reduced, our ability to operate our thermal plants could be adversely affected, although the majority of revenue comes from capacity fees, with the exception of cogeneration plants, where steam supply and the related revenues would be affected.

At thermal power plants where we have not entered into a PPA with either CAMMESA or YPF, fuel supply—and all related compensation implications—is governed by Resolution No. 400/2025. With respect to natural gas supply through the expiration of the Plan Gas in December 2028, fuel procurement is deemed to be self-managed, whether through adherence to the Natural Gas Agreement (which involves CAMMESA’s centralized gas purchases under the Plan Gas) and/or through direct fuel self-procurement managed by us. Beginning in January 2029, generators will be required to manage their own fuel, with CAMMESA remaining solely as a supplier of last resort. With respect to the supply of alternative fuels, Resolution No. 400/2025 establishes that they must be fully managed by the generators. Under Resolution No. 400/2025, self-managed fuel procurement enables access to a marginal rent-based remuneration scheme in the spot market and, in turn, eligibility to enter into power generation contracts in the MAT. In contrast, in absence of self-managed fuel procurement, we would be subject to a regulated remuneration scheme and would receive the capacity payment only during the hours in which its generating units are dispatched. Furthermore, if we were to decide to continue to have fuel procurement managed by CAMMESA through 2028 pursuant to the Natural Gas Agreement, we could lose market share and competitiveness in offering energy supply contracts, to the extent that competitors may secure fuel supply and transportation capacity earlier and at more competitive prices.

We cannot assure you that we will be able to obtain fuel or fuel transmission at favorable prices or at all in the future, particularly beginning in January 2029, or, if later, when the PPAs for a thermal plant expire. If the fuel we obtain is at a greater cost, our financial margins or our market share could be affected.

Our ability to operate our renewable plants in a profitable manner depends, to a large extent, on adequate wind, solar and other climatic conditions.

The energy generated by, and the profitability of, our wind and solar farms are highly dependent on climate conditions, particularly wind and solar conditions, which can vary materially across locations, seasons and years. Variations in wind and solar conditions at our wind and solar farms sites occur as a result of daily, monthly and seasonal fluctuations in wind currents and solar irradiance and, over the longer term, as a result of more general climate changes and shifts. Because wind turbines and solar farms will only operate when wind speeds and solar irradiance fall within certain specific ranges that vary by type and manufacturer, if wind speeds and solar irradiance fall outside or towards the lower end of these ranges, energy output at our wind farms and our solar farms would decline.

During the development phase and prior to the construction of any renewable generation assets, a wind and solar irradiance resource study to evaluate the potential wind and solar irradiance resource of the site is typically conducted. These wind and solar studies have been conducted by our own team and independent technical consultants with respect to the estimated load factor resulting from our wind and solar studies and the model of turbines and solar power generation technology used. We base our core assumptions and investment decisions on the findings of these studies. We cannot assure you

 

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that observed climate conditions at a project site will conform to the assumptions that were made during the project development phase on the basis of these studies, and, therefore, we cannot assure that our wind farms, solar farms or renewable projects will be able to meet their anticipated production levels. It is possible that future wind or solar resource patterns and electricity production at our wind farms or our solar farm will not reflect the historical wind and solar resource patterns at the respective sites or the projections, and wind and solar resource patterns at each site will change over time.

If in the future the wind and solar resources in the areas where renewable power plants are located are lower than expected, electricity production at such renewable power plants would be lower than expected and consequently could materially and adversely affect our results of operations and expose us and our subsidiaries to potential penalties under PPAs with CAMMESA and other clients.

We may face increased competition.

The power generation market in which we operate is characterized by numerous strong and capable participants, many of which may have extensive and diversified developmental or operating experience (including both domestic and international) and financial resources similar to or significantly greater than ours. See “Business—Competition.” In addition, our competitors may consolidate or merge their operations, which could result in larger players with better financial and operational resources. An increase in competition could cause reductions in prices and increase acquisition prices for fuel, raw materials, and existing assets and, therefore, could adversely affect our business, financial condition and results of operations.

We and our competitors are connected to the same electrical grid which has limited transmission capacity and, under certain conditions, may reach its operational capacity. New generators may be connected to the same electrical grid, or existing generators may increase their generation within the electrical grid, which could result in higher levels of electric power dispatched to the grid, which could in turn impede our ability to deliver energy to our customers. On the other hand, the Argentine government (or the transmission and/or distribution licensee) might not make the necessary investments to increase the transmission system’s capacity. An increase in competition coupled with transmission restrictions could affect our ability to deliver our product to our customers, which would adversely affect our business, financial condition and results of operations.

Through Resolution No. 400/2025, the Secretariat of Energy seeks to promote competition, enable free contracting among market participants, decentralize fuel procurement, and introduce economic incentives to encourage new generation capacity. This framework seeks to create a competitive market driven by marginal costs and the declared VPC of generation units, where we will compete alongside other market players. We cannot assure the impact that this new regime will have on the Argentine energy sector and competition.

We compete with other power generation companies in the dispatch of energy, in the commercialization of the energy generated and in the expansion of the system’s installed capacity through new power generation projects (including competition for dispatch priority in the case of renewable projects). As a result, we cannot predict whether we will be awarded future projects we submit in tender processes or in the development of new projects or whether we will gain access to the required electricity transmission grid.

We operate in a heavily regulated sector that imposes significant costs on our business.

We are subject to a wide range of federal, provincial and municipal regulations and supervision, including laws and regulations pertaining to tariffs, labor, social security, public health, consumer protection, the environment and competition. Furthermore, Argentina has 23 provinces and the

 

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autonomous city of Buenos Aires, each of which, under the Argentine National Constitution, has the power to enact legislation concerning taxes, environmental matters and the use of public space. Within each province, municipal governments can also have powers to regulate such matters. Although the generation of electric power is considered an activity of general interest subject to federal legislation, due to the fact that our facilities are located throughout various provinces, we are also subject to provincial and municipal legislation. Future developments in the provinces and municipalities concerning taxes (including sales, security and health and general services taxes), environmental matters, the use of public space or other matters could have a negative effect on our business, results of operations and financial condition. Compliance with existing or future legislation and regulations could require us to make material expenditures and divert funds away from planned investments in a manner that could have a negative effect on our business, results of operations and financial condition.

In addition, our failure to comply with existing regulations and legislation, or reinterpretations of existing regulations and new legislation or regulations, such as those relating to fuel and other storage facilities, volatile materials, cyber security, emissions or air quality, hazardous and solid waste transportation and disposal and other environmental matters, or changes in the nature of the energy regulatory process may subject us to fines and penalties and have an adverse impact on our financial results.

Compliance with environmental, health and safety regulations may require significant expenditures.

Our operations are subject to a wide range of environmental, health and safety requirements by federal, provincial and municipal regulations. We have made, and will continue to make, significant expenditures to maintain compliance with such laws. These laws and regulations also require us to obtain and maintain in effect environmental permits, licenses and approvals for the construction of new facilities or the installation and operation of new equipment necessary for our business. Some of such permits, licenses and approvals are subject to periodic renewal. Failure to comply with environmental requirements may result in fines, claims for environmental damage, remediation obligations, revocation of environmental permits, licenses and approvals, temporary or permanent closure of facilities and/or other sanctions. Argentine environmental laws may require a level of insurance that is not available in the Argentine market.

We have made, and will continue to make, significant expenditures to maintain compliance with environmental, health and safety requirements. These requirements, and the enforcement and interpretation thereof, change frequently and tend to become more stringent over time. Compliance with changed or new environmental, health and safety regulations could also require us to make significant capital investments, and our ability to expand our infrastructure and meet increased demand could be limited by such future requirements. Future changes in environmental health and safety laws, or in the interpretation of those laws, including new or stricter requirements related to air, noise, hazardous waste and wastewater emissions or green taxes, could subject our business to the risk of higher capital, operating or compliance costs resulting from these changes and could limit the availability of our funds for other purposes as well as our ability to expand our infrastructure and meet increased demand, which could adversely affect our business and results of operations.

The demand for electricity may be seasonal, mainly due to climatic factors.

Energy demand, primarily in the residential sector, may fluctuate according to the season and climate conditions may impact energy demand. During the summer (December through March), energy demand may increase due to the need for air conditioning, and, during the winter (June through August), energy demand may fluctuate according to the needs for lighting and heating. As a result, seasonal changes could affect the demand for energy and, consequently, could affect our results of operations.

 

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Risks arise for our business from technological change in the energy market.

The energy market is undergoing far-reaching technological changes, both on the generation side and on the demand side. For example, with regard to power generation, these new technologies include, among others, the development of energy storage devices, increased energy supply resulting from the application of new technologies, and the digitization of generation and distribution networks. As of the date of publication of this prospectus, we are developing, through our subsidiary CDS, a BESS project located in the Province of Buenos Aires, with a storage capacity of 450 MWh, which is one of the first projects of this nature in the country.

New technologies to increase energy efficiency and improve heat insulation, for the direct generation of power at the consumer level, or that improve refeeding (for example, by using power storage for renewable generation) may, on the demand side, lead to structural market changes in favor of energy sources with low or zero carbon dioxide emissions or in favor of decentralized power generation, for instance, via small-scale power plants within or close to residential areas or industrial facilities or the installation of domestic solar panels.

If we are unable to react to changes caused by new technological developments and the associated changes in market structure, our business, financial condition and results of operations could be materially and adversely affected.

In addition, the development of projects based on new technologies may require the execution of supply agreements or other commercial arrangements with counterparties different from those traditionally present in the wholesale electricity market. We cannot assure you that such counterparties will have a credit risk profile, financial strength, institutional support or operational experience comparable to those of the Company’s customary counterparties, or that they will not be subject to regulatory or market conditions that could adversely affect their ability to perform their obligations.

We may be subject to expropriation, nationalization or similar risks.

All of our assets are located in Argentina. We are engaged in the business of power generation and, as such, our business or our assets may be considered by the government to be a public service or essential for the provision of a public service. Therefore, our business is subject to political uncertainties, including expropriation or nationalization of our business or assets, loss of concessions, renegotiation or annulment of existing contracts, and other similar risks.

In such an event, we may be entitled to receive compensation for the expropriation, nationalization or regulatory taking of all or part of our assets. However, the price received may not be the market price or sufficient to repay our liabilities, or we may need to take legal actions to claim appropriate compensation or to receive such compensation. If part of our assets are expropriated or nationalized, our business, as currently conducted, our financial condition or our results of operations could be adversely affected.

Climate change regulations and restrictions on greenhouse gas emissions may negatively affect the results of our operations.

Our business includes thermal power generation (in addition to renewable energy), which is largely associated with greenhouse gas emissions. In 2015, the G7 countries agreed to the goal of the substantially complete decarbonization of the world economy by the end of the 21^st century. Decarbonization is the transition of energy economics towards a lower carbon uptake. According to the targets set at the World Climate Conference in Paris, France, which took place at the end of 2015, and resulted in the Paris Agreement on Climate Change, greenhouse gas emissions should be reduced

 

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globally by 40-70% by 2050, compared to 2010 levels. Consequently, several countries, including Argentina, have adopted or considered adopting regulatory measures aimed at reducing greenhouse gas emissions which include the adoption of carbon taxes, higher efficiency standards and incentives or mandates for renewable energy. In 2019, the Argentine Congress enacted Law No. 27,520 on Minimal Standards on Global Climate Change Adaptation and Mitigation, focusing on implementing policies, strategies, actions, programs and projects to prevent, mitigate or minimize the damages or impacts associated with climate change. During 2021, the Secretariat of Energy issued Resolution No. 1,036/2021 approving the Guidelines for an Energy Transition Plan to 2030 to comply with its new national decarbonization commitments. Thereafter, through Resolution No. 518/2023, the Secretariat of Energy approved the Guidelines and Scenarios for the Energy Transition to 2050. If additional requirements were adopted in Argentina, these requirements could increase our production costs (including compliance related costs such as for monitoring or reducing emissions) and adversely impact our competitiveness and may also shift demand toward low-carbon sources, such as renewable energies.

Decarbonization is an important aspect of the current and future direction of our business activities. For example, we consider energy policy objectives when planning the operational life of existing power plants that release carbon when generating energy, as well as when building new power plants. However, these measures may not be sufficient, or government measures aimed at decarbonization could be implemented sooner than currently expected.

Compliance with changes in laws, regulations and obligations related to climate change, including as a result of international or local agreements, could increase our costs related to the operation and maintenance of our thermal power plants and require the installation of new emission controls, acquiring provisions or paying taxes related to their greenhouse gas emissions, or obliging us to manage and administer a greenhouse gas emissions program, which in turn could negatively affect our business and operating results.

Should the decarbonization of the energy industry be implemented earlier than expected, our business, financial condition and results of operations could be adversely affected.

Risks Relating to the Company

We may be exposed to risks related to early termination, inability to renew or enter into new PPAs, including on similar terms as those historically obtained.

We may not be able to renew our existing PPAs or enter into new PPAs with our current or new customers on favorable terms or at all. The current regulatory framework allows us to explore alternative commercialization mechanisms, including bilateral contracts with large users, distribution companies and trading agents. Moreover, we cannot assure you that we will be able, upon expiration of these PPAs, to enter into PPAs on terms equivalent to or better than those historically obtained. Renewals of PPAs may become more frequent and therefore subject us to market volatility.

The failure to enter into new PPAs for our new capacity, the non-renewal, termination or amendment in a manner materially adverse to our interests of any of our existing PPAs, including entering into agreements on less favorable terms, could have a material adverse effect on our business and results of operations.

In addition, the terms and conditions of our PPAs may be subject to modification, revocation or termination, or may become subject to contractual defaults for reasons beyond our control. Failures to comply with our obligations under our PPAs may constitute events of default thereunder. In such cases, our customers may terminate our PPAs at their option and as of a date of their choosing upon

 

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the occurrence of any of the events of default set forth therein, and for as long as the alleged event of default has not been cured. We may also terminate our PPAs upon an event of default of the relevant counterparty. We cannot assure you that the amounts we are entitled to receive under the PPAs or applicable law in connection with any early termination of the PPAs will be received, or, if received, will be sufficient to compensate us for our loss.

If we breach our obligations under our PPAs or fail to obtain and maintain any required governmental approvals, or if we do not comply with applicable laws and regulations in Argentina, we may be subject to sanctions by the Secretariat of Energy or other relevant governmental authorities, including warnings, fines, provisional administration, or the early termination or modification of our PPAs or related governmental authorizations.

The operation of power plants involves operating and other risks beyond our control.

The operation of power plants involves risks, including:

 

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the possibility that our power plants will perform below expected levels of output efficiency or fail to conform to their design specifications;

 

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the failure to meet, or the decrease of, plant capacity, due to high ambient temperatures or degradation due to age, which decrease the operable capacity and efficiency;

 

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interruptions or prolonged shutdowns of operations due to wear and tear, defects, design errors or the breakdown, malfunction or failure of equipment or processes, unexpected maintenance or future construction requirements, or shortages of replacement equipment or reduced insurance coverage resulting from any of the foregoing;

 

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the failure to timely obtain, replace or maintain adequate inventories of spare parts, components, or other critical equipment, as well as technological obsolescence of equipment, control systems or software;

 

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unanticipated costs of operations and maintenance, including in the case of thermal plants, the cost of fuel in excess of the guaranteed heat rate of the generating units installed in each power plant or due to excessive dispatch;

 

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global or regional supply chain disruptions, including shortages, delivery delays, trade restrictions, sanctions, or tariffs;

 

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labor disputes or labor shortages, including our inability to hire and retain personnel with the necessary expertise to operate the plants;

 

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our failure to obtain or renew required governmental permits;

 

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our inability to comply with the operating standards and limits established by our governmental permits, or with current or future environmental, health and/or safety regulations;

 

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operator errors that could result in loss of life, bodily injury or destruction of property, and/or the decrease of availability of the plant and/or production;

 

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disruption or failure of our information and processing systems;

 

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the effects of actions by third parties, such as generation companies and other transmission companies, maintenance contractors and users;

 

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adequate wind and solar resources, and other climatic conditions, in the case of our renewables power plants;

 

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force majeure events, such as catastrophic events including fires, earthquakes, lightning, explosions, droughts, floods, terrorist acts, sabotage, acts of war or other occurrences that could result in personal injury, loss of life, environmental damage or severe damage to, or destruction of, our power plants, and suspension of their operations;

 

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•

government exercise of eminent domain power or similar events of expropriation, the compensation for which may be insufficient to compensate us for our losses;

 

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changes in law or governmental permit requirements, including, but not limited to, required changes in the fees we receive for our generating capacity and output, other terms and conditions of our agreements with governmental suppliers and off-takers, the imposition or modification of our obligations with respect to third parties, the modification of the terms on which CAMMESA supplies fuel and/or compensates fuel costs, and the imposition of obligations to increase the generating capacity of our power plants;

 

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existence of liens, encumbrances, and other imperfections in title affecting our real estate interests;

 

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operational cost increases in excess of our expectations; and

 

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litigation or claims against us.

The occurrence of any of the foregoing or other events could temporarily or permanently disrupt our operations, significantly reduce or eliminate our revenues at affected power plants or significantly increase the costs of operating these power plants, including maintenance and repair costs, or require us to make substantial capital expenditures, which in turn may have an adverse effect on the market value of our Class B common shares and the ADSs. The proceeds of any available insurance and limited warranties may not be adequate to cover our lost revenues or increased costs.

Our business and operations are highly dependent on certain key suppliers and third parties to maintain our power plants, and we also rely on third parties to complete the procurement, engineering, construction, testing and commissioning of our projects.

Our operations depend on the supply of certain services by third parties. We have entered into maintenance and supply agreements with our strategic supplier GE Vernova for seven of our thermal power plants as well as two of our wind farms. We have also entered into maintenance and supply agreements with Sulzer, Innio and Wartsila for three of our thermal power plants, with Vestas for two of our wind farms, with Nordex for one of our wind farms, and with Trina for our BESS project under construction. The maintenance of our Zonda and El Quemado solar farms is carried out by the Company. The availability and operation of our thermal power plants, wind farms and solar farms depend on factors beyond our control, including the quality and continuity of the renewable resource and of the services provided by our third-party suppliers, the continued performance of the technology that these suppliers provide, and the fulfillment of these suppliers’ contractual obligations in a timely manner.

We entered into various contracts with certain affiliates of GE Vernova for the construction, commissioning, and subsequent long-term maintenance of our Loma Campana I thermal power plant. As a result of successive unexpected and unscheduled outages at the Loma Campana I thermal power plant, on August 29, 2024, the Company initiated arbitration proceedings before the International Court of Arbitration (“ICC”) against certain affiliates of GE Vernova, seeking compensation for damages arising from such outages. As of the date of this prospectus, arbitration proceedings are ongoing. See “Business–Legal Proceedings.” Furthermore, as a result of the forced outage of our Loma Campana I power plant between May 2023 and September 2024, YPF could terminate the PPA entered into with the Company, in which case we may be required to seek alternative uses for the Loma Campana I power plant. As of the date of the prospectus, YPF has not notified us of the termination of the PPA.

If any entity upon which we depend to meet our obligations under our PPAs breaches its obligations to us, or if a counterparty to any of our material contracts is declared bankrupt or insolvent, our ability to complete the expansion of our generation capacity, and consequently our ability to meet our obligations under the PPAs would be impaired. Shortages of critical spare parts, maintenance

 

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service and new equipment and machinery required for the operation, expansion and conversion of our power plants could also adversely affect our business, financial condition and results of operations. Unless we are able to enter into replacement contracts to obtain the needed services and equipment from alternative sources (and on reasonable terms), any such event could materially and adversely affect our business and results of operations, and the market value of our Class B common shares and the ADSs.

Our power plants are subject to the risk of mechanical or electrical failures and any resulting unavailability may affect our ability to fulfill our contractual and other commitments and thus adversely affect our business and financial performance.

Our power plants are subject to the risk of mechanical or electrical failure and may experience periods of unavailability affecting our ability to generate electric power. Under the majority of our PPAs related to our thermal power plants and under Resolution No. 400/2025 we are mainly compensated for the availability of our thermal power plants and, to a lesser extent, for the energy we dispatch. In turn, under our PPAs related to our renewable energy plants we are compensated for the energy we actually dispatch to the WEM through the SADI. If the availability of any or all of our thermal power plants falls below certain thresholds, we may be subject to penalties. Therefore, any unplanned unavailability of our generation facilities may adversely affect our ability to perform under our PPAs or Resolution No. 400/2025, which may adversely impact our financial condition or results of operations.

Our activities will require significant capital expenditures to satisfy ongoing maintenance requirements and the expansion of our installed capacity.

We will need to make capital expenditures for ongoing maintenance requirements that will allow us to continue generating energy and carry out our operations, as well as to improve our plants’ ability to generate electricity. Moreover, investments in capital goods will also be required to finance the cost of the present and future expansion of our generation capacity. If we are not able to finance such investments or fail to do so on satisfactory terms, our activities, financial condition, and the results of our operations may be adversely affected. Our financial ability could be adversely affected by market restrictions in terms of availability of financing for Argentine companies.

We may not be able to grow our business and results of operations at the same rate as in the past.

Our growth depends significantly on our ability to invest in, develop and complete new power generation projects, and to expand our existing generation capacity. These activities are subject to a number of risks described herein, including macroeconomic volatility, inflation, foreign exchange and trade restrictions, equipment procurement, limited access to financing, demand fluctuations, regulatory uncertainty and competition.

If we are unable to secure sufficient funding or allocate capital to our projects on acceptable terms, we may not be able to execute our planned investments or expand our generation capacity as expected. In addition, delays in obtaining permits and regulatory approvals, as well as difficulties in accessing equipment or materials, may affect the timely completion of our projects. We also rely on third-party contractors and suppliers for the construction and development of our generation facilities. Any failure by these contractors or suppliers to perform their obligations in a timely manner, or at all, including due to financial difficulties, supply chain disruptions or performance issues, could result in delays, cost overruns or project cancellations.

As a result, we may experience slower or no growth in our installed capacity and operations, which may prevent us from achieving expected returns on our investments and from increasing our revenues.

 

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Circumstances beyond our control may prevent us from achieving, or delay, the commercial operation of our projects.

We have expansion projects, including a BESS project which, once completed, will increase our installed capacity for energy storage.

Delays in construction or commencement of operations of our expansion projects could lead to an increase in our financial needs and also cause our financial returns on new investments to be lower than expected, which could adversely affect our financial condition and results of operations. Factors that may impact the ability to build, or commence operations at, new plants include: (i) the failure of contractors to complete or commission the facilities or auxiliary facilities by the agreed upon date or within budget; (ii) the unexpected delays of third parties in providing or agreeing to project milestones in the construction or development of necessary infrastructure linked to generation business; (iii) delays or failures on the part of suppliers of turbines or other equipment to deliver and install such equipment in a fully operational condition and in a timely manner; (iv) difficulty or delays in obtaining the necessary financing in terms satisfactory at all; (v) delays in obtaining regulatory approvals, including environmental permits; (vi) court rulings against governmental approvals already granted, such as environmental permits; (vii) shortages or increases in the price of equipment reflected through change orders, materials or labor; (viii) opposition by local and/or international political, environmental and ethnic groups; (ix) strikes; (x) adverse changes in the political and regulatory environment in Argentina; (xi) our ability to obtain necessary transmission capacity, which is currently constrained in Argentina (which we have only obtained to date for projects under construction) ; (xii) our ability to obtain required land rights; (xiii) unforeseen engineering, environmental and geological problems; (xiv) natural disasters and severe weather and health conditions (including lightning strike, blade icing, earthquakes, tornados, extreme winds, severe storms, wildfires, pandemics and epidemics), accidents or other unforeseen events, and (xv) the inability to obtain necessary and adequate insurance coverage.

We cannot assure you that current construction projects or those developed in the future will not be delayed for reasons beyond our control, that these will obtain financing at convenient terms, that they will obtain all the necessary approvals in time (or at all), or that cost overruns would not be material.

We may undertake acquisitions and investments to expand or complement our operations that could result in operating difficulties or otherwise adversely affect our financial conditions and results of operations.

In order to expand our business, we may seek to carry out acquisitions and investments, including power generation assets or companies with power generation assets portfolios, which we believe offer added value and are consistent with or complementary to our business strategy. We may not be able to consummate acquisitions or investments, due to competition, lack of funding or other factors. In connection with potential acquisition and investment transactions, we may be exposed to various risks, including those arising from: (i) not having accurately assessed the value, future growth potential, strengths, weaknesses and potential profitability of potential acquisition targets; (ii) difficulties in successfully integrating, operating, maintaining or managing newly-acquired operations, including personnel; (iii) unexpected costs of such transactions; or (iv) unexpected contingent or other liabilities or claims that may arise from such transactions. If any of these risks were to materialize, it could adversely affect our business, financial condition and results of operations.

Furthermore, even if we are able to successfully consummate an acquisition, we may encounter challenges in achieving the expected benefits of such transactions. Acquired businesses may not perform as anticipated, and we may be exposed to undisclosed or insufficiently indemnified liabilities, including labor, commercial, tax, criminal or environmental contingencies. Even if such liabilities are assumed by the sellers, we may have difficulties enforcing our contractual rights. We cannot assure

 

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you that future acquisitions will meet our strategic objectives, which could have a negative effect on our growth strategy.

If we were to acquire another energy company in the future, such acquisition could be subject to the Argentine antitrust authority’s approval.

If we decide to acquire another company in the energy sector in the future, such acquisition could be subject to the approval of the Argentine antitrust authority pursuant to the Argentine Antitrust Law No. 27,442 (as amended, the “Argentine Antitrust Law”). The Argentine antitrust authority will determine whether any acquisition subject to its approval negatively impacts competitive conditions in the markets in which we compete or adversely affects consumers in these markets. A business combination executed by us could be rejected by the Argentine Antitrust Authority, or the latter could take actions to impose conditions or performance commitments on us as part of the approval process. If so, it could adversely affect our business, results of operations and financial condition and prevent us from achieving the anticipated benefits of such acquisition.

On November 14, 2025, the Argentine executive branch issued Decree No. 810/2025 pursuant to which the members of the Argentine antitrust authority were appointed. In accordance with the Argentine Antitrust Law, a pre-closing economic concentration control system will come into effect on November 17, 2026. The Argentine antitrust authority will be composed by the competition defense tribunal, the secretariat for anti-competitive conduct, and the secretariat for economic concentrations. The implementation of the pre-closing review system constitutes a significant regulatory change and could materially affect the timeline, feasibility, and regulatory burden of any future mergers or acquisitions that we may pursue. Any delays, conditions, or restrictions imposed under this new regime could adversely impact our ability to consummate strategic transactions or could limit the anticipated benefits of such transactions.

Uncertainty and lack of liquidity in the credit and capital markets could adversely affect our ability to obtain credit or financing, including to refinance our existing indebtedness, or to obtain credit or financing on acceptable terms.

Our ability to obtain credit and funding, including to refinance our existing indebtedness, depends to a significant extent on capital markets and liquidity factors that are beyond our control, including those related to the cost of financing. Our access to the credit and capital markets on acceptable terms may be restricted at the time we need to access such markets, which could negatively affect our operations and financial condition. In addition, we cannot assure you that we will be able to extend maturities or refinance our outstanding indebtedness, or that any refinancing will be available on terms comparable to our existing debt.

As a result of various factors, including international and local market conditions, Argentina’s macroeconomic environment, foreign exchange and capital controls, and changes in credit ratings, we may be required to refinance our indebtedness on less favorable terms, including higher interest rates and more restrictive covenants. If we are unable to refinance our debt or access financing on acceptable terms, we may be forced to delay or reduce capital expenditures, including investments in new projects, restructure our debt, seek additional equity capital or dispose of assets, which could have a material adverse effect on our business, financial condition and results of operations.

Covenants in our indebtedness could adversely restrict our financial and operating flexibility.

Some of our current indebtedness includes, and our future indebtedness may include, affirmative and restrictive covenants that limit our ability to incur additional indebtedness, create liens, make investments, dispose of our assets, pay dividends, or consolidate, merge or sell part of our businesses,

 

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and require us to maintain certain financial ratios. These restrictions, among others, may limit our ability to operate our business and may prohibit or limit our ability to enhance our operations or take advantage of potential business opportunities as they arise. The breach of any of these covenants or the failure to meet any of such conditions could result in a default or mandatory prepayment requirement under the relevant indebtedness. Our ability to comply with these covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If any default or mandatory prepayment requirement occurs, the holders of such indebtedness may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding amounts, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. Further, if any default or mandatory prepayment requirement occurs, it could, in turn, result in a default and acceleration of our other outstanding debt obligations, which would have a further material adverse effect on our business, ability to meet our payment obligations, financial condition, and results of operations. In the event of any mandatory prepayment or if any of our debt were to be accelerated, our assets may not be sufficient to repay in full that debt or any other debt that may become due as a result thereof.

We depend on senior management and other key personnel for our current and future performance.

Our current and future performance, the successful implementation of our strategy and the operation of our business depend on our qualified senior management team and key personnel. Competition for senior management personnel and key personnel is intense, and we may not be able to retain our personnel or attract additional qualified personnel, such as senior management, technical personnel and other employees, or to do so in a timely manner. Furthermore, our ability to retain our qualified senior management team and key personnel depends on our ability to attract, train and motivate this personnel. The loss of a member of senior management may require the remaining executive officers to divert immediate and substantial attention to fulfilling his or her duties and to seeking a replacement. Our failure to retain key personnel or the inability to fill vacancies in our senior executive positions on a timely basis could have a negative effect on our business, financial condition and results of operations.

The construction agreements to which we are or may become a party contain limitations on liability and damages that could prevent us from being fully compensated for defects, delays, and other adverse outcomes attributable to contractors.

We have entered into certain construction agreements with equipment technologists and local builders, among others, and we expect to enter into new construction agreements to complete the procurement, engineering, construction, testing and commissioning of new projects.

Under the construction agreements executed with our contractors, their liability is limited, and excludes loss of profits or anticipated profits, and consequential and other indirect damages. We expect that the construction agreements we may enter into in the future will include similar limitations. In the event that for reasons attributable to our contractors or other providers the construction of our power plants suffers from delays, defects, damage, or failure to conform to designs or performance standards, we may incur significant costs of completion or repair, in addition to significant penalties under, or termination of, certain of our PPAs. Because of the liability limits contained in these construction agreements, damages available from our contractors could, in many cases, be insufficient to compensate us for our losses.

Further, certain causes of delays and/or damages are completely excluded from our contractors’ liability, such as actions of governmental authorities which may include equipment delays in clearing Argentine customs.

 

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As a result, damages under our construction agreements or other agreements that we expect to enter into may not be sufficient to compensate us for any losses, which may materially and adversely affect our business, financial condition and results of operations, which in turn could have an adverse effect on the market value of our Class B common shares and the ADSs.

Our operations require us to handle hazardous elements, which might have an impact on the business.

As part of our business, we handle, store and manage in our facilities the fuels and materials that are used in our power and energy plants. Any accident involving fuels or other materials could have adverse environmental consequences, cause bodily injuries to our personnel, and could damage our business, financial condition and results of operations.

We may be exposed to lawsuits and administrative proceedings that may affect our business.

Our business may expose us to litigation relating to labor, regulatory, environmental, tax and administrative proceedings, governmental investigations, tort claims, contract disputes and criminal prosecution, among other matters. In the ordinary course of our business, we enter into agreements with customers, off-takers, contractors, providers and other parties that could derive in disputes. Litigation and/or regulatory proceedings are inherently unpredictable, and excessive verdicts do occur. Adverse outcomes in lawsuits and investigations could result in significant monetary damages, including indemnification payments, or injunctive relief that could adversely affect our ability to conduct our business and may have a negative effect on our financial condition and results of operations.

We could be affected by material actions taken by labor unions.

Labor claims are common in the Argentina energy sector, and in the past, unionized employees have blocked access and caused damages to the facilities of various companies in the industry. Although the recent labor reform classified the production, transportation, distribution, and sale of petroleum, other fuels, and electricity as essential services in the strict sense, and introduced penalties for conduct such as blockades or the occupation of establishments, it cannot be assured that these provisions will be sufficient to prevent or mitigate the impact of potential operational disruptions arising from labor or union conflicts, since their effective implementation will depend, among other factors, on their regulation and the actions of the enforcement authorities.

Approximately 50% of our employees are covered by benefits granted by collective bargaining agreements. In addition, employees of certain service providers to our wind farms are members of labor unions. We cannot assure you that we will not be subject to strikes, disruptions or work stoppages in the future. Disputes with these unions, organized labor actions such as labor disruptions or work stoppages or demands for wage increases or benefit improvements as a result of new collective bargaining agreements, governmental regulations or policies or otherwise could have a material adverse effect on our business, financial condition and results of operations.

Moreover, we have no insurance coverage for business interruptions caused by workers’ actions or in the event such interruptions materially damage our facilities. We may face significant pressures from labor unions to increase salaries and other benefits, particularly in an inflationary context.

In addition, applicable labor and employment laws and regulations, including those governing collective bargaining and minimum wage standards, may require mandatory increases in salaries, benefits or other compensation components, which could further increase our operating costs.

 

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We cannot rule out the possibility of direct action in the future, which could adversely affect our business and operating results, particularly in a context of reduced investment activity.

Our insurance policies may not fully cover damage, and we may not be able to obtain insurance against certain risks.

We maintain insurance coverage to mitigate the principal risks inherent in the industry in which we operate. Insurance policies to cover some risks, such as environmental risks, are not currently available in Argentina. We cannot assure you of the availability or adequacy of the risk coverage in relation to any particular risk or loss. If an accident or other event occurs that is not covered by our current insurance policies, if the losses exceed the amount for which we are insured, or if insurance companies fail to compensate us for losses that are covered under our insurance policies or limit their coverage, we may experience significant losses or be required to disburse significant amounts of our own funds, all of which could adversely affect our business, results of operations and financial condition. We cannot assure you that we will not be negatively affected by insufficiency in our insurance policies.

We may not be able to obtain insurance in the future under similar terms as our current insurance policies or at all. If our premium amounts increase, we may not be able to maintain coverage comparable to our current coverage, or we may only be able to do so at a significantly higher cost. Any additional cost could have a material adverse effect on our business, financial condition and results of operations.

We are subject to anti-corruption, anti-bribery, anti-money laundering and other laws and regulations.

We are subject to anti-corruption, anti-bribery, anti-money laundering and other laws and regulations. Non-compliance with such laws and regulations could have a negative effect on our business, reputation, operational results, and financial condition. Furthermore, we may be subject to enforcement actions, investigations, and proceedings by authorities for alleged breaches of these laws, which could result in penalties, fines, sanctions, or other forms of liability and could have a negative effect on our reputation, business, financial condition and operational results.

Our operations can have a negative impact on local communities and may encounter significant opposition from different groups.

Our operations can have a negative impact on local communities. Failure to manage relationships with local communities, governments and non-governmental organizations may harm our reputation as well as our ability to bring development projects into production. In addition, the costs and management time required to comply with standards of social responsibility, community relations and sustainability may increase substantially over time.

The development of new and existing power plants may face opposition from several stakeholders, such as, environmental groups, land owners, farmers, local communities and political parties, among others, all of which may impact our reputation and goodwill. The operation of our current thermal power plants may also affect our goodwill with stakeholders, due to the emissions of effluent liquids, sounds, water steam, natural gas, particulate matter and gas emissions, such as sulfur dioxide, carbon dioxide and nitrogen oxides. The operation of power plants can also affect interest groups as a result of noise, intermittency, or other impacts resulting from the operation. Damage to our relationship with stakeholders could prevent us from continuing to operate our current assets or prevent us from winning and developing new projects, which, in turn, could adversely affect our business, financial condition and results of operations.

 

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