BUENOS AIRES, Argentina, May 26, 2016 /PRNewswire/ -- Pampa Energía S.A. (NYSE: PAM; Buenos Aires Stock Exchange: PAMP), announced that it will hold a General Ordinary and Extraordinary Shareholders' Meeting on June 22, 2016, at 11:00 a.m. on first call and, in the event that the legally required quorum is not reached on first call, at 12:00 p.m. on second call only with respect to the General Ordinary Shareholders' Meeting at the registered office, located at Ortiz de Ocampo 3302, Building 4, Ground Floor, City of Buenos Aires, to consider the following agenda:
- Appointment of shareholders to approve and sign the minutes of the Shareholders' Meeting.
- Consideration of the issuance of up to 320,000,000 new ordinary shares of the Company, to be paid in kind by means of a transfer to the Company of shares and/or American Depositary Receipts ("ADRs") of Petrobras Argentina S.A. ("Petrobras Argentina") held by owners that elect to take part in the exchange offer of shares and/or ADRs of the Company for shares and/or ADRs of Petrobras Argentina (the "Exchange Offer"), which shall be offered at the same time as the mandatory cash public tender offer of shares of Petrobras Argentina (the "Cash Tender Offer"). Consideration of the consequent capital increase of up to AR$ 320,000,000. The new shares to be issued shall be ordinary, in book-entry form, of a nominal value of AR$ 1 (one peso) each, and carry one vote per share, entitled to dividends on an equal footing with any shares currently outstanding, and shall be issued with an issue premium established by application of the exchange ratio described below. Consideration of the establishment of the exchange ratio under the Exchange Offer based on the price offered in the Cash Tender Offer, from which the following exchange ratio results: average weighted price of the Company's shares during the 5 days prior to the opening of the period for the receipt of acceptance of offers (the "Average Pampa Price") / Price per share of Petrobras Argentina set for the Cash Tender Offer. Delegation to the Company's board of directors of the determination of an adjustment factor to be applied to the exchange ratio provided above plus or minus 10%, and delegation to the Company's board of directors of the determination of all other terms and conditions of issuance. In case any offers to take part in the Exchange Offer are received for a an amount of shares exceeding the maximum amount provided for the Exchange Offer, the Company shall make a pro rata distribution among the relevant owners in accordance with the description included in the offering memorandum to be published in due time. Authorization for the Board of Directors to delegate in turn the above mentioned powers to one or more directors and/or managers of the Company. The issuance of the new shares and the capital increase shall be subject to the following conditions precedent: the closing of the transaction for the acquisition of the whole equity interest held by Petrobras Participaciones S.L., which company is the owner of Petrobras Argentina shares representing 67.1933% of the capital stock and voting rights of Petrobras Argentina, and that authorization from the Argentine Securities Commission (Comisión Nacional de Valores) and the U.S. Securities and Exchange Commission (SEC) is obtained.
- Consideration of the suspension of first refusal rights under section 197 of the Argentine Companies Law for the subscription of the new ordinary shares of the Company to be issued if the capital increase considered under the preceding item of the Agenda is approved.
- Consideration of an amendment to section 4 of the Corporate Bylaws (Corporate Purpose).
- Granting of authorizations for the performance of any necessary actions and filing of documents to obtain any applicable registration.
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