Empresa Distribuidora de Electricidad de Mendoza S.A. (EDEMSA) announces cash tender offer for any and all of its Outstanding 9.75% Step-up Notes due 2031 and Concurrent Consent Solicitation

(CUSIP Nos. 29245H AG1 and P37213 AG3; ISIN Nos. US29245HAG11 and USP37213AG34)

BUENOS AIRES, Argentina, May 20, 2026 /PRNewswire/ -- Empresa Distribuidora de Electricidad de Mendoza S.A. (EDEMSA S.A.) (the "Company") announced today the commencement of (i) an offer (the "Offer") to purchase for cash any and all of its Outstanding 9.75% Step-up Notes due 2031 (the "Existing Notes") from each registered holder (each, a "Holder" and, collectively, the "Holders") and (ii) a consent solicitation from Holders of Existing Notes (the "Consents") to eliminate most of the restrictive covenants and certain affirmative covenants (the "Proposed Amendments") in the indenture governing the Existing Notes, dated as of July 28, 2025 (the "Existing Notes Indenture"), among the Company, The Bank of New York Mellon, as trustee, co-registrar, principal paying agent and transfer agent (the "Trustee") and Banco de Valores S.A., as registrar, transfer agent and paying agent in Argentina and representative of the Trustee in Argentina, as more fully described below (the "Solicitation" and, together with the Offer, the "Offer and Solicitation"), in each case pursuant to the terms and conditions set forth in the offer to purchase and consent solicitation statement dated May 20, 2026 (the "Offer and Solicitation Statement"). The information contained in the Offer and Solicitation Statement has not been reviewed or authorized by the U.S. Securities and Exchange Commission (the "SEC") or the Argentine Securities Commission (the "CNV"). We have not filed with the SEC or the CNV a request for authorization or registration of the Offer and Solicitation.

By tendering (and not validly withdrawing) its Existing Notes, each holder will be deemed to have delivered a Consent to the Proposed Amendments and to have authorized, directed and requested that the Trustee, upon receipt of the Requisite Consents (as defined below) and all required documentation in the Existing Notes Indenture, enter into the Supplemental Indenture (as defined below) to give effect to the Proposed Amendments.

The table below summarizes certain payment terms of the Offer and Solicitation:

Indicative Timeline for the Offer

The aggregate cash consideration for each U.S.$1,000 principal amount of Existing Notes purchased pursuant to the Offer will be (i) U.S.$1,000 per U.S.$1,000 principal amount of Existing Notes (the "Early Tender Offer Consideration") payable only in respect of Existing Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline that the Company accepts for purchase, or (ii) U.S.$950 per U.S.$1,000 principal amount of Existing Notes (the "Tender Offer Consideration") payable in respect of Existing Notes validly tendered after the Early Tender Deadline but at or before the Expiration Time that the Company accepts for purchase. Only Existing Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline will be eligible to receive the Early Tender Offer Consideration. Existing Notes validly tendered after the Early Tender Deadline but at or before the Expiration Time will be eligible to receive only the Tender Offer Consideration. In addition, we will pay accrued interest ("Accrued Interest") in respect of any Existing Notes purchased in the Offer from the last interest payment date to the Early Settlement Date (as defined herein) or the Final Settlement Date (as defined herein), as applicable. None of the payments to be made in connection with the Offer will be made through the Argentine foreign exchange market.

The adoption of the Proposed Amendments requires the affirmative consent of holders of more than 50% of the outstanding aggregate principal amount of Existing Notes under the Existing Indenture (the "Requisite Consents"). If we obtain the Requisite Consents, we will execute a supplemental indenture to the Existing Indenture (the "Supplemental Indenture") to give effect to the Proposed Amendments, which will eliminate most restrictive covenants and certain affirmative covenants in the Existing Notes Indenture and the Existing Notes, as described in the Offer and Solicitation Statement. No separate or additional consideration will be paid in connection with the Solicitation. By tendering (and not validly withdrawing) Existing Notes, holders will be deemed to have delivered Consents to the Proposed Amendments. Holders shall not be able to tender Existing Notes without delivering Consents and shall not be able to deliver Consents without tendering Existing Notes. The Solicitation is conducted in accordance with Section 14 of the Negotiable Obligations Law (as amended by Section 151 of the Argentine Productive Financing Law No. 27,440) and any other applicable regulation. No meeting of Holders will be held. Consents must be delivered through ATOP pursuant to the procedures set forth in this Offer and Solicitation Statement. No guaranteed delivery procedures are being offered in connection with the Offer and Solicitation.

The purpose of the Offer is to acquire outstanding Existing Notes as part of a plan to extend the maturity profile of the Company's existing debt. The Offer is subject to customary conditions, including (i) the submission of tender orders ("Tenders") in the Offer and Solicitation representing at least 80% of the aggregate outstanding principal amount of Existing Notes (the "Minimum Participation Condition") and (ii) the closing of an issuance of new global notes (the "New Notes") in an aggregate principal amount at least sufficient to fund the Offer, on terms and conditions acceptable to the Company in its sole discretion (the "New Notes Offering Condition"). Neither this press release nor the Offer and Solicitation Statement constitutes an offer to sell or the solicitation of an order to buy the New Notes. The New Notes will be offered only to qualified institutional buyers in the United States in reliance on Rule 144A and outside the United States in reliance on Regulation S under the Securities Act, and will not be registered under the Securities Act or the securities laws of any other jurisdiction and in a public offering to be conducted in Argentina. When considering any potential allocation of the New Notes that may be issued by the Company in the context of an offering of New Notes, the Company intends, but has no obligation, to give certain preference to investors who, prior to such allocation, have validly tendered, or have indicated to the Company or the Dealer Managers and Solicitation Agents their firm intention to tender, Existing Notes in the Offer.

The purpose of the Solicitation is to implement the Proposed Amendments. By tendering (and not validly withdrawing) its Existing Notes, each holder will be deemed to have delivered a Consent to the Proposed Amendments and to have authorized, directed and requested that the Trustee, upon receipt of the Requisite Consents and all required documentation in the Existing Notes Indenture, enter into the Supplemental Indenture to give effect to the Proposed Amendments. The Proposed Amendments will, among others, eliminate most restrictive covenants and certain affirmative covenants in the Existing Notes Indenture and the Existing Notes.

The early tender deadline for the offer will be 5:00 p.m., New York City time, on June 3, 2026, unless extended or earlier terminated (such time and date, as the same may be extended, the "Early Tender Deadline"). Holders of Existing Notes must validly tender and not validly withdraw their Existing Notes at or prior to the Early Tender Deadline in order to be eligible to receive the Early Tender Offer Consideration plus Accrued Interest. If Holders of Existing Notes validly tender Existing Notes after the Early Tender Deadline but prior to the expiration time, such Holders will only be eligible to receive the Tender Offer Consideration plus Accrued Interest. Following the Early Tender Deadline and prior to the Expiration Time, the Company may, but is not required to, accept the Existing Notes validly tendered at or prior to the Early Tender Deadline (the "Early Settlement Right"); provided that all conditions set forth in the Offer and Solicitation Statement have been satisfied or waived by the Company (the date of such acceptance, the "Early Acceptance Date"). Tendered Existing Notes may be withdrawn at any time at or prior to the Withdrawal Deadline, but not thereafter. The Issuer reserves the right to amend, change or waive the Minimum Participation Condition without extending the Withdrawal Deadline.

The Offer and Solicitation will expire at 5:00 P.M., New York City time, on June 18, 2026, unless the Offer and Solicitation is extended or earlier terminated. On June 22, 2026, subject to change without notice, the Company expects to announce the final results of the Offer and Solicitation, including the aggregate principal amount of Tenders of the Existing Notes that have been accepted.

The Company may, at its sole discretion, extend, re-open, amend or waive any condition of or terminate the Offer and Solicitation at any time.  In the event the Offer and Solicitation is withdrawn or otherwise not completed, or the conditions thereto are not satisfied or waived by the Company, the Early Tender Offer Consideration or Tender Offer Consideration, as applicable, and Accrued Interest will not be paid or become payable to Holders who have validly tendered their Existing Notes in connection with the Offer and Solicitation and the relevant Existing Notes will be returned to the tendering Holder.

Morrow Sodali International LLC, trading as Sodali & Co, is acting as the information and tender agent (the "Information and Tender Agent") for the Offer. Banco BTG Pactual S.A. – Cayman Branch, BofA Securities, Inc. and UBS Investment Bank are acting as dealer managers and solicitation agents (the "Dealer Managers and Solicitation Agents") for the Offer and Solicitation. The full details of the Offer and Solicitation, including complete instructions on how to tender Existing Notes and deliver Consent to the Proposed Amendments, are included in the Offer and Solicitation Statement. Holders of Notes are strongly encouraged to carefully read the Offer and Solicitation Statement, because they contain important information. The Offer and Solicitation Statement and any related supplements may be accessed via the tender offer website https://projects.sodali.com/edemsa, or may be requested from Sodali & Co by telephone at +1 203 658 9457 or +44 20 4513 6933 or in writing at [email protected].

Questions about the Offer and Solicitation may be directed to Banco BTG Pactual S.A. – Cayman Branch by telephone at +1 (212) 293-4600 (collect); BofA Securities, Inc. by telephone at +1 (888) 292 0070 (toll free) or +1 (646) 855 8988 (collect); and UBS Investment Bank by telephone at +1 (833) 690-0971 (toll free) or +1 (212) 882-5723 (collect).

This announcement is not an offer to purchase or a solicitation of an offer to sell the any notes (including the New Notes). None of the Company, the Dealer Managers and Solicitation Agents, the Trustee or the Information and Tender Agent makes any recommendation in connection with the Offer and Solicitation. None of the Company, the Dealer Managers and Solicitation Agents, the Trustee or the Information and Tender Agent has expressed any opinion as to whether the terms of the Offer and Solicitation are fair.  None of the Company, the Dealer Managers and Solicitation Agents or the Information and Tender Agent make any recommendation that you tender your Existing Notes or refrain from doing so pursuant to the Offer and Solicitation, and no one has been authorized by the Company, the Dealer Managers and Solicitation Agents, the Trustee or the Information and Tender Agent to make any such recommendation.  You must make your own decision as to whether to tender Existing Notes or refrain from doing so, and, if you do tender, the principal amount of Existing Notes to tender.

This announcement may contain forward-looking statements, which are statements that are not historical facts, including statements about the Company's beliefs and expectations. These statements are based on the Company's current plans, estimates, assumptions and projections. Therefore, you should not rely solely on them. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update any of them in light of new information or future events.

SOURCE Empresa Distribuidora de Electricidad de Mendoza S.A. (EDEMSA)